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

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (i) with each request for an Advance, and (ii) within thirty (30) days after the end of each month; (i) with each request for an Advance and (ii) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each in a form of presentation reasonably acceptable to Bank; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form of presentation reasonably acceptable to Bank (and it being understood that such financial statements shall not include footnotes and normal year-end adjustments) (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) within thirty (30) days after the last day of Borrower’s fiscal year and promptly upon Board approval of any material updates or changes thereto, annual Board-approved operating budgets and financial projections, in a form of presentation reasonably acceptable to Bank; (f) as soon as available, and in any event within one hundred eighty (180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) within five (5) days of delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, in each case to the extent same have not been separately furnished to Bank: (i) 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, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (j) at least annually, within thirty (30) days after approval by the Board, any 409A valuation report prepared by or at the direction of Borrower; and (k) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank with Borrower shall deliver the following: following to Bank: (a) a Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (i) with each request for an Advance, and (ii) within thirty (30) days after the end of each month; (i) with each request for an Advance and (ii) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each in a form of presentation reasonably acceptable to Bank; (c) as soon as available, but no later than in any event within thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified Borrowing Base Certificate signed by a Responsible Officer and in a substantially the form of presentation reasonably acceptable to Bank Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; (and it being understood that such financial statements shall not include footnotes and normal year-end adjustmentsb) (the “Monthly Financial Statements”); (d) as soon as available, but in any event within thirty (30) days after the last day end of each month calendar month, 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, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of Officer in substantially the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) within thirty (30) days after the last day of Borrower’s fiscal year and promptly upon Board approval of any material updates or changes thereto, annual Board-approved operating budgets and financial projections, in a form of presentation reasonably acceptable to Bank; Exhibit D hereto; (fc) (i) as soon as available, but in any event no later than 270 days after the end of Borrower’s fiscal year 2013, audited consolidated financial statements prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within one hundred eighty (180) days following after the end of Borrower’s fiscal yearyears 2014 and beyond, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from an of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; ; (gd) as soon as available, but in any event no later than the event that Borrower becomes subject earlier to the reporting requirements under the Exchange Act, within five occur of thirty (530) days following the beginning of filingeach 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 (each, a “Financial Plan”); (e) copies of all periodic and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) within five (5) days of delivery, copies of all material statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated DebtDebt and, in each case to if applicable, all reports on Forms 10-K and 10-Q filed with the extent same have not been separately furnished to Bank: Securities and Exchange Commission; (if) prompt promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00200,000) or more; ; and (jg) at least annuallysuch budgets, within thirty (30) days after approval by the Boardsales projections, any 409A valuation report prepared by operating plans or at the direction of Borrower; and (k) other financial information as Bank may reasonably requested by Bankrequest from time to time.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Borrowing Base Transaction Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) thereto), (i) with each request for an Advancein the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, and (ii) within no later than thirty (30) days after the end of each monthmonth and (ii) in all other cases, on a weekly basis; (i) with each request for an Advance and (iib) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, reports and general ledger, each and (D) Borrower’s Deferred Revenue report in a form of presentation reasonably acceptable satisfactory to BankBank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations for such month certified by a Responsible Officer and in a form of presentation reasonably acceptable to Bank (and it being understood that such financial statements shall not include footnotes and normal year-end adjustments) (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant covenants set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) within Within thirty (30) days after the last day of Borrower’s fiscal year each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and promptly upon Board approval of any material updates or changes theretorevenues lost for each month, annual Board-approved operating budgets and financial projections, SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in a form of presentation and substance reasonably acceptable satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in any event within form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (180) days following after the end last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to BankBank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (gh) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (hi) within five (5) days of delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, in each case to the extent same have not been separately furnished to Bank:; (ij) 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, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00250,000) or more; (j) at least annually, within thirty (30) days after approval by the Board, any 409A valuation report prepared by or at the direction of Borrower; and (k) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the following: (a) a Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accountsi) (iA) with weekly, and (B) upon each request for an Advancea Credit Extension, and a Transaction Report; (ii) within thirty fifteen (3015) days after the end of each month; month in which there are any outstanding Credit Extensions (i) with each request for an Advance and otherwise quarterly, within fifteen (ii) within thirty (3015) days after the end of each monthfiscal quarter), (A) monthly accounts receivable agings, aged by invoice datedate (including, without limitation, accounts receivable agings for accounts receivable used in determining EXIM Loans), (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, report and general ledger, each (D) perpetual inventory reports for Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) or such other inventory reports as are requested by Bank in its good faith business judgment; and (e) a form of presentation reasonably acceptable to Bankcompleted Borrowing Base Certificate; (ciii) as soon as available, but no later than and in any event within thirty (30) days after the last day end of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form of presentation reasonably acceptable to Bank (and it being understood that such monthly unaudited financial statements shall not include footnotes and normal year-end adjustments) (the “Monthly Financial Statements”)statements; (div) within thirty (30) days after the last day end of each month and together with the Monthly Financial Statements, a duly completed monthly Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant covenants set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (ev) within fifteen (15) days after the end of each fiscal quarter, copies of invoices for no less than ten percent (10%) of the outstanding balance of EXIM Bank accounts receivable as of the last day of such fiscal quarter; (vi) within thirty (30) days after prior to the last day end of each fiscal year of Borrower and as amended or updated, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower’s , and (B) annual financial projections for the following fiscal year and promptly upon Board approval (on a quarterly basis) as approved by Borrower’s board of directors, together with any material updates or changes thereto, related business forecasts used in the preparation of such annual Board-approved operating budgets and financial projections, in a form of presentation reasonably acceptable to Bank; (fvii) as soon as available, and in any event within one hundred eighty (180) days following the end of Borrower’s fiscal year, audited consolidated annual financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion on the financial statements from an of, independent certified public accounting firm reasonably accountants acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, howeverthat for Borrower’s fiscal year ended December 31, Borrower 2010, such annual financial statements shall promptly notify Bank in writing be certified by, and with an unqualified opinion of (which may be by electronic mail) of the posting of any such documents;other than qualified with respect to “going concern”), independent certified public accountants acceptable to Bank (hviii) within five (5) days of delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, in each case to the extent same have not been separately furnished to Bank:; (iix) 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, individually or in the aggregate, Two One Hundred Fifty Thousand Dollars ($250,000.00150,000) or more; ; Notwithstanding the foregoing, when Borrower is at or above the Liquidity Threshold, provided no Event of Default has occurred and is continuing, Borrower shall be required to provide Bank with the reports and schedules required pursuant to clause (ja)(i)(A) at least annuallyabove monthly, within thirty fifteen (3015) days after approval by the Boardend of each month. (b) In the event that Borrower is or becomes subject to the reporting requirements under the Securities Exchange Act of 1934, any 409A valuation report prepared by as amended, within five (5) days after filing, all reports on Form 10-K, 10-Q and 8-K filed with the SEC or at a link thereto on Borrower’s or another website on the direction Internet. (c) Borrower shall provide Bank with prompt written notice of Borrower; and (k) other financial information reasonably requested by Bank’s knowledge of an event that affects the value of the Intellectual Property and that would have a material adverse effect on Borrower’s business, taken as a whole.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (i) with each request for an Advance, and (ii) within thirty (30) days after the end of each month; (i) with each request for an Advance and (ii) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each in a form of presentation reasonably acceptable to Bank; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form of presentation reasonably acceptable to Bank (and it being understood that such financial statements shall not include footnotes and normal year-end adjustments) (the “Monthly Financial Statements”); (db) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant (if any) set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (ec) within thirty (30) days after the last day of Borrower’s fiscal year and promptly upon Board approval of any material updates or changes thereto, annual Board-approved operating budgets and financial projections, in a form of presentation reasonably acceptable to Bank; (fd) as soon as available, and in any event within one hundred eighty (180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (ge) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (hf) within five (5) days of delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, in each case to the extent same have not been separately furnished to Bank:; (ig) 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, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (jh) at least annually, within thirty (30) days after approval by the Board, any 409A valuation report prepared by or at the direction of Borrower; and (ki) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank with Upon and after termination of the following: Merger Agreement, Borrowers shall deliver the following to Agent: (a) a Borrowing Base Report (and as soon as available, but in any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (i) with each request for an Advance, and (ii) event within thirty (30) days after the end of each calendar month; , an unaudited balance sheet for the Company and unaudited income and cash flow statements for the Borrowers' operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent and certified by a Responsible Officer; (ib) with each request for an Advance and as soon as available, but in any event within fifteen (ii) within thirty (3015) days after the end of each calendar month, (A) monthly accounts receivable agings, aged a report setting forth all transfer of funds by invoice date, (B) monthly accounts payable agings, aged any Borrower to any deposit or other account maintained by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations any Borrower outside of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each in a form of presentation reasonably acceptable to Bank; the United States; (c) as soon as available, but no later than thirty in any event within ninety (3090) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form of presentation reasonably acceptable to Bank (and it being understood that such financial statements shall not include footnotes and normal year-end adjustments) (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) within thirty (30) days after the last day of Borrower’s fiscal year and promptly upon Board approval of any material updates or changes thereto, annual Board-approved operating budgets and financial projections, in a form of presentation reasonably acceptable to Bank; (f) as soon as available, and in any event within one hundred eighty (180) days following the end of Borrower’s Borrowers' fiscal year, audited consolidated financial statements of Borrowers prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from of an independent certified public accounting firm reasonably acceptable to Bank; Agent; (gd) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five (5) days of filingif applicable, copies of all periodic and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) within five (5) days of delivery, copies of all material statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (e) promptly upon receipt of Subordinated Debtnotice thereof, in each case to the extent same have not been separately furnished to Bank: (i) prompt a report of any legal actions pending or threatened in writing against Borrower Borrowers or any of its Subsidiaries Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.0050,000) or more; ; and (jf) at least annually, within thirty (30) days after approval of the last day of each fiscal quarter, a report signed by Borrowers, in form acceptable to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the Boardstatus of any outstanding applications or registrations, as well as any 409A valuation report prepared material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by or at the direction of Borrower; and (k) other financial information reasonably requested by Bankeach Borrower in connection with this Agreement.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Borrowing Base Report (and any schedules related thereto and including any other information reasonably requested by Bank with respect to Borrower’s Accounts) (i) with upon each request for an Advance, and (ii) within thirty (30) days after the end last day of each month, and (iii) at Bank’s option in its sole discretion while there are outstanding Advances, within five (5) days after the last day of each week; (i) with each request for an Advance and (iib) within thirty (30) days after the end last day of each month, (Ai) monthly accounts receivable agings, aged by invoice date, (Bii) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (Ciii) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each in a form of presentation reasonably acceptable to Bank; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a company company-prepared consolidated balance sheet and income statement (including, without limitation, a profit and loss statement) covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form of presentation reasonably acceptable to Bank (and it being understood that such financial statements shall not include footnotes and normal year-end adjustments) in its reasonable discretion (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) within thirty as soon as available but no later than sixty (3060) days after the last day of each fiscal year of Borrower, and within thirty (30) days of any updates or amendments thereto, (1) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower, and (2) annual financial projections for the upcoming fiscal year (on a quarterly basis, provided that Borrower’s fiscal year and promptly upon Board approval revenue schedule is prepared on a monthly basis), in each case as approved by the Board, together with any related business forecasts used in the preparation of any material updates or changes thereto, such annual Board-approved operating budgets and financial projections, in a form of presentation reasonably acceptable to Bankprepared under GAAP; (f) commencing with the 2017 fiscal year (other than fiscal years for which the Board does not require Borrower to prepare audited financial statements), as soon as available, and in any event within one two hundred eighty seventy (180270) days following after the end last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a qualification as to going concern typical for venture backed companies similar to Borrower) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; provided, however, for any fiscal year for which the Board does not require Borrower to prepare audited financial statements, Borrower shall instead deliver to Bank, as soon as available, but no later than thirty (30) days after the last day of Borrower’s fiscal year, a company- prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during such fiscal year certified by a Responsible Officer and in a form acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower and/or any Guarantor with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) within five (5) days Business Days of delivery, copies of all material statements, reports and notices generally made available to Borrower’s security holders or to any holders of Subordinated Debt, in each case to the extent same have not been separately furnished to Bank:; (i) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Five Hundred Fifty Thousand Dollars ($250,000.00500,000) or more;; and (j) at least annuallypromptly, within thirty (30) days after approval by from time to time, such other information regarding Borrower or compliance with the Board, terms of any 409A valuation report prepared by or at the direction of Borrower; and (k) other financial information Loan Documents as reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank with Other Notices and Information. Deliver the followingfollowing to Bank: (a) a Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (i) with each request for an Advance, and (ii) within thirty (30) days after the end last day of each month, aged listings of accounts receivable and accounts payable, together with a deferred revenue listing and a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto; (ib) with each request for an Advance and (ii) as soon as available, but in any event within thirty (30) days after the end of each month, (A) monthly accounts receivable agingsa Borrower prepared consolidated balance sheet, aged by invoice date, (B) monthly accounts payable agings, aged by invoice dateincome, and outstanding or held check registerscash flow statement covering such Borrower’s consolidated operations during such month, if anyprepared in accordance with GAAP, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date)consistently applied, transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each in a form of presentation reasonably acceptable to BankBank along with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) as soon as available, but no later than in any event within one hundred twenty (120) days after the end of such Borrowers’ fiscal year, audited consolidated financial statements of such Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (d) as a condition to requesting an Advance, and for each month thereafter, as soon as available, but in any event within thirty (30) days after the last day of each month, a company prepared consolidated balance sheet Borrowing Base Certificate and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer accounts receivable and in a form of presentation reasonably acceptable to Bank (and it being understood that such financial statements shall not include footnotes and normal year-end adjustments) (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checkspayable agings; (e) within thirty (30) days after the last day of Borrower’s fiscal year and promptly upon Board approval each month, bank statements for any bank in which Borrower maintains an account outside of any material updates or changes thereto, annual Board-approved operating budgets and financial projections, in a form of presentation reasonably acceptable to Bank; (f) as soon as available, and in any event within one hundred eighty thirty (18030) days following after the end last day of such Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm a contact and address list in form and substance reasonably acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) within five (5) days of delivery, copies of all material statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated DebtDebt and, in each case to if applicable, all reports on Forms 10-K and 10-Q filed with the extent same have not been separately furnished to Bank:Securities and Exchange Commission; (ih) prompt promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against such Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to such Borrower or any Subsidiary of its Subsidiaries of, individually or in the aggregate, Two Five Hundred Fifty Thousand Dollars ($250,000.00500,000) or more, or any commercial tort claim (as defined in the Code) acquired by such Borrower; (i) as soon as available, but in any event no later than the earlier of (i) sixty (60) days after the end of each fiscal year and (b) ten (10) days of approval by such Borrower’s board of directors, annual operating projections (including income statements, balance sheets and cash flow statements presented in a monthly format) for the upcoming fiscal year, approved by such Borrower’s board of directors, which shall be in form and substance reasonably satisfactory to Bank; (j) at least annuallysuch budgets, within thirty (30) days after approval by sales projections, operating plans, other financial information including information related to the Board, any 409A valuation report prepared by or at the direction verification of such Borrower’s Accounts as Bank may reasonably request from time to time; and (k) other financial information promptly (and in any event within three (3) Business Days) upon such Borrower becoming aware of the existence of any Event of Default or event described in Section 8 which, with the giving of notice or passage of time, or both, would constitute an Event of Default, such Borrower shall give written notice to Bank of such occurrence, which such notice shall include a reasonably requested by Bankdetailed description of such Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Borrowing Base Transaction Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accountsthereto) (i) with each request for an Advance, and (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day) and the last Business Day of each month when a Streamline Period is not in effect, and (iii) within thirty fifteen (3015) days after the end of each monthmonth when a Streamline Period is in effect; (i) with each request for an Advance and (iib) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reportsreport, and general ledger, each and (D) monthly perpetual inventory reports for Inventory valued on a first-in, first-out basis at the lower of cost or market (in a form of presentation reasonably acceptable to Bankaccordance with GAAP) or such other inventory reports as are requested by Bank in its good faith business judgment; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated Holdings and each of its Subsidiaries (including, without limitation, each Borrower and each other Guarantor) operations for such month certified by a Responsible Officer and in a form of presentation reasonably acceptable to Bank (and it being understood that such financial statements shall not include footnotes and normal year-end adjustments) (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) within thirty (30) days after the last day end of each fiscal year of Borrower’s , (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Holdings and promptly upon Board approval each of its Subsidiaries, on a consolidated and consolidating basis, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any material updates or changes thereto, related business forecasts used in the preparation of such annual Board-approved operating budgets and financial projections, in a form of presentation reasonably acceptable to Bank; (f) as soon as available, and in any event within one hundred eighty (180) 180 days following the end of Borrower’s fiscal year, consolidating and audited consolidated financial statements from Holdings and its Subsidiaries, prepared under GAAP, consistently applied, together with an unqualified opinion on the audited financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (g) in the event that Borrower any Credit Party becomes subject to the reporting requirements under the Exchange Act, Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower any Credit Party with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) within five (5) days of delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, in each case to the extent same have not been separately furnished to Bank:; (i) prompt report of any legal actions pending or threatened in writing against Borrower Holdings or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.0050,000) or more; (j) at least annually, within thirty (30) days after approval by the Board, any 409A valuation report prepared by or at the direction of Borrower; and (kj) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (i) with no later than Friday of each request for an Advance, week when a Streamline Period is not in effect and (ii) within thirty twenty (3020) days after the end of each monthmonth when a Streamline Period is in effect; (b) (i) with each request for an Advance and within twenty (ii) within thirty (3020) days after the end of each monthmonth when a Streamline Period is in effect and (ii) no later than Friday of each week when a Streamline Period is not in effect, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listingdebtor listings, Deferred Revenue reports, Annual Recurring Revenue reportsreport, and general ledger, each in a form of presentation reasonably acceptable to Bank; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form of presentation reasonably acceptable to Bank (and it being understood that such financial statements shall not include footnotes and normal year-end adjustments) (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) at least annually, within thirty (30) days after of approval by the last day of Borrower’s fiscal year Board, and promptly upon Board approval within five (5) Business Days of any material updates or changes amendments thereto, (A) annual Board-approved operating budgets (including income statements, balance sheets and cash flow statements, by month), and (B) annual financial projections (on a quarterly basis), in each case as approved by the Board, together with any related business forecasts used in the preparation of such annual financial projections, in a form of presentation reasonably acceptable to Bank; (f) as soon as available, and in any event within one hundred eighty (180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, Act within five (5) days of after filing, copies of all periodic and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) within five (5) days of after delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, in each case to the extent same have not been separately furnished to Bank:; (i) 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, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00) or more;; and (j) at least annuallypromptly, within thirty (30) days after approval by from time to time, such other information regarding Borrower or compliance with the Board, terms of any 409A valuation report prepared by or at the direction of Borrower; and (k) other financial information Loan Documents as reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank with the following: Borrower shall deliver to Bank: (a) a Borrowing Base Report as soon as available, but in any event within forty-five (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (i) with each request for an Advance, and (ii) within thirty (3045) days after the end of each month; 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; (ib) with each request for an Advance and (ii) as soon as available, but in any event within thirty (30) days after the end of each month, (A) monthly accounts receivable agingsa company prepared consolidated revenue and expense statement covering Borrower's consolidated operations during such period, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each in a form of presentation reasonably acceptable to Bank; ; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form of presentation reasonably acceptable to Bank (and it being understood that such financial statements shall not include footnotes and normal year-end adjustments) (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) within thirty (30) days after the last day of Borrower’s fiscal year and promptly upon Board approval of any material updates or changes thereto, annual Board-approved operating budgets and financial projections, in a form of presentation reasonably acceptable to Bank; (f) as soon as available, and in any event within one hundred eighty twenty (180120) days following after the end of Borrower’s 's fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from of an independent certified public accounting firm reasonably acceptable to Bank; ; (gd) in the event that Borrower becomes subject to the reporting requirements under the Exchange Actpromptly upon receipt of notice thereof, within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) within five (5) days of delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, in each case to the extent same have not been separately furnished to Bank: (i) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00250,000) or more; ; (je) at least annuallyprompt notice of any material change in the composition of the Intellectual Property Collateral, within thirty including, 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 other than information that is publicly available and applicable generally to Borrower's business practices and industry that materially adversely effects the value of the Intellectual Property Collateral; and (30f) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Within twenty (20) days after approval the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the Boardform of Exhibit C hereto, any 409A valuation report prepared together with aged listings of accounts receivable. Within forty-five (45) days after the last day of each quarter, Borrower shall deliver to Bank with quarterly financial statements a Compliance Certificate signed by or a Responsible Officer in substantially the form of Exhibit D hereto. Bank shall have a right from time to time hereafter to audit Borrower's Accounts at the direction Borrower's expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Borrower; and (k) other financial information reasonably requested by BankDefault has occurred and is continuing."

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (i) with each request for at all times prior to an AdvanceIPO, and (ii) within thirty (30) days after the end of each month; (i) with each request for an Advance and (ii) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each in a form of presentation reasonably acceptable to Bank; (c) as soon as available, but no later than thirty (30) days after the last day of each monthmonth and (ii) at all times after an IPO, as soon as available, but no later than forty-five (45) days after the last day of each quarter, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and each of its Subsidiary’s operations for such month certified by a Responsible Officer and in a form of presentation reasonably acceptable to Bank (and it being understood that such financial statements shall not include footnotes and normal year-end adjustments) (the “Monthly Financial Statements”); (db) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (ec) within thirty (30) days after prior to the last day end of each fiscal year of Borrower’s fiscal year , and promptly upon Board approval of contemporaneously with any material updates or changes amendments thereto, (A) annual Board-approved operating budgets (including income statements, balance sheets and cash flow statements, by month), and (B) annual financial projections (on a quarterly basis), in each case as approved by the Board, together with any related business forecasts used in the preparation of such annual financial projections, in a form of presentation reasonably acceptable to Bank; (fd) prompt written notice of any changes to the beneficial ownership information set out in Section 14 of the Perfection Certificate. Borrower understands and acknowledges that Bank relies on such true, accurate and up-to-date beneficial ownership information to meet Bank’s regulatory obligations to obtain, verify and record information about the beneficial owners of its legal entity customers; (e) as soon as available, and in any event within one hundred eighty (180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (gf) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, Act within five (5) days Business Days of filing, copies of all periodic and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower and/or any Guarantor with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (hg) within five (5) days of delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (h) at all times prior to an IPO, in each case to as soon as available, but no later than thirty (30) days after completion, any 409A valuation report prepared by or at the extent same have not been separately furnished to Bank:direction of Borrower; (i) as soon as available, but no later than thirty (30) days after completion and/or modification, copies of Issuer’s investors’ rights agreements and stock purchase agreements; (j) at all times prior to an IPO, as soon as available, but no later than thirty (30) days after the last day of each month, a monthly Board pack, including budgets, sales projections, operating plans and other financial information reasonably requested by Bank; (k) 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, individually or in the aggregate, Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (j) at least annually, within thirty (30) days after approval by the Board, any 409A valuation report prepared by or at the direction of Borrower; and (kl) promptly, from time to time, such other financial information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank Deliver to Agent, with the followingcopies to each Lender: (a) as soon as available, but in any event within 30 days (45 days in the case of a Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accountsmonth that is the end of a fiscal quarter in a fiscal year) after the end of each month during each of Parent's fiscal years, (i) with each request for an Advancea company prepared consolidated and consolidating balance sheet, income statement, and statement of cash flow covering Parent's and its Subsidiaries' operations during such period, which financial statements shall, among other things, detail all adjustments to EBITDA, (ii) a certificate signed by the chief financial officer of Parent to the effect that: A. the financial statements delivered hereunder have been prepared in accordance with GAAP (except as permitted in Section 5.19 and 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 Parent and its Subsidiaries, B. the representations and warranties of the Loan Parties 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 Borrowers have taken, are taking, or propose 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 reasonable detail, compliance at the end of such period with the applicable financial covenants contained in Section 7.20, (b) as soon as available, but in any event within thirty (30) 90 days after the end of each month;of Parent's fiscal years, (i) financial statements of Parent and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, by such accountants to have been prepared in accordance with each request for an Advance GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants' letter to management), (ii) within thirty (30) days after a certificate of such accountants addressed to Agent and the end Lenders stating that such accountants do not have knowledge of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding the existence of any Default or held check registers, if any, and (C) monthly reconciliations Event of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each in a form of presentation reasonably acceptable to Bank;Default under Section 7.20, (c) as soon as available, but no later than thirty (30) in any event within 30 days after prior to the last day start of each of Parent's fiscal years, (i) copies of Borrowers' Projections, in form and substance (including as to scope and underlying assumptions) satisfactory to Agent, in its sole discretion, for the forthcoming fiscal year, month by month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer the chief financial officer of Parent as being such officer's good faith best estimate of the financial performance of Parent and in a form of presentation reasonably acceptable to Bank (and its Subsidiaries during the period covered thereby, it being understood acknowledged that such financial statements shall not include footnotes and normal year-end adjustments) for fiscal year ending June 30, 2003, the Closing Date Business Plan satisfies this subclause (the “Monthly Financial Statements”c)(i);, (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) within thirty (30) days after the last day of Borrower’s fiscal year and promptly upon Board approval of any material updates or changes thereto, annual Board-approved operating budgets and financial projections, in a form of presentation reasonably acceptable to Bank; (f) as soon as available, and in any event within one hundred eighty four (1804) days following after the end of Borrower’s fiscal yeareach week included in the Budget, audited consolidated financial statements prepared under GAAPa comparison of actual cash disbursements and collections for such week, consistently appliedcategorized in accordance with the categories contained in the Budget, together versus expenses and collections included in the Budget for such week, (e) if and when filed by any Loan Party, (i) 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports, (ii) any other filings made by any Loan Party with an unqualified opinion the SEC, (iii) copies of Loan Parties' federal income tax returns, and any amendments thereto, filed with the Internal Revenue Service, and (iv) any other information that is provided by Parent to its shareholders generally, (f) if and when filed by any Loan Party and as requested by Agent, satisfactory evidence of payment of applicable excise taxes in each jurisdictions in which (i) any Loan Party conducts business or is required to pay any such excise tax, (ii) where any Loan Party's failure to pay any such applicable excise tax would result in a Lien on the financial statements from an independent certified public accounting firm properties or assets of any Loan Party, or (iii) where any Loan Party's failure to pay any such applicable excise tax reasonably acceptable could be expected to Bank;result in a Material Adverse Change, (g) promptly after the commencement thereof, but in the any event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five (5) days after the service of filingprocess with respect thereto on any Loan Party, copies notice of all periodic and other reportsactions, proxy statements and other materials (in each case to the extent material) filed suits or proceedings brought by Borrower with the SEC, or against any Loan Party before any Governmental Authority succeeding which could reasonably be expected to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included result 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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents;Material Adverse Change, (h) within five (5) days as soon as a Loan Party has knowledge of deliveryany event or condition that constitutes a Default or an Event of Default, copies notice thereof and a statement of all material statementsthe curative action that Borrowers propose to take with respect thereto, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, in each case to the extent same have not been separately furnished to Bank:and (i) prompt upon the request of Agent, any other report reasonably requested relating to the financial condition of Loan Parties. In addition to the financial statements referred to above, Loan Parties agree to deliver financial statements prepared on both a consolidated and consolidating basis and that no Loan Party will have a fiscal year different from that of Parent. Loan Parties agree that their independent certified public accountants are authorized to communicate with Agent and to release to Agent whatever financial information concerning Loan Parties that Agent reasonably may request. Each Loan Party waives the right to assert a confidential relationship, if any, it may have with any legal actions pending accounting firm or threatened service bureau in writing against Borrower or connection with any of its Subsidiaries that could result in damages or costs information requested by Agent pursuant to Borrower or any of its Subsidiaries of, individually or in the aggregateaccordance with this Agreement, Two Hundred Fifty Thousand Dollars ($250,000.00) and agree that Agent may contact directly any such accounting firm or more; (j) at least annually, within thirty (30) days after approval by the Board, any 409A valuation report prepared by or at the direction of Borrower; and (k) other financial information reasonably requested by Bankservice bureau in order to obtain such information.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Borrowing Base Transaction Report (including sales and collections journals and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accountsthereto) (i) with each request for an Advance, (ii) no later than Friday of each week when a Streamline Period is not in effect, and (iiiii) within thirty (30) days after the end of each monthmonth when a Streamline Period is in effect; (i) with no later than Friday of each request for an Advance week when a Streamline Period is not in effect, and (ii) within thirty twenty (3020) days after the end of each monthmonth when a Streamline Period is in effect, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, report and general ledger, each in a form of presentation reasonably acceptable to Bank; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet sheet, cash flow statement and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form of presentation reasonably acceptable to Bank (and it being understood that such financial statements shall not include footnotes and normal year-end adjustments) (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) at least annually and within thirty (30) days after approval by Borrower’s Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the last day upcoming fiscal year of Borrower’s , and (B) annual financial projections for the following fiscal year and promptly upon Board approval (on a quarterly basis) as approved by Borrower’s board of directors, together with any material updates or changes thereto, related business forecasts used in the preparation of such annual Board-approved operating budgets and financial projections, in a form of presentation reasonably acceptable to Bank; (fi) at all times that Borrower’s Board of Directors requires Borrower to prepare audited financial statements, as soon as available, and in any event within one two hundred eighty forty (180240) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; and (ii) at all other times, as soon as available, and in any event within sixty (60) days following the end of Borrower’s fiscal year, a company prepared consolidated balance sheet, cash flow statement and income statement covering Borrower’s consolidated operations for such fiscal year certified by a Responsible Officer and in a form reasonably acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) within five (5) days of delivery, copies of all material statements, reports and notices made generally available to Borrower’s security holders or to any holders of Subordinated Debt, in each case to the extent same have not been separately furnished to Bank:; (i) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; (j) at least annually, within thirty (30) days after approval by the Board, any 409A valuation report prepared by or at the direction of Borrower; and (kj) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank Deliver to Agent, with the following:copies to each Lender: 137020431v13 (a) a Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (i) with each request for an Advance, and (ii) within thirty (30) 45 days after the end of each month;of the first three quarters during each of Borrower’s fiscal years, (i) with each request an unaudited consolidated balance sheet, income statement, and statement of cash flow covering Borrower’s and its Subsidiaries’ operations during such period and for an Advance the three month period then ended, (ii) management discussion and analysis report of Borrower and its Subsidiaries, describing in reasonable detail their operations and financial condition and any construction updates for such period, and (iii) a Compliance Certificate; provided, that the foregoing clauses (i) and (ii) shall be satisfied by filing of Borrower’s 10-Q with the SEC including such financial statements and reports (and the public filing of such report with the SEC shall constitute delivery under this Section 6.3(a)); (b) within thirty (30) 120 days after the end of each monthof Borrower’s fiscal years (for the avoidance of doubt, including Borrower’s fiscal year ended December 31, 2018), (i) consolidated financial statements of Borrower and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications (including any (A) monthly accounts receivable agings, aged by invoice date“going concern” or like qualification or exception (except to the extent that such qualification or exception is due solely to the fact that the Revolver Maturity Date or the Delayed Draw Term Loan Maturity Date at the time of such audit is scheduled to occur within twelve months of the end of such fiscal year), (B) monthly accounts payable agingsqualification or exception as to the scope of such audit, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations qualification which relates to the treatment or classification of accounts receivable agings (aged by invoice dateany item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 7.18), transaction reportsby such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reportsincome statement, and general ledgerstatement of cash flow and, each in if prepared, such accountants’ letter to management) and (ii) a form Compliance Certificate; provided, that the foregoing clause (i) shall be satisfied by filing of presentation reasonably acceptable to BankBorrower’s 10-K with the SEC including such financial statements (and the public filing of such report with the SEC shall constitute delivery under this Section 6.3(b)); (c) as soon as available, but no later than thirty (30) within 60 days after the last day start of each of Borrower’s fiscal years, copies of Borrower’s Projections, in form (including as to scope) satisfactory to Agent, in its Permitted Discretion, for the forthcoming fiscal year, month by month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form the chief financial officer of presentation reasonably acceptable to Bank (and it Borrower as being understood that such officer’s good faith estimate of the financial statements shall not include footnotes and normal year-end adjustments) (performance of Borrower during the “Monthly Financial Statements”)period covered thereby; (d) within thirty if and when filed by Borrower, 137020431v13 (30i) days after the last day of each month Form 10-Q quarterly reports, Form 10-K annual reports, and together Form 8-K current reports, and (ii) any other filings made by Borrower with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checksSEC; (e) promptly, but in any event within thirty (30) 5 days after the last day a senior officer of Borrower’s fiscal year and promptly upon Board approval Borrower has knowledge of any material updates event or changes theretocondition that constitutes a Default or an Event of Default, annual Board-approved operating budgets notice thereof and financial projections, in a form statement of presentation reasonably acceptable the curative action that Borrower proposes to Banktake with respect thereto (if any); (f) as soon as availablepromptly after the commencement thereof, and but in any event within one hundred eighty (180) 5 days following after the end service of Borrower’s fiscal yearprocess with respect thereto on Borrower or any of its Subsidiaries, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five (5) days of filing, copies notice of all periodic and other reportsactions, proxy statements and other materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchangesuits, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, proceedings brought by or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) within five (5) days of delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, in each case to the extent same have not been separately furnished to Bank: (i) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that before any Governmental Authority which reasonably could be expected to result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00) or morea Material Adverse Change; (jg) at least annuallypromptly following any request therefor, within thirty (30) days after approval provide information and documentation reasonably requested by the BoardAgent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, any 409A valuation report prepared by or at including, without limitation, the direction of BorrowerPATRIOT Act and the Beneficial Ownership Regulation; and (kh) upon the request of Agent, any other financial information reasonably requested by Bankrelating to the financial condition of Borrower or its Subsidiaries. In addition, Borrower agrees that no Subsidiary of Borrower will have a fiscal year different from that of Borrower. Borrower also agrees to cooperate with Agent to allow Agent to consult with its independent certified public accountants if Agent reasonably requests the right to do so and that, in such connection, its independent certified public accountants are authorized to communicate with Agent and to release to Agent whatever financial information concerning Borrower or its Subsidiaries that Agent reasonably may request.

Financial Statements, Reports, Certificates. Provide Bank Deliver to Agent, with the followingcopies to each Lender: (a) a Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (i) with each request for an Advance, and (ii) within thirty (30) days after the end of each month; (i) with each request for an Advance and (ii) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each in a form of presentation reasonably acceptable to Bank; (c) as soon as available, but no later than thirty (30) in any event within 45 days after the last day end of each month, month during each of Borrower's fiscal years, (i) a company prepared consolidated balance sheet sheet, income statement, and income statement of cash flow covering Borrower’s consolidated 's operations for during such month certified period, (ii) a certificate signed by a Responsible Officer and in a form of presentation reasonably acceptable its chief financial officer to Bank the effect that: (and it being understood that such A) the financial statements shall not include delivered hereunder have been prepared in accordance with GAAP (except for the lack of footnotes and normal being subject to year-end audit adjustments) (and fairly present the “Monthly Financial Statements”);financial condition of Borrower, (dB) within thirty (30) days after the last day representations and warranties of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant set forth contained in this Agreement and such the other information Loan Documents are true and correct in all material respects on and as Bank may reasonably request, including, without limitation, a statement that at of the end date of such month there were no held checks;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), (eC) within thirty there does not exist any condition or event that constitutes a Default or Event of Default (30) days after or, to the last day of Borrower’s fiscal year and promptly upon Board approval extent of any material updates non-compliance, describing such non-compliance as to which he or changes she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto, annual Board-approved operating budgets and financial projections, in a form of presentation reasonably acceptable to Bank;), (fb) as soon as available, and but in any event within one hundred eighty (180) 90 days following after the end of each of Borrower’s 's fiscal years, financial statements of Borrower for each such fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an by independent certified public accounting firm accountants reasonably acceptable to Bank;Agent (Agent agrees that BDO Seid▇▇▇ ▇▇ acceptable) and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants' letter to management), (gc) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five if and when filed by Borrower, (5i) days of filing, copies of all periodic and other form 10-Q quarterly reports, proxy statements Form 10-K annual reports, and Form 8-K current reports, (ii) any other materials (in each case to the extent material) filed filings made by Borrower with the SEC, and (iii) any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed other information that is provided by Borrower to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents;shareholders generally, (hd) within five (5) days upon the request of delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, in each case to the extent same have not been separately furnished to Bank:Agent, (i) prompt any other report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs reasonably requested relating to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (j) at least annually, within thirty (30) days after approval by the Board, any 409A valuation report prepared by or at the direction financial condition of Borrower; and (k) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank Deliver to Agent, with the followingcopies to each Lender: (a) a Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (i) with each request for an Advance, and (ii) within thirty (30) days after the end of each month; (i) with each request for an Advance and (ii) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each in a form of presentation reasonably acceptable to Bank; (c) as soon as available, but no later than thirty (30) in any event within 45 days after the last day end of each month, month during each of Borrower's fiscal years, (i) a company prepared consolidated balance sheet sheet, income statement, and income statement of cash flow covering Borrower’s consolidated 's operations for during such month certified period, (ii) a certificate signed by a Responsible Officer and in a form of presentation reasonably acceptable its chief financial officer to Bank the effect that: (and it being understood that such A) the financial statements shall not include delivered hereunder have been prepared in accordance with GAAP (except for the lack of footnotes and normal being subject to year-end audit adjustments) (and fairly present the “Monthly Financial Statements”);financial condition of Borrower, (dB) within thirty (30) days after the last day representations and warranties of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant set forth 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 other information certificate, as Bank though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (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 reasonably requesthave knowledge and what action Borrower has taken, includingis taking, without limitationor proposes to take with respect thereto), (iii) for each month that is the date on which a financial covenant in SECTION 7.20 is to be tested, a statement that Compliance Certificate demonstrating, in reasonable detail, compliance at the end of such month there were no held checks;period with the applicable financial covenants contained in SECTION 7.20, (eiv) within thirty (30) days after the last day of Borrower’s fiscal year and promptly upon Board approval of any material updates or changes theretofor each quarter, annual Board-approved operating budgets and a certificate signed by its chief financial projectionsofficer setting forth, in reasonable detail, a form calculation of presentation reasonably acceptable to Bank;Excess Cash Flow, if any, for such quarter, (fb) as soon as available, and but in any event within one hundred eighty (180) 90 days following after the end of each of Borrower’s 's fiscal years, financial statements of Borrower for each such fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an by independent certified public accounting firm accountants reasonably acceptable to Bank;Agent (Agent agrees that BDO Seid▇▇▇ ▇▇ acceptable) and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants' letter to management), (gc) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five if and when filed by Borrower, (5i) days of filing, copies of all periodic and other form 10-Q quarterly reports, proxy statements Form 10-K annual reports, and Form 8-K current reports, (ii) any other materials (in each case to the extent material) filed filings made by Borrower with the SEC, and (iii) any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed other information that is provided by Borrower to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents;shareholders generally, (hd) within five (5) days upon the request of delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, in each case to the extent same have not been separately furnished to Bank:Agent, (i) prompt any other report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs reasonably requested relating to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (j) at least annually, within thirty (30) days after approval by the Board, any 409A valuation report prepared by or at the direction financial condition of Borrower; and (k) other . If Borrower is a parent company of one or more Subsidiaries, then, in addition to the financial statements referred to above, Borrower agrees to deliver, if requested by Agent, financial statements prepared on both a consolidated and consolidating basis. Borrower agrees that its independent certified public accountants are authorized to communicate with Agent and to release to Agent whatever financial information concerning Borrower that Agent reasonably requested by Bankmay request.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (i) with each request for an Advance, Advance and (ii) within thirty (30) days after the end of each month; (i) with each request for an Advance and (ii) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (Bii) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (Ciii) monthly reconciliations of accounts receivable agings (aged by invoice date)) and transaction reports and (iv) monthly perpetual inventory reports for Inventory valued on a first-in, transaction reportsfirst-out basis at the lower of cost or market (in accordance with GAAP) or such other inventory reports as are requested by Bank in its good faith business judgment, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, in the case of each of the foregoing (A) with each request for an Advance and general ledger, (B) within thirty (30) days after the end of each in a form of presentation reasonably acceptable to Bankmonth; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form of presentation reasonably acceptable to Bank (and it being understood that such financial statements shall not include footnotes and normal year-end adjustments) (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) within as soon as available, and in any event no later than thirty (30) days after following the last day end of each fiscal year of Borrower’s fiscal year , and promptly upon Board approval of contemporaneously with any material updates or changes amendments thereto, (A) annual Board-approved operating budgets (including income statements, balance sheets and cash flow statements, by month), and (B) annual financial projections (on a quarterly basis), in each case as approved by the Board, together with any related business forecasts used in the preparation of such annual financial projections, in a form of presentation reasonably acceptable to Bank; (f) as soon as available, and in any event within one hundred eighty forty-five (18045) days following the end of Borrowereach fiscal quarter of Parent, Parent’s 10-Q for such fiscal quarter as filed with the SEC; (g) as soon as available, and in any event within ninety (90) days following the end of Parent’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently appliedParent’s 10-K for such fiscal year as filed with the SEC, together with an unqualified opinion on the financial statements included in the 10-K from an independent certified public accounting firm reasonably acceptable to Bank; (gh) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower and/or any Guarantor with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (hi) within five (5) days of delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, in each case ; (j) prompt written notice of any changes to the extent same have not been separately furnished beneficial ownership information set out in Section 14 of the Perfection Certificate. Borrower understands and acknowledges that Bank relies on such true, accurate and up-to-date beneficial ownership information to meet Bank:’s regulatory obligations to obtain, verify and record information about the beneficial owners of its legal entity customers; (ik) 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, individually or in the aggregate, Two Hundred Fifty Thousand One Million Dollars ($250,000.001,000,000.00) or more; (j) at least annually, within thirty (30) days after approval by the Board, any 409A valuation report prepared by or at the direction of Borrower; and (kl) promptly, from time to time, such other financial information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank with the followingDeliver to Lender: (a) as soon as available, but in any event within 30 days (45 days in the case of a Borrowing Base Report month that is the end of one of Borrower's fiscal quarters) after the end of each month (and any schedules related thereto and including any other information requested by Bank with respect than the month corresponding to the last month of Borrower’s Accounts's fiscal year) during each of Borrower's fiscal years, (i) with each request for an Advanceunaudited consolidated and consolidating balance sheet, and income statement and an unaudited consolidated statement of cash flow covering Borrower's and its Subsidiaries' operations during such period, (ii) a certificate signed by the chief financial officer of Borrower to the effect that: (A) the financial statements delivered hereunder have been prepared in accordance with GAAP (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 and its Subsidiaries, and (B) 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 7.18 is to be tested, a Compliance Certificate demonstrating, in reasonable detail, compliance at the end of such period with the applicable financial covenants contained in Section 7.18 and for each month that is the end of a fiscal quarter, a certificate detailing the TTM EBITDA for such period. (b) as soon as available, but in any event within thirty (30) 90 days after the end of each month;of Borrower's fiscal years, (i) consolidated and consolidating financial statements of Borrower and its Subsidiaries 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 each request for an Advance GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants' letter to management), and (ii) within thirty (30) days after a certificate of such accountants addressed to Lender stating that such accountants do not have knowledge of the end existence of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding any Default or held check registers, if any, and (C) monthly reconciliations Event of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each in a form of presentation reasonably acceptable to Bank;Default under Section 7.18, (c) as soon as available, but in any event no later than thirty (30) days after the last day start of each of Borrower's fiscal years, copies of Borrower's Projections, in form and substance (including as to scope and underlying assumptions) satisfactory to Lender, in its sole discretion, for the forthcoming 3 years, year by year, and for the forthcoming fiscal year, month by month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer the chief financial officer of Borrower as being such officer's good faith best estimate of the financial performance of Borrower during the period covered thereby and in a form based upon the good faith estimates and assumptions believed by management of presentation reasonably acceptable Borrower to Bank (be accurate and reasonable at the time made, it being understood recognized by Lender that such financial statements shall information as it relates to future events is not include footnotes to be viewed as fact and normal year-end adjustments) (that actual results during the “Monthly Financial Statements”);period or periods covered by such financial information may differ from the projected results set forth therein and such differences may be material, (d) within thirty if and when filed by Borrower, (30i) days after the last day of each month Form 10-Q quarterly reports, Form 10-K annual reports, and together Form 8-K current reports, (ii) any other filings made by Borrower with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as SEC, (iii) copies of the end of such month, Borrower was in full compliance with all of the terms and conditions of this AgreementBorrower's federal income tax returns, and setting forth calculations showing compliance any amendments thereto, filed with the financial covenant set forth in this Agreement and such Internal Revenue Service, and (iv) any other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks;is provided by Borrower to its shareholders generally, (e) within thirty if requested by Lender in its Permitted Discretion, satisfactory evidence of payment of applicable excise taxes in each jurisdiction in which (30i) days after the last day of Borrower or its Subsidiaries conducts business or is required to pay any such excise tax, (ii) where Borrower’s fiscal year and promptly upon Board approval of 's or its Subsidiaries' failure to pay any material updates or changes thereto, annual Board-approved operating budgets and financial projections, such applicable excise tax would result in a form Lien on the properties or assets of presentation Borrower or its Subsidiaries, or (iii) where Borrower's or its Subsidiaries' failure to pay any such applicable excise tax reasonably acceptable could be expected to Bank;result in a Material Adverse Change, (f) as soon as availableBorrower has knowledge of any event or condition that constitutes a Default or an Event of Default, notice thereof and a statement of the curative action that Borrower proposes to take with respect thereto, (g) promptly after the commencement thereof, but in any event within one hundred eighty (180) 5 days following after the end service of Borrower’s fiscal yearprocess with respect thereto on Borrower or any of its Subsidiaries, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five (5) days of filing, copies notice of all periodic and other reportsactions, proxy statements and other materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchangesuits, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, proceedings brought by or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) within five (5) days of delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, in each case to the extent same have not been separately furnished to Bank: (i) 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 before any Governmental Authority which, if determined adversely to Borrower or any of its Subsidiaries ofsuch Subsidiary, individually or reasonably could be expected to result in the aggregatea Material Adverse Change, Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (j) at least annually, within thirty (30) days after approval by the Board, any 409A valuation report prepared by or at the direction of Borrower; and (kh) other financial upon the request of Lender, any information reasonably requested by Bankrelating to the financial condition of Borrower or its Subsidiaries. In addition, Borrower agrees that no Subsidiary of Borrower will have a fiscal year different from that of Borrower. Borrower agrees to cooperate with Lender to allow Lender to consult with its independent certified public accountants if Lender reasonably requests the right to do so and that, in such connection so long as no Default or Event of Default shall have occurred or is continuing, Lender shall not consult with Borrower's certified public accountants unless Borrower has been given prior notice of and the opportunity to participate in, such consultation. Subject to the foregoing notice as set forth in the immediately preceding sentence, Borrower's independent certified public accountants are authorized to communicate with Lender and to release to Lender whatever financial information concerning Borrower or its Subsidiaries that Lender reasonably may request.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Borrowing Base Transaction Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accountsthereto) (i) with each request for an Advance, (ii) no later than Friday of each week when a Streamline Period is not in effect, and (iiiii) within thirty (30) days after the end of each monthmonth when a Streamline Period is in effect; (i) with each request for an Advance and (iib) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each in a form of presentation reasonably acceptable to Bank; (c) as As soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form of presentation reasonably acceptable to Bank (and it being understood that such financial statements shall not include footnotes and normal year-end adjustments) (the “Monthly Financial Statements”); (d) within Within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) within thirty Within seven (307) Business Days after approval by Borrower’s Board of Directors but at least annually by March 31st of each fiscal year, annual financial plans and projections consisting of consolidated balance sheets and income statements covering Borrower’s and each of its Subsidiary’s operations on a monthly basis for the upcoming fiscal year approved by Borrower’s Board of Directors and commensurate in form and substance with those provided to Borrower’s venture capital investors, together with any related business forecasts used in the preparation of such annual financial plans and projections; (f) Within one hundred twenty (120) days after the last day of Borrower’s fiscal year and promptly upon Board approval of any material updates or changes thereto, annual Board-approved operating budgets and financial projections, in a form of presentation reasonably acceptable to Bank; (f) as soon as available, and in any event within one hundred eighty (180) days following the end of required by Borrower’s fiscal yearBoard of Directors, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (g) in Within five (5) days of delivery, copies of all statements, reports and notices made generally available to Borrower’s security holders or to any holders of Subordinated Debt; (h) In the event that Borrower becomes subject to the reporting requirements under the Exchange Act, Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) within five (5) days of delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, in each case to the extent same have not been separately furnished to Bank: (i) 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, individually or in the aggregate, Two One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more;; and (j) at least annually, within thirty (30) days after approval by the Board, any 409A valuation report prepared by or at the direction of Borrower; and (k) other Other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Borrowing Base Report No later than Friday of each week if Streamline Period is not in effect or within twenty (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (i) with each request for an Advance, and (ii) within thirty (3020) days after the end of each monthmonth if a Streamline Period is in effect, a Transaction Report (and any schedules related thereto); (i) with each request for an Advance and (iib) within thirty twenty (3020) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, reports and general ledger, each and (D) monthly perpetual inventory reports for Inventory valued on a first-in, first-out basis at the lower of cost or market (in a form of presentation reasonably acceptable to Bankaccordance with GAAP) or such other inventory reports as are requested by Bank in its good faith business judgment; (c) as soon as available, but no later than thirty twenty (3020) days after the last day of each monthmonth when a Streamline Period is not in effect, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form of presentation reasonably acceptable to Bank (and it being understood that such financial statements shall not include footnotes and normal year-end adjustments) (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) within thirty (30) days after the last day of Borrower’s fiscal year and promptly upon Board approval of any material updates or changes thereto, annual Board-approved operating budgets and financial projections, in a form of presentation reasonably acceptable to Bank; (f) as soon as available, and in any event within one hundred eighty (180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (he) within five (5) days of filing its 10Q or 10K with the SEC when a Streamline Period is in effect or within twenty (20) days of the last day of each month when a Streamline Period is not in effect, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month/quarter, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank shall reasonably request, including, without limitation, a statement that at the end of such month/quarter there were no held checks; (f) within thirty (30) days prior to the end of each fiscal year of Borrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; and (g) within five (5) days of delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (h) In addition to any reporting requirements in the EX-IM Loan Documents, in within twenty (20) days after the last day of each case fiscal quarter, deliver to the extent same have not been separately furnished Bank copies of (i) individual invoices equal to Bank:or greater than ten percent (10%) of all outstanding EX-IM Eligible Foreign Accounts (as reported at quarter-end) and (ii) individual export order equal to or greater than ten percent (10%) of all outstanding EX-IM Eligible Foreign Inventory (as reported at quarter-end); (i) prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (j) 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, individually or in the aggregate, Two Five Hundred Fifty Thousand Dollars ($250,000.00500,000) or more; (j) at least annually, within thirty (30) days after approval by the Board, any 409A valuation report prepared by or at the direction of Borrower; and (k) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Borrowing Base Transaction Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accountsthereto) (iy) with weekly and at the time of each request for an Advance, Advance if a Streamline Period is not in effect or an Event of Default has occurred and is continuing and (iiz) within thirty fifteen (3015) days after the end of each monthmonth if a Streamline Period is in effect and no Event of Default has occurred and is continuing; (i) with each request for an Advance and (iib) within thirty fifteen (3015) days after the end of each month, (A) monthly accounts receivable agingsagings (including, without limitation, accounts receivable agings for accounts receivable used in determining EXIM Loans), aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, reports and general ledger, each and (D) monthly perpetual inventory reports for Inventory valued on a first-in, first-out basis at the lower of cost or market (in a form of presentation reasonably acceptable to Bankaccordance with GAAP) or such other inventory reports as are requested by Bank in its good faith business judgment; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and each of its Subsidiary’s operations for such month certified by a Responsible Officer and in a form of presentation reasonably acceptable to Bank (and it being understood that such financial statements shall not include footnotes and normal year-end adjustments) (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, month Borrower was in full compliance with all of the terms and conditions of this AgreementAgreement (subject to any existing Defaults or Events of Default, which Borrower shall describe in the Compliance Certificate), and setting forth calculations showing compliance with the financial covenant covenants set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) within thirty (30) days after the last day of Borrower’s fiscal year and promptly upon Board approval of any material updates or changes thereto, annual Board-approved operating budgets and financial projections, in a form of presentation reasonably acceptable to Bank; (f) as soon as available, and in any event within one hundred eighty (180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) within five (5) days of delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, in each case to the extent same have not been separately furnished to Bank: (i) 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, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (j) at least annually, within thirty (30) days after approval by the Board, any 409A valuation report prepared by or at the direction of Borrower; and (k) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Borrowing Base Transaction Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accountsthereto) (i) with each request for an Advance, (ii) on the 15th day (or the immediately preceding Business Day if the 15th is not a Business Day) and on the last Business Day of each month when a Streamline Period is not in effect, and (iiiii) within thirty (30) days after the end of each monthmonth when a Streamline Period is in effect; (i) with each request for an Advance and (iib) within thirty (30) days after the end of each month, (Ai) monthly accounts receivable agings, aged by invoice date, (Bii) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (Ciii) monthly reconciliations of accounts receivable agings (aged by invoice date), ) and transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each in a form of presentation reasonably acceptable to Bank; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated operations and Borrower’s and each of its Subsidiaries’ operations for such month certified by a Responsible Officer and in a form of presentation reasonably acceptable to Bank (and it being understood that such financial statements shall not include footnotes and normal year-end adjustments) (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) within thirty ten (3010) days after approval by Borrower’s Board, but at least annually, (i) annual operating budgets (including income statements, balance sheets and cash flow statements, consistent with the last day requirements of Borrower’s Board) for the upcoming fiscal year of Borrower, and (ii) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s Board, together with any related business forecasts used in the preparation of such annual financial projections; (f) with respect to Borrower’s fiscal year ending December 31, 2013, as soon as available, and with respect to each of Borrower’s fiscal year and promptly upon Board approval of any material updates or changes theretoends thereafter, annual Board-approved operating budgets and financial projections, in a form of presentation reasonably acceptable to Bank; (f) as soon as available, available and in any event within one hundred eighty (180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to BankBank (Bank acknowledges that Borrower’s current independent certified public accounting firm as of the Effective Date, any of the “big four” accounting firms, is acceptable to Bank as of the Effective Date); (g) within fifteen (15) days after compilation, but at least annually, any 409A valuation report prepared by or at the direction of Borrower; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, Act within five ten (510) days of filing, copies of all periodic and other reports, proxy statements and other similar materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to all of its shareholdersshareholders (or required to be distributed), as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address, or are available at ▇▇▇.▇▇▇.▇▇▇ (or any successor site maintained by the SEC for similar purposes); provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (hi) within five ten (510) days of delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, in each case to the extent same have not been separately furnished to Bank:; (ij) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that is reasonably likely to be adversely determined, and if adversely determined could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00250,000) or more; (j) at least annually, within thirty (30) days after approval by the Board, any 409A valuation report prepared by or at the direction of Borrower; and (k) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank Deliver to Lender: as soon as available, but in any event within 30 days (45 days in the case of a month that is the end of one of the first 3 fiscal quarters in a fiscal year) after the end of each month during each of Parent's fiscal years, a company prepared consolidated balance sheet, income statement, and statement of cash flow covering Parent's and its Subsidiaries' operations during such period, a certificate signed by the chief financial officer of Parent to the effect that: the financial statements delivered hereunder have been prepared in accordance with GAAP (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 Parent and its Subsidiaries, the representations and warranties of Borrowers and of each Subsidiary of Borrowers 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 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 Borrowers have taken, are taking, or propose to take with respect thereto), and 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 reasonable detail, compliance at the end of such period with the following: (a) a Borrowing Base Report (and applicable financial covenants contained in Section 7.20, as soon as available, but in any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (i) with each request for an Advance, and (ii) event within thirty (30) 90 days after the end of each month; (i) with of Parent's fiscal years, financial statements of Parent and its Subsidiaries for each request for an Advance and (ii) within thirty (30) days after the end of each monthsuch fiscal year, (A) monthly accounts receivable agings, aged audited by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each in a form of presentation independent certified public accountants reasonably acceptable to Bank; Lender and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP (c) such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants' letter to management), and a certificate of such accountants addressed to Lender stating that such accountants do not have knowledge of the existence of any Default or Event of Default under Section 7.20, as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form of presentation reasonably acceptable to Bank (and it being understood that such financial statements shall not include footnotes and normal year-end adjustments) (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) within thirty (30) days after the last day of Borrower’s fiscal year and promptly upon Board approval of any material updates or changes thereto, annual Board-approved operating budgets and financial projections, in a form of presentation reasonably acceptable to Bank; (f) as soon as available, and in any event within one hundred eighty 30 days prior to the start of each of Parent's fiscal years, copies of Borrowers' Projections, the form and substance (180including as to scope and underlying assumptions) days following of which are satisfactory to Lender, in its sole discretion, for the end of Borrower’s forthcoming 2 years, year by year, and for the forthcoming fiscal year, audited consolidated month by month, certified by the chief financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on officer of Parent as being such officer's good faith best estimate of the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (g) in performance of Parent and its Subsidiaries during the event that period covered thereby, if and when filed by any Borrower becomes subject to the reporting requirements under the Exchange Actor any Subsidiary of any Borrower, within five (5) days of filing, copies of all periodic and other 10-Q quarterly reports, proxy statements Form 10-K annual reports, and Form 8-K current reports, any other materials (in each case to the extent material) filed filings made by any Borrower or any Subsidiary of any Borrower with the SEC, copies of Borrowers' federal income tax returns, and any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchangeamendments thereto, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically IRS, and any other information that is provided by Parent to its shareholders generally, if so deliveredand when filed by any Borrower or any Subsidiary of such Borrower and as requested by Lender, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) satisfactory evidence of the posting payment of any such documents; (h) within five (5) days of delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, applicable excise taxes in each case to the extent same have not been separately furnished to Bank: jurisdictions in which (i) prompt report any such Borrower or such Subsidiary conducts business or is required to pay any such excise tax, (ii) where Borrower's or such Subsidiary's failure to pay any such applicable excise tax would result in a Lien on the properties or assets of such Borrower or such Subsidiary, or (iii) where such Borrower's or such Subsidiary's failure to pay any legal actions pending or threatened such applicable excise tax reasonably could be expected to result in writing against a Material Adverse Change, as soon as a Borrower or any Subsidiary of its Subsidiaries such Borrower has knowledge of any event or condition that could result in damages constitutes a Default or costs an Event of Default, notice thereof and a statement of the curative action that Borrowers or such Subsidiary propose to Borrower take with respect thereto, and upon the request of Lender, any other report reasonably requested relating to the financial condition of Borrowers or their Subsidiaries. In addition to the financial statements referred to above, Borrowers agree to deliver financial statements prepared on both a consolidated and consolidating basis and that no Borrower, or any Subsidiary of its Subsidiaries ofa Borrower, individually will have a fiscal year different from that of Parent. Borrowers agree that their independent certified public accountants are authorized to communicate with Lender and to release to Lender whatever financial information concerning Borrowers that Lender reasonably may request. Each 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 the aggregateaccordance with this Agreement, Two Hundred Fifty Thousand Dollars ($250,000.00) and agree that Lender may contact directly any such accounting firm or more; (j) at least annually, within thirty (30) days after approval by the Board, any 409A valuation report prepared by or at the direction of Borrower; and (k) other financial information reasonably requested by Bankservice bureau in order to obtain such information.

Financial Statements, Reports, Certificates. Provide Bank with the following: Deliver to Foothill: (a) a Borrowing Base Report (and as soon as available, but in any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (i) with each request for an Advance, and (ii) event within thirty (30) days after the end of each month; (i) with month during each request for an Advance of Borrower's fiscal years, a company prepared balance sheet, income statement, and cash flow statement covering Borrower's operations during such period; and (iib) as soon as available, but in any event within thirty ninety (3090) days after the end of each monthof Borrower's fiscal years, financial statements of Borrower for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Foothill and certified, without any qualifications (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registersother than a "going concern" qualification, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice datebased on financial information provided to Foothill in writing prior to the Closing Date), transaction reportsby such accountants to have been prepared in accordance with GAAP, detailed Account Debtor listingtogether with a certificate of such accountants addressed to Foothill stating that such accountants do not have knowledge of the existence of any event or condition constituting an Event of Default, Deferred Revenue reportsor that would, Annual Recurring Revenue reportswith the passage of time or the giving of notice, constitute an Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and general ledgercash flow statement, and, if prepared, such accountants' letter to management. Borrower agrees to deliver financial statements prepared on a consolidating basis so as to present Borrower and each in Subsidiary (including Canadian Guarantor, with conversion to United States GAAP) separately, and on a form of presentation reasonably acceptable consolidated basis. Together with the above, Borrower also shall deliver to Bank; (c) Foothill Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, if any, as soon as availablethe same are filed, but no later than thirty (30) days after or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by Foothill relating to the last day Collateral, the Canadian Collateral, the Circuits Collateral, the Real Property, or the financial condition of each Borrower. Each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form of presentation reasonably acceptable to Bank (and it being understood that such financial statements shall not include footnotes and normal year-end adjustments) (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statementsfinancial statements provided pursuant to Section 6.4(a), Borrower shall deliver to Foothill a duly completed Compliance Certificate certificate -------------- signed by a Responsible Officerits chief financial officer to the effect that: (i) all reports, certifying that statements, or computer prepared information of any kind or nature delivered or caused to be delivered to Foothill hereunder (x) in the case of the financial statements provided pursuant to Section 6.4(b), have been prepared in accordance -------------- with GAAP and fairly present the financial condition and results of operations of Borrower as of the end date thereof, and (y) in the case of all other such monthreports, statements or computer prepared information, have been prepared in a manner consistent in all respects with the manner of preparation of those previously provided to Foothill; (ii) each of Borrower was and the Guarantors is in full timely compliance with all of its covenants and agreements hereunder and under the terms other Loan Documents to which it is party; (iii) the representations and conditions warranties of this Agreement, Borrower and setting forth calculations showing compliance with the financial covenant set forth each Guarantor contained in this Agreement and such the other information Loan Documents are true and correct in all material respects on and as Bank may reasonably request, including, without limitation, a statement that at of the end date of such month there were no held checks; certificate, as though made on and as of such date (e) within thirty (30) days after the last day of Borrower’s fiscal year and promptly upon Board approval of any material updates or changes thereto, annual Board-approved operating budgets and financial projections, in a form of presentation reasonably acceptable to Bank; (f) as soon as available, and in any event within one hundred eighty (180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials (in each case except to the extent materialthat such representations and warranties relate solely to an earlier date); and (iv) filed by on the date of delivery of such certificate to Foothill there does not exist any condition or event that constitutes an Event of Default (or, in each case, to the extent of any non-compliance, describing such non- compliance as to which he or she may have knowledge and what action Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholdersthat Guarantor, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documentshas taken, is taking, or provides a link proposes to take with respect thereto). Borrower (and, on Borrower’s website on if applicable, Canadian Guarantor) shall have issued written instructions to its independent certified public accountants authorizing them to communicate with Foothill and to release to Foothill whatever financial information in the Internet possession of or previously prepared by such Persons concerning Borrower or any Guarantor that Foothill may reasonably request. Borrower hereby irrevocably authorizes and directs (and agrees to cause Canadian Guarantor to authorize and direct) all auditors, accountants, or other third parties to deliver to Foothill, at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) within five (5) days of delivery's expense, copies of all material Borrower's and any Guarantor's financial statements, reports papers related thereto, and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, in each case to the extent same have not been separately furnished to Bank: (i) prompt report other accounting records of any legal actions pending or threatened nature in writing against Borrower their possession, and to disclose to Foothill any information they may have regarding Borrower's or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (j) at least annually, within thirty (30) days after approval by the Board, any 409A valuation report prepared by or at the direction of Borrower; and (k) other Guarantor's business affairs and financial information reasonably requested by Bankconditions.

Financial Statements, Reports, Certificates. Provide Bank with the followingDeliver to Lender: (a) as soon as available, but in any event within 30 days (45 days in the case of a Borrowing Base Report (month that is the end of one of the first 3 fiscal quarters in a fiscal year and any schedules related thereto and including any other information requested by Bank with respect to 90 days in the case of a month that is the end of a fiscal year) after the end of each month during each of Borrower’s Accounts) 's fiscal years, (i) with each request for an Advancea company prepared consolidated balance sheet, income statement, and a calendar quarter end statement of cash flow covering Borrower's and its Subsidiaries' operations during such period, (ii) a certificate signed by the chief financial officer of Borrower to the effect that, to the best of his or her knowledge or belief: (x) the representations and warranties of Borrower contained in Section 5 of this Agreement and in 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 (y) 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 reasonable detail, compliance at the end of such period with the applicable financial covenants contained in Section 7.20; (b) as soon as available, but in any event within thirty (30) 90 days after the end of each month;of Borrower's fiscal years, (i) financial statements of Borrower and its Subsidiaries 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 each request for an Advance GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants' management letter regarding internal accounting controls to the audit committee of Borrower's board of directors), and (ii) within thirty (30) days after a certificate of such accountants addressed to Lender stating that such accountants do not have knowledge of the end existence of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding any Default or held check registers, if any, and (C) monthly reconciliations Event of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each in a form of presentation reasonably acceptable to BankDefault under Section 7.20; (c) as soon as available, but no later than thirty (30) in any event within 30 days after prior to the last day start of each monthof Borrower's fiscal years, copies of Borrower's Projections, substantially similar in form to the form of the Original Closing Date Business Plan and satisfactory in substance to Lender, in its Permitted Discretion, for the forthcoming fiscal year, on a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month quarterly basis, certified by a Responsible Officer and in a form the chief financial officer of presentation reasonably acceptable to Bank (and it Borrower as being understood that such Borrower's good faith best estimate of the financial statements shall not include footnotes and normal year-end adjustments) (performance of Borrower during the “Monthly Financial Statements”)period covered thereby; (d) if and when filed by Borrower, (i) Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports, (ii) any other filings made by Borrower with the SEC, (iii) copies of Borrower's federal income tax returns, and any amendments thereto, filed with the Internal Revenue Service, and (iv) any other information that is provided by Borrower to its shareholders generally; (e) as soon as available, but in any event within thirty (30) 45 days after the last day end of each month and together with the Monthly Financial Statementsfiscal quarter during each of Borrower's fiscal years, a duly completed Compliance Certificate certificate signed by the chief financial officer of Borrower to the effect that, to the best of his or her knowledge, the quarterly financial statements delivered hereunder have been prepared in accordance with GAAP (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 and its Subsidiaries; (f) if and when filed by Borrower and as requested by Lender, satisfactory evidence of payment of all applicable excise taxes (to the extent such taxes exceed $500,000 in the aggregate) in each jurisdiction in which (i) Borrower is required to pay any such excise tax, (ii) where Borrower's failure to pay any such applicable excise tax would result in a Responsible OfficerLien on the properties or assets of Borrower, certifying or (iii) where Borrower's failure to pay any such applicable excise tax reasonably could be expected to result in a Material Adverse Change; (g) as soon as Borrower has knowledge of any event or condition that as constitutes a Default or an Event of Default, notice thereof and a statement of the end curative action that Borrower proposes to take with respect thereto; and (h) upon the request of such monthLender, in its Permitted Discretion, any other report relating to the financial condition of Borrower. In addition to the financial statements referred to above, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the agrees to deliver financial covenant set forth in this Agreement and such other information as Bank may reasonably request, statements prepared on both a consolidated (including, without limitation, a calendar quarter end statement of cash flows) and consolidating (excluding statement of cash flows) basis and agrees that at the end no Subsidiary of such month there were no held checks; (e) within thirty (30) days after the last day Borrower will have a fiscal year different from that of Borrower’s fiscal year . Borrower agrees that its independent certified public accountants are authorized to communicate with Lender and promptly upon Board approval of to release to Lender whatever financial information concerning Borrower Lender reasonably may request. Borrower waives the right to assert a confidential relationship, if any, it may have with any material updates accounting firm or changes theretoservice bureau in connection with any reasonable information requested by Lender pursuant to or in accordance with this Agreement, annual Board-approved operating budgets and agrees that Lender may contact directly any such accounting firm or service bureau in order to obtain such information. Borrower agrees that the financial projections, statements referred to in this Section will be prepared in a form of presentation reasonably acceptable to Bank; (f) as soon as available, and in any event within one hundred eighty (180) days following manner consistent with the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable by Borrower and delivered to Bank; (g) in the event that Borrower becomes subject Lender prior to the reporting requirements under the Exchange Act, within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) within five (5) days of delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, in each case to the extent same have not been separately furnished to Bank: (i) 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, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (j) at least annually, within thirty (30) days after approval by the Board, any 409A valuation report prepared by or at the direction of Borrower; and (k) other financial information reasonably requested by BankClosing Date.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (i) with each Advance request for an Advance, and (ii) within thirty (30) days after the end of each month; (i) with each request for an Advance and (iib) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reportsreport, and general ledger, each in a form of presentation reasonably acceptable to Bank; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and Borrower’s and each of its Subsidiary’s consolidating operations for such month certified by a Responsible Officer and in a form of presentation reasonably acceptable to Bank (and it being understood that such financial statements shall not include footnotes and normal year-end adjustments) (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) within thirty sixty (3060) days after the last day of Borrower’s each fiscal year of Borrower, and promptly upon Board approval of contemporaneously with any material updates or changes amendments thereto, (i) annual Board-approved operating budgets (including income statements, balance sheets and cash flow statements, by month), and (ii) annual financial projections (on a quarterly basis), in each case, as approved by the Board, together with any related business forecasts used in the preparation of such annual financial projections, in a form of presentation reasonably acceptable to Bank; (f) as soon as available, and in any event within the earlier of (i) one hundred eighty fifty (180150) days following the end of Borrower’s fiscal yearyear and (ii) within five (5) days of filing with the SEC, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower and/or any Guarantor with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) within five (5) days Business Days of delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, in each case to the extent same have not been separately furnished to Bank:; (i) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could would reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more;; and (j) at least annuallypromptly, within thirty (30) days after approval by from time to time, such other information regarding Borrower or compliance with the Board, terms of any 409A valuation report prepared by or at the direction of Borrower; and (k) other financial information Loan Documents as reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank Deliver to Agent, with the followingcopies to each Lender: (a) a Borrowing Base Report (and as soon as available, but in any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (i) with each request for an Advance, and (ii) event within thirty (30) days after the end of each month;fiscal month of Borrower, (i) with an unaudited consolidated balance sheet, income statement and statement of cash flow covering Borrower’s operations during such period and the year-to-date period ending thereon, in each request case setting forth in comparative form the figures for an Advance and the corresponding periods in the prior year; and (ii) a Compliance Certificate demonstrating in reasonable detail such Person’s compliance at the end of such period with the applicable financial and portfolio covenants contained therein that are measured as of the end of the month then ended; (b) as soon as available, but in any event within thirty forty-five (3045) days after the end of each monthfiscal quarter of Horizon and Horizon Management, (i) an unaudited consolidated balance sheet, income statement and statement of cash flow covering such Person’s and its Subsidiaries’ operations during such period and the year-to-date period ending thereon, in each case setting forth in comparative form the figures for the corresponding periods in the prior year; and, (Aii) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, a Compliance Certificate demonstrating in reasonable detail such Person’s compliance at the end of such period with the applicable financial and outstanding or held check registers, if any, and (C) monthly reconciliations portfolio covenants contained therein that are measured as of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each in a form the end of presentation reasonably acceptable to Bankthe quarter then ended; (c) as soon as available, but no later than thirty in any event within ninety (3090) days after the last day end of each month, a company prepared fiscal year of Borrower and Horizon, (i) consolidated balance sheet annual financial statements of Horizon and income statement covering Borrower’s consolidated operations its Subsidiaries for such month fiscal year, audited by RSM US LLP or other independent certified by a Responsible Officer and in a form of presentation public accountants reasonably acceptable to Bank (Agent and it being understood that certified by such financial statements shall not include footnotes and normal year-end adjustments) (the “Monthly Financial Statements”)accountants to have been prepared in accordance with GAAP, together with any accountants’ letter to management in connection therewith; (dii) within thirty consolidating financial statements of Horizon and its Subsidiaries for such fiscal year, prepared by Horizon based on its audited consolidated financial statements for such year, in form acceptable to Agent in its Permitted Discretion; and (30iii) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was demonstrating in full reasonable detail Borrower’s and Horizon’s compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checksperiod with the applicable financial and portfolio covenants contained therein; (e) within thirty (30) days after the last day of Borrower’s fiscal year and promptly upon Board approval of any material updates or changes thereto, annual Board-approved operating budgets and financial projections, in a form of presentation reasonably acceptable to Bank; (fd) as soon as available, and but in any event within one hundred eighty fifty (180150) days following after the end of Borrower’s each fiscal year of Horizon Management, (i) consolidated annual financial statements of Horizon Management and its Subsidiaries for such fiscal year, audited consolidated financial statements by RSM US LLP or other independent certified public accountants reasonably acceptable to Agent and certified by such accountants to have been prepared under in accordance with GAAP, consistently applied, together with any accountants’ letter to management in connection therewith; and (ii) a Compliance Certificate demonstrating in reasonable detail Horizon Management’s calculation of the applicable financial and portfolio covenants contained therein; (e) if and when filed by Borrower or Horizon; (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 Horizon with the SEC, and (iii) copies of Borrower’s or Horizon’s federal income tax returns, and any amendments thereto, filed with the Internal Revenue Service (but only to the extent that Borrower or Horizon is treated other than as an unqualified opinion entity that is not itself subject to federal income tax on operating income, a partnership or a disregarded entity for federal income tax purposes), (f) promptly notify Agent of the financial statements from an independent certified public accounting firm following regarding each Note Receivable and Note Receivable Collateral which secures such Note Receivable: (i) the occurrence of any event which could reasonably acceptable be expected to Bankmaterially impair the prospect of payment of such Note Receivable; (ii) the sending by Servicer or Borrower of any notice of default, recordation by Servicer or Borrower of any notice of foreclosure and the date of any scheduled foreclosure sale thereon, or filing by Servicer or Borrower of any lawsuit (including case number and court) on a Note Receivable or related Note Receivable Collateral; (iii) the consummation of any foreclosure sale or any deed or bill of sale in lieu of foreclosure, retention of collateral in satisfaction of debt or similar transaction, and deliver to Agent true and complete copies of all documentation executed in respect thereof (in the case of notices, postings and the like, and in the case of deeds, bills of sale or retention of collateral transactions, all documents related to consummation of such transaction or transfer of such property); and (iv) the receipt by Servicer or Borrower of a notice by any Person of (x) a default with respect to any agreement evidencing or governing a Lien on any Note Receivable Collateral or (y) any foreclosure sale with respect to any Note Receivable Collateral; (g) promptly, but in the any event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five (5) days after an Authorized Person has knowledge of filingany event or condition that constitutes a Default or an Event of Default, copies of all periodic notice thereof and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding to any or all a statement of the functions of the SEC or curative action that B▇▇▇▇▇▇▇ proposes to take with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link respect thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents;, (h) promptly after the commencement thereof, but in any event within five (5) days after the service of deliveryprocess with respect thereto on Borrower, copies its Subsidiaries, Horizon or Horizon Management, notice of all material statementsactions, reports and notices made available suits, or proceedings brought by or against Borrower, its Subsidiaries, Horizon or Horizon Management before any Governmental Authority which, if determined adversely to Borrower’s security holders , such Subsidiary, Horizon or Horizon Management, could reasonably be expected to any holders of Subordinated Debtresult in a Material Adverse Change, in each case to the extent same have not been separately furnished to Bank:and (i) prompt report upon the request 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, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (j) at least annually, within thirty (30) days after approval by the BoardAgent, any 409A valuation report prepared by or at the direction of Borrower; and (k) other financial information reasonably requested relating to the financial condition of Borrower, its Subsidiaries, Horizon or Horizon Management. In addition, B▇▇▇▇▇▇▇ agrees to deliver financial statements prepared on both a consolidated and consolidating basis to the extent required by Bankthis Section 6.3, and agrees that Borrower will not have a fiscal year different from that of Horizon or Horizon Management and that no Subsidiary of Borrower will have a fiscal year different from that of Borrower. B▇▇▇▇▇▇▇ also agrees to cooperate with Agent to allow Agent to (A) audit Borrower, Horizon and Horizon Management, and (B) consult with its and each such other Person’s independent certified public accountants if Agent reasonably requests the right to do so. In such connection, Borrower authorizes, and will cooperate with Agent to cause its Subsidiaries, Horizon and Horizon Management to authorize, its independent certified public accountants to communicate with Agent and to release to Agent whatever financial information concerning such Person as Agent reasonably may request.

Financial Statements, Reports, Certificates. Provide Bank Deliver to Agent, with the followingcopies to each Lender: (a) a Borrowing Base Report (and as soon as available, but in any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (i) with each request for an Advance, and (ii) event within thirty (30) 45 days after the end of each month;month during each of Parent's fiscal years, (i) with each request for an Advance a company prepared Consolidated balance sheet, income statement, and statement of cash flow covering Parent's and its Subsidiaries' operations during such period, (ii) a certificate signed by the chief financial officer of Parent to the effect that: (A) the financial statements delivered hereunder have been prepared in accordance with GAAP (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 Parent and its Subsidiaries, (B) the representations and warranties of Borrowers 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 Borrowers have taken, are taking, or propose to take with respect thereto), and 77 (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 reasonable detail, compliance at the end of such period with the applicable financial covenants contained in Section 7.20, (b) as soon as available, but in any event within thirty (30) 120 days after the end of each monthof Parent's fiscal years, (i) financial statements of Parent and its Subsidiaries for each such fiscal year, (A) monthly accounts receivable agings, aged audited by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each in a form of presentation independent certified public accountants reasonably acceptable to Bank;Agent and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants' letter to management), and (ii) a certificate of such accountants addressed to Agent and the Lenders stating that such accountants do not have knowledge of the existence of any Default or Event of Default under Section 7.20, (c) as soon as available, but no later than thirty (30) in any event within 30 days after prior to the last day start of each of Parent's fiscal years, copies of Borrowers' Projections, in form and substance (including as to scope and underlying assumptions) satisfactory to the Lender Group, in its sole discretion, for the forthcoming 3 years, year by year, and for the forthcoming fiscal year, month by month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer the chief financial officer of Parent as being such officer's good faith best estimate of the financial performance of Parent and in a form of presentation reasonably acceptable to Bank (and it being understood that such financial statements shall not include footnotes and normal year-end adjustments) (its Subsidiaries during the “Monthly Financial Statements”);period covered thereby, (d) within thirty if, when and to the extent filed by any Loan Party with the Court, the SEC or any other Governmental Authority, (30i) days 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports, (ii) any other filings made by any Loan Party with the SEC, (iii) any other financial information filed in the Chapter 11 Case or otherwise shared with the Committee, (iv) copies of Borrowers' federal income tax returns, and any amendments thereto, filed with the Internal Revenue Service, and (v) any other information that is provided by Parent to its shareholders generally, (e) if and when filed by any Loan Party and as requested by Agent, reasonably satisfactory evidence of payment of applicable excise and property taxes in each jurisdictions in which (i) any Loan Party conducts business, owns real property or is required to pay any such excise or real property tax, (ii) where any Loan Party's failure to pay any such applicable excise or property tax would result in a Lien on the properties or assets of any Loan Party, or (iii) where any Loan Party's failure to pay any such applicable excise tax reasonably could be expected to result in a Material Adverse Change, (f) promptly after the last day commencement thereof, notice of each month all actions, suits or proceedings brought by or against any Loan Party before any Governmental Authority that, if determined adversely to such Loan Party, could reasonably be expected to result in a Material Adverse Change, (g) as soon as a Borrower has knowledge of any event or condition that constitutes a Default or an Event of Default, notice thereof and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as statement of the end curative action that Borrowers propose to take with respect thereto, and (h) upon the request of Agent or the Lender Group, any other report reasonably requested relating to the financial condition of any Loan Party. In addition to the financial statements referred to above, Borrowers agree to deliver financial statements prepared on both a consolidated and consolidating basis (in accordance with GAAP) and a Consolidated basis (as defined herein) and that, except for the Insurance Subsidiaries, no Borrower, or any Subsidiary of a Borrower, will have a fiscal year different from that of Parent. Borrowers agree to cooperate with Agent to allow Agent to consult with their certified public accountants if Agent reasonably requests the right to do so and that, in such monthconnection, their independent certified public accountants are authorized to communicate with Agent and to release to Agent whatever financial information concerning Borrowers or their Subsidiaries that Agent reasonably may request. Each Borrower was waives the right to assert a confidential relationship, if any, it may have with any accounting firm or service bureau in full compliance connection with all of the terms and conditions of any information requested by Agent pursuant to or in accordance with this Agreement, and setting forth calculations showing compliance with the financial covenant set forth in this Agreement and agree that Agent may contact directly any such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) within thirty (30) days after the last day of Borrower’s fiscal year and promptly upon Board approval of any material updates or changes thereto, annual Board-approved operating budgets and financial projections, in a form of presentation reasonably acceptable to Bank; (f) as soon as available, and in any event within one hundred eighty (180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable or service bureau in order to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any obtain 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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) within five (5) days of delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, in each case to the extent same have not been separately furnished to Bank: (i) 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, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (j) at least annually, within thirty (30) days after approval by the Board, any 409A valuation report prepared by or at the direction of Borrower; and (k) other financial information reasonably requested by Bankinformation.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) (i) a Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (i) with each request for an Advance), and (ii) within thirty (30) days after the end of each month; (i) with each request for an Advance and (ii) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (Biii) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (Civ) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, reports and general ledger, in each case (A) no later than Friday of each week when a Streamline Period is not in effect and (B) within thirty (30) days after the end of each month when a form of presentation reasonably acceptable to BankStreamline Period is in effect; (cb) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form of presentation reasonably acceptable to Bank (and it being understood that such financial statements shall not include footnotes and normal year-end adjustments) (the “Monthly Financial Statements”); (dc) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (ed) within thirty annually, on the earlier to occur of (30i) days after seven (7) Business Days following approval by the last day Board and (ii) March 31st of Borrower’s fiscal year each year, and promptly upon Board approval of contemporaneously with any material updates or changes amendments thereto, (A) an annual consolidated operating budget for Canadian Borrower (including income statements, balance sheets and cash flow statements, by month), and (B) annual consolidated financial projections for Canadian Borrower (on a quarterly basis) as approved by the Board-approved operating budgets and , together with any related business forecasts used in the preparation of such annual financial projections, in a form of presentation reasonably acceptable to Bank; (fe) as soon as available, and in any event within one hundred eighty twenty (180120) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (gf) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower and/or any Guarantor with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (hg) within five (5) days of delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, in each case to the extent same have not been separately furnished to Bank:; (ih) 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, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.0050,000.00) or more; (ji) at least annuallyprompt written notice of (i) any material change in the composition of the Intellectual Property, within thirty (30ii) days after approval by the Boardregistration of any Copyright, including any 409A valuation report prepared by subsequent ownership right of Borrower in or at to any Copyright, Patent or Trademark not shown in the direction IP Agreement, and (iii) Borrower’s knowledge of Borroweran event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (kj) promptly, from time to time, such other financial information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank with Borrower shall deliver the following: (a) a Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect following to Borrower’s Accounts) Bank: (i) with each request for an Advance, and (ii) within thirty (30) days after the end of each month; (i) with each request for an Advance and (ii) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each in a form of presentation reasonably acceptable to Bank; (c) as soon as available, but no later than thirty in any event within fifteen (3015) days after the last day of each monthmonth whether or not any Obligations are outstanding, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified Borrowing Base Certificate signed by a Responsible Officer and in a substantially the form of presentation reasonably acceptable to Bank Exhibit C hereto, together with (A) aged listings of accounts receivable and it being understood that such financial statements shall not include footnotes accounts payable by invoice date, and normal year-end adjustments(B) sales or billing journal and cash receipts report by invoice date; (the “Monthly Financial Statements”); (dii) as soon as available, but in any event within thirty (30) days after the last day of each month while any Obligations are outstanding and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) within thirty (30) days after the last day of each quarter when no Obligations are outstanding (provided that prior to any Credit Extension Borrowers shall deliver to Bank any prior monthly deliverables provided for under this clause (b) not previously provided on a monthly basis that would have been due had there been Obligations outstanding), a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s fiscal year and promptly upon Board approval of any material updates or changes theretoconsolidated operations during such period, annual Board-approved operating budgets and financial projectionsprepared in accordance with GAAP, consistently applied, in a form of presentation reasonably acceptable to Bank; 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; (fiii) as soon as available, and but in any event within one hundred eighty (180) days following after the end of Borrower’s fiscal yearyears 2020 and beyond, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from an of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; ; (giv) as soon as available, but in any event no later than the event that Borrower becomes subject earlier to the reporting requirements under the Exchange Act, within five occur of thirty (530) days following the beginning of filingeach 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 (each, a “Financial Plan”); (v) copies of all periodic and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) within five (5) days of delivery, copies of all material statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated DebtDebt and, in each case to if applicable, all reports on Forms 10-K and 10-Q filed with the extent same have not been separately furnished to Bank: Securities and Exchange Commission; (ivi) prompt promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00200,000) or more; ; and (jvii) at least annuallysuch budgets, within thirty (30) days after approval by the Boardsales projections, any 409A valuation report prepared by operating plans or at the direction of Borrower; and (k) other financial information as Bank may reasonably requested by Bankrequest from time to time. G. Section 6.9 (Financial Covenants) of the Loan and Security Agreement is amended and restated in its entirety to read as follows:

Financial Statements, Reports, Certificates. Provide Bank Deliver to Agent, with the following: (a) a Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect copies to Borrower’s Accounts) (i) with each request for an Advance, and (ii) within thirty (30) days after the end of each month; (i) with each request for an Advance and (ii) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each in a form of presentation reasonably acceptable to Bank; (c) Lender: as soon as available, but no later than thirty in any event within 30 days (3045 days (or, if such Person has filed a filing extension with the SEC, 50 days) days in the case of a month that is the end of one of the first 3 fiscal quarters in a fiscal year) after the last day end of each monthmonth during each of Parent's fiscal years, a company prepared consolidated and, solely in the case of a month that is the end of one of the fiscal quarters of the Parent, consolidating balance sheet sheet, income statement, and income statement of cash flow covering Borrower’s consolidated Parent's and its Subsidiaries' operations for during such month certified period, a certificate signed by a Responsible Officer and in a form the chief financial officer or vice president/treasurer of presentation reasonably acceptable Parent to Bank (and it being understood that such the effect that: the financial statements shall not include delivered hereunder have been prepared in accordance with GAAP (except for the lack of footnotes and normal being subject to year-end audit adjustments) and fairly present in all material respects the financial condition of Parent and its Subsidiaries, [Intentionallyintentionally omitted], and there does not exist any condition or event that constitutes a Default or Event of Default (or, to the “Monthly Financial Statements”extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Loan Parties have taken, are taking, or propose to take with respect thereto); (d) within thirty (30) days after the last day of , and for each month and together with that is the Monthly Financial Statementsdate on which a financial covenant in Section 7.20 is to be tested, a duly completed Compliance Certificate signed by a Responsible Officerdemonstrating, certifying that as of the end of such monthin reasonable detail, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) within thirty (30) days after period with the last day of Borrower’s fiscal year applicable financial covenants contained in Section 7.20, and promptly upon Board approval of any material updates or changes thereto, annual Board-approved operating budgets and financial projections, in a form of presentation reasonably acceptable to Bank; (f) as soon as available, and but in any event within one hundred eighty 90 days (180) days following the end of Borrower’s fiscal yearor, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials (in each case to the extent material) if such Person has filed by Borrower a filing extension with the SEC, 105 days) after the end of each of Parent's fiscal years, financial statements of Parent and its Subsidiaries for each such fiscal year, prepared on a consolidated basis, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any Governmental Authority succeeding qualifications, by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants' letter to management), as soon as available, but in any or all event no later than 30 days after the start of each of Parent's fiscal years, copies of the functions Loan Parties' Projections, in form (including as to scope and underlying assumptions) satisfactory to Agent, in its sole discretion, for the forthcoming year, month by month, certified by the chief financial officer or vice president/treasurer of Parent as being such officer's good faith best estimate of the SEC or financial performance of Parent and its Subsidiaries during the period covered thereby, if and when filed by any Loan Party, 10‑Q quarterly reports, Form 10‑K annual reports, and Form 8‑K current reports, any other filings made by any Loan Party with the SEC, copies of the Loan Parties' federal income tax returns (if requested by Agent), and any national securities exchangeamendments thereto, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically Internal Revenue Service, and if so deliveredany other information that is provided by Parent to its shareholders generally, shall be deemed [Intentionallyintentionally omitted], promptly upon any Loan Party obtaining knowledge of any event or condition that constitutes a Default or an Event of Default, notice thereof and a statement of the curative action that Loan Parties propose to have been delivered on the date on which Borrower posts such documents, or provides a link take with respect thereto, on Borrower’s website on and upon the Internet at Borrower’s website address; providedrequest of Agent, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) any other report reasonably requested relating to the financial condition of the posting Loan Parties. The Loan Parties agree that no Loan Party, nor any Subsidiary of a Loan Party, will have a fiscal year different from that of Parent. The Loan Parties will permit the Agent or any Lender, and any agent designated by the foregoing, upon reasonable prior notice, to discuss its operations, business affairs, assets, liabilities (including contingent liabilities) and financial condition with its officers and no more than once per year, independent accountants, all at such documents; (h) within five (5) days of delivery, copies of all material statements, reports reasonable times during normal business hours and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, in each case upon reasonable advance notice to the extent same have not been separately furnished to Bank: (i) 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, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (j) at least annually, within thirty (30) days after approval by the Board, any 409A valuation report prepared by or at the direction of Administrative Borrower; and (k) other financial information reasonably requested by Bank. [Intentionally omittedOmitted].

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Borrowing Base Transaction Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accountsthereto) (i) with each request for an Advance, and (ii) within thirty twenty (3020) days after the end of each month; (i) with each request for an Advance and (iib) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reportsreport, and general ledger, each in a form of presentation reasonably acceptable to Bank,; (c) (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared compiled, consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form of presentation reasonably acceptable to Bank (and it being understood that such financial statements shall not include footnotes and normal year-end adjustments) Bank; (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) within thirty (30) days after the last day end of each fiscal year of Borrower’s , and as amended and/or updated, annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the then-current fiscal year and promptly upon Board approval of any material updates or changes thereto, annual Board-approved operating budgets and financial projections, in a form of presentation reasonably acceptable to BankBorrower; (f) as soon as available, and in any event within one hundred eighty ninety (18090) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) within five (5) days of delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, in each case to the extent same have not been separately furnished to Bank:; (i) 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, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00200,000) or more; (j) at least annually, within thirty (30) days after approval by the Board, any 409A valuation report prepared by or at the direction of Borrower; and (kj) other financial information reasonably requested by Bank, including, without limitation, outstanding or held check registers, if any.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Borrowing Base Report Borrower shall deliver to Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and any schedules related thereto such other statements, reports, certificates and including any other information requested by records as Bank with respect may reasonably request from time to Borrower’s Accounts) time. (i) with each request for an AdvanceAs soon as available, and but in any event within twenty (ii) within thirty (3020) days after the end of each fiscal month;, other than the last fiscal month in each fiscal quarter, the timing for which shall coincide with Borrower’s delivery of the Compliance Certificate, Borrower shall deliver to Bank an unaudited consolidated balance sheet and a statement of income and retained earnings prepared in accordance with GAAP on a basis consistent with Borrower’s quarterly consolidated financial statements, but excluding notes thereto, covering Borrower’s consolidated operations during such period, in a form reasonably acceptable to Bank and certified by Chief Financial Officer of Borrower or such other officer approved by Bank. (i) with each request for an Advance and (ii) Beginning with the fiscal year ending July 2, 2004, as soon as available, but in any event within thirty one hundred twenty (30120) days after the end of Borrower’s fiscal year, Borrower shall deliver to Bank audited consolidated financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each monthwith 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 on such financial statements that is unqualified or qualified in a manner acceptable to Bank from an independent certified public accounting firm reasonably acceptable to Bank, together with (A) monthly accounts receivable agingsa certificate of the chief financial officer of Borrower, aged or other officer approved by invoice dateBank, stating that no default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that Borrower has taken and proposes to take with respect thereto, (B) monthly accounts payable agingsin the event of any change from GAAP in the generally accepted accounting principles used in the preparation of such financial statements, aged by invoice date, and outstanding or held check registers, if any, a statement of reconciliation conforming such financial statements to GAAP and (C) monthly reconciliations notes to the consolidated financial statements.. (iii) If applicable, Borrower shall deliver to Bank copies of accounts receivable agings 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. (aged iv) 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 Fifty Thousand Dollars ($50,000) or more. (v) Borrower shall deliver to Bank such budgets, sales projections, operating plans or other financial information generally prepared by invoice date)Borrower in the ordinary course of business as Bank may reasonably request from time to time. (vi) Within twenty (20) days after the last day of each fiscal quarter, transaction reportsBorrower shall deliver to Bank a report signed by Borrower, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each in a form of presentation 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 delivered to Bank by Borrower in connection with this Agreement. (vii) Upon the reasonable request by the Bank, which shall not be unreasonably denied, Borrower shall deliver to Bank copies of written communications from, to or of the Borrower’s board of directors or, if there is no written record, a written summary of such communications. (b) On or before the twentieth (20th) calendar day of each fiscal month, Borrower shall deliver to Bank a Borrowing Base Certificate dated and signed by a Responsible Officer (acceptable to the Bank) in substantially the form of Exhibit D hereto (or such other form as shall be reasonably required by the Bank) that provides the required information that is current as of the prior month end, together with a report showing the aged listings of accounts receivable and accounts payable as of the prior month end. (c) as soon as available, but no later than Within the earlier of (i) thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form of presentation reasonably acceptable to Bank fiscal quarter or (and it being understood that such financial statements shall not include footnotes and normal year-end adjustmentsii) five (the “Monthly Financial Statements”); (d) within thirty (305) days after any scheduled quarterly earnings release of Borrower, Borrower shall deliver to Bank for the last day of fiscal month in each month and together with the Monthly Financial Statements, fiscal quarter a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as Officer (acceptable to the Bank) in substantially the form of Exhibit E hereto. (d) On or prior to the end beginning of such montheach fiscal year of Borrower, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant set forth in this Agreement and such other information as shall deliver to Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks;detailed annual budget. (e) within thirty (30) days after the last day of Borrower shall permit Bank directly and through another person on Bank’s behalf and Bank shall have a right from time to time hereafter, directly and through another person on Bank’s behalf, to audit Borrower’s fiscal year Accounts and promptly upon Board approval of any material updates or changes thereto, annual Board-approved operating budgets and financial projections, in a form of presentation reasonably acceptable to Bank; (f) as soon as available, and in any event within one hundred eighty (180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet appraise Collateral at Borrower’s website addressexpense; provided, however, that if there has been no Event of Default by Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) within five (5) days of delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, in each case to the extent same have not been separately furnished to Bank: (i) 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, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (j) at least annually, within thirty (30) days after approval by the Board, any 409A valuation report prepared by or at the direction of Borrower; and (k) other financial information reasonably requested by Bankmy exercise this right no more than once per year.

Financial Statements, Reports, Certificates. Provide Bank with the following: Deliver to Agent: (a) a Borrowing Base Report (and as soon as available, but in any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (i) with each request for an Advance, and (ii) event within thirty (30) days after the end of each month; (i) with month during each request for an Advance of Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flow covering Borrower's operations during such period; and (iib) as soon as available, but in any event within thirty ninety (3090) days after the end of each monthof Borrower's fiscal years, (A) monthly accounts receivable agingsfinancial statements of Borrower for each such fiscal year, aged audited by invoice dateindependent certified public accountants reasonably acceptable to Agent and certified, (B) monthly accounts payable agingswithout any qualifications, aged by invoice datesuch accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and outstanding statement of cash flow and, if prepared, such accountants' letter to management. If Borrower is a parent company of one or held check registersmore Subsidiaries, or Affiliates, or is a Subsidiary or Affiliate of another company, then, in addition to the financial statements referred to above, Borrower agrees to deliver financial statements prepared on a consolidating basis so as to present Borrower and each such related entity separately, and on a consolidated basis. Together with the above, Borrower also shall deliver to Agent Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each in a form of presentation reasonably acceptable to Bank; (c) as soon as availablethe same are filed, but no later than thirty (30) days after or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by Agent relating to the last day financial condition of each Borrower. Each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form of presentation reasonably acceptable to Bank (and it being understood that such together with the financial statements provided pursuant to Section 6.3(a), Borrower shall not include deliver to Agent a certificate signed by its chief financial officer to the effect that: (i) all financial statements delivered or caused to be delivered to Agent hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and normal being subject to year-end audit adjustments) (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with fairly present the financial covenant set forth condition of Borrower, (ii) 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 other information certificate, as Bank may reasonably requestthough made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), including, without limitation(iii) for each month that also is the date on which a financial covenant in Section 7.20 is to be tested, a statement that Compliance Certificate demonstrating in reasonable detail compliance at the end of such month period with the applicable financial covenants contained in Section 7.20, and (iv) on the date of delivery of such certificate to Agent there were no held checks; does not exist any condition or event that constitutes a Default or Event of Default (e) within thirty or, in the case of clauses (30) days after i), (ii), or (iii), to the last day of Borrower’s fiscal year and promptly upon Board approval extent of any material updates non-compliance, describing such non-compliance as to which he or changes she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto, annual Board-approved operating budgets and financial projections, in a form of presentation reasonably acceptable ). Borrower shall have issued written instructions to Bank; (f) as soon as available, and in any event within one hundred eighty (180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an its independent certified public accounting firm accountants authorizing them to communicate with Agent and to release to Agent whatever financial information concerning Borrower that Agent may reasonably acceptable request. Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to Bank; (g) in the event that Borrower becomes subject deliver to the reporting requirements under the Exchange ActAgent, within five (5) days of filingat Borrower's expense, copies of all periodic Borrower's financial statements, papers related thereto, and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting accounting records of any such documents; (h) within five (5) days of deliverynature in their possession, copies of all material statements, reports and notices made available to disclose to Agent any information they may have regarding Borrower’s security holders or to any holders of Subordinated Debt, in each case to the extent same have not been separately furnished to Bank: (i) 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, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (j) at least annually, within thirty (30) days after approval by the Board, any 409A valuation report prepared by or at the direction of Borrower; and (k) other 's business affairs and financial information reasonably requested by Bankconditions.

Financial Statements, Reports, Certificates. Provide Bank Deliver to Agent, with the followingcopies to each Lender: (a) a Borrowing Base Report (and as soon as available, but in any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (i) with each request for an Advance, and (ii) event within thirty (30) 30 days after the end of each month;fiscal quarter during each of Borrower’s fiscal years, (i) with each request for an Advance a company prepared consolidated balance sheet, income statement, and statement of cash flow covering Borrower’s and its Subsidiaries’ operations during such period, (ii) a certificate signed by the chief financial officer, treasurer or similar other officer of Borrower to the effect that: (A) the financial statements delivered hereunder have been prepared in accordance with GAAP (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 and its Subsidiaries, (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 quarter, a Compliance Certificate demonstrating, in reasonable detail, compliance at the end of such period with the applicable financial covenants contained in Sections 7.13(b) and 7.19, and (b) as soon as available, but in any event within thirty (30) 120 days after the end of each monthof Borrower’s fiscal years, consolidated financial statements of Parent and Borrower for each such fiscal year in reasonable detail and prepared in accordance with GAAP, audited (Asubject to Lenders’ written consent, reviewed) monthly accounts receivable agings, aged and accompanied by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations a report of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each in a form an independent certified public accountant of presentation nationally recognized standing reasonably acceptable to Bank;the Agent, which report 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 (such audited or reviewed financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants’ letter to management), (c) as soon as available, but no later than thirty (30) in any event within 90 days after the last day start of each month, a company prepared consolidated balance sheet and income statement covering of Borrower’s consolidated operations fiscal years, copies of Borrower’s Projections, in form and detail (including as to scope and underlying assumptions) satisfactory to Agent, in its sole discretion, for such month the forthcoming fiscal year, certified by a Responsible Officer and in a form the chief financial officer, treasurer or other similar officer of presentation reasonably acceptable to Bank (and it Borrower as being understood that such officer’s good faith best estimate of the financial statements shall not include footnotes and normal year-end adjustments) (performance of Borrower during the “Monthly Financial Statements”);period covered thereby, (d) within thirty (30) days promptly after the last day same is filed by Parent, a written statement delivered by Borrower’s Authorized Person to Agent confirming the filing of each month Parent’s federal income tax returns, and together any amendments thereto, filed with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks;Internal Revenue Service, (e) within thirty (30) days after the last day of Borrower’s fiscal year and promptly upon Board approval as soon as Borrower has knowledge of any material updates event or changes condition that constitutes a Default or an Event of Default, notice thereof and a statement of the curative action that Borrower proposes to take with respect thereto, annual Board-approved operating budgets and financial projections, in a form of presentation reasonably acceptable to Bank;, (f) as soon as availablewithin three (3) Business Days after Parent receives from ▇▇▇▇▇ its monthly borrowing base certificate under the ▇▇▇▇▇ Agreement, and in any event within one hundred eighty (180) days following a copy of the end of Borrower’s fiscal yearsame, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank;and (g) in upon the event request of Agent, any other report reasonably requested relating to the financial condition of Borrower. Borrower agrees that its independent certified public accountants are authorized to communicate with Agent and to release to Agent whatever financial information concerning Borrower that Agent reasonably may request, provided that Borrower becomes subject consents to the reporting requirements under the Exchange Actsuch request in writing, within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required such consent not to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, unreasonably withheld or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) within five (5) days of delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, in each case to the extent same have not been separately furnished to Bank: (i) 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, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (j) at least annually, within thirty (30) days after approval by the Board, any 409A valuation report prepared by or at the direction of Borrower; and (k) other financial information reasonably requested by Bankdelayed.

Financial Statements, Reports, Certificates. Provide Bank with the followingDeliver to Lender: (a) as soon as available, but in any event within 30 days (50 days in the case of a Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accountsmonth that is the end of one of the first 3 fiscal quarters in a fiscal year) after the end of each month during each of Parent's fiscal years, (i) with each request for an Advancea company prepared consolidated balance sheet, income statement, and statement of cash flow covering Parent's and its Subsidiaries' operations during such period, (ii) a certificate signed by the chief financial officer of Parent to the effect that: A. the financial statements delivered hereunder have been prepared in accordance with GAAP (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 Parent and its Subsidiaries, B. the representations and warranties of Borrowers 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 Borrowers have taken, are taking, or propose 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 reasonable detail, compliance at the end of such period with the applicable financial covenants contained in Section 7.20; and (b) as soon as available, but in any event within thirty (30) 90 days after the end of each month;of Parent's fiscal years, (i) financial statements of Parent and its Subsidiaries 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 each request for an Advance GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants' letter to management), (ii) within thirty (30) days after a certificate of such accountants addressed to Lender stating that such accountants do not have knowledge of the end existence of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding any Default or held check registers, if any, and (C) monthly reconciliations Event of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each in a form of presentation reasonably acceptable to Bank;Default under Section 7.20, (c) as soon as available, but no later than thirty (30) in any event within 30 days after prior to the last day start of each of Parent's fiscal years, (i) copies of Borrowers' Projections, in form and substance (including as to scope and underlying assumptions) satisfactory to Lender, in its sole discretion, for the forthcoming 3 years, year by year, and for the forthcoming fiscal year, month by month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer the chief financial officer of Parent as being such officer's good faith best estimate of the financial performance of Parent and in a form of presentation reasonably acceptable to Bank (and it being understood that such financial statements shall not include footnotes and normal year-end adjustments) (its Subsidiaries during the “Monthly Financial Statements”);period covered thereby, (d) if and within thirty 5 days of the date filed by any Borrower, (30i) days after the last day of each month Form 10-Q quarterly reports, Form 10-K annual reports, and together Form 8-K current reports, (ii) any other filings made by any Borrower with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as SEC, (iii) copies of the end of such month, Borrower was in full compliance with all of the terms and conditions of this AgreementBorrowers' federal income tax returns, and setting forth calculations showing compliance any amendments thereto, filed with the financial covenant set forth in this Agreement and such Internal Revenue Service, and (iv) any other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks;is provided by Parent to its shareholders generally, (e) within thirty if and when filed by any Borrower and as requested by Lender, satisfactory evidence of payment of applicable excise taxes in each jurisdictions in which (30i) days after any Borrower conducts business or is required to pay any such excise tax, (ii) where any Borrower's failure to pay any such applicable excise tax would result in a Lien on the last day of Borrower’s fiscal year and promptly upon Board approval properties or assets of any material updates Borrower, or changes thereto, annual Board-approved operating budgets and financial projections, (iii) where any Borrower's failure to pay any such applicable excise tax reasonably could be expected to result in a form of presentation reasonably acceptable to Bank;Material Adverse Change, (f) as soon as available, and in a Borrower has knowledge of any event within one hundred eighty (180) days following or condition that constitutes a Default or an Event of Default, notice thereof and a statement of the end of Borrower’s fiscal yearcurative action that Borrowers propose to take with respect thereto, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank;and (g) in upon the event that Borrower becomes subject request of Lender, any other report reasonably requested relating to the reporting requirements under the Exchange Act, within five (5) days financial condition of filing, copies of all periodic and other reports, proxy statements and other materials (in each case Borrowers. In addition to the extent material) filed by financial statements referred to above, Borrowers agree to deliver financial statements prepared on both a consolidated and consolidating basis and that no Borrower, or any Subsidiary of a Borrower, will have a fiscal year different from that of Parent. Borrowers agree that their independent certified public accountants are authorized to communicate with Lender and to release to Lender whatever financial information concerning Borrowers that Lender reasonably may request. Each Borrower with waives the SECright to assert a confidential relationship, any Governmental Authority succeeding to any or all of the functions of the SEC or if any, it may have with any national securities exchange, accounting firm or distributed to its shareholders, as the case may be. Documents required to be delivered service bureau in connection with any information requested by Lender pursuant to the terms hereof (to the extent or in accordance with this Agreement, and agree that Lender may contact directly any such documents are included accounting firm or service bureau in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed order to have been delivered on the date on which Borrower posts obtain such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) within five (5) days of delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, in each case to the extent same have not been separately furnished to Bank: (i) 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, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (j) at least annually, within thirty (30) days after approval by the Board, any 409A valuation report prepared by or at the direction of Borrower; and (k) other financial information reasonably requested by Bankinformation.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) ), with accounts receivable ledger agings and client list, (i) with no later than Friday of each request for an Advance, week when a Streamline Period is not in effect and Advances are outstanding under the Revolving Line and (ii) within thirty seven (307) days after the end of each monthmonth when a Streamline Period is in effect or when no Advances are outstanding under the Revolving Line; (i) with each request for an Advance and (iib) within thirty (30) days after the end of each month, (Ai) monthly accounts receivable agings, aged by invoice date, (Bii) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (Ciii) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each in a form of presentation reasonably acceptable to Bank; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form of presentation reasonably acceptable to Bank (and it being understood that such financial statements shall not include footnotes and normal year-end adjustments) (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) within thirty (30) days after the last day end of each fiscal year of Borrower’s , and contemporaneously with any updates or amendments thereto, (i) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower, and promptly upon Board approval (ii) annual financial projections for the following fiscal year (on a quarterly basis), in each case as approved by the Board, together with any related business forecasts used in the preparation of any material updates or changes thereto, such annual Board-approved operating budgets and financial projections, in a form of presentation reasonably acceptable to Bank; (f) as soon as available, and in any event within one hundred eighty (180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank[Intentionally Omitted]; (g) in the event at all times that either Borrower becomes is subject to the reporting requirements under the Exchange Act, within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower and/or any Guarantor with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) within five (5) days of delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, in each case to the extent same have not been separately furnished to Bank:; (i) 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, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00250,000) or more; (j) at least annuallyprompt written notice of any changes to the beneficial ownership information set out in items 2d, within thirty (30) days after approval by 2e, 2f and 2g of the BoardPerfection Certificate. Borrower understands and acknowledges that Bank relies on such true, any 409A valuation report prepared by or at accurate and up-to-date beneficial ownership information to meet Bank’s regulatory obligations to obtain, verify and record information about the direction beneficial owners of Borrowerits legal entity customers; and (k) promptly, from time to time, such other financial information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank with the followingDELIVER TO LENDER: (a) a Borrowing Base Report (and as soon as available, but in any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (i) with each request for an Advance, and (ii) event within thirty (30) days after the end of each month;month during each of Borrower's fiscal years, (i) with each request for an Advance a company prepared consolidated balance sheet, income statement, and statement of cash flow covering Borrower's and its Subsidiaries' operations during such period, (ii) a certificate signed by the chief financial officer of Borrower to the effect that: (A) the financial statements delivered hereunder have been prepared in accordance with GAAP (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 and its Subsidiaries, (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 reasonable detail, compliance at the end of such period with the applicable financial covenants contained in Section 7.20, (b) as soon as available, but in any event within thirty one hundred twenty (30120) days after the end of each monthof Borrower's fiscal years, (A) monthly accounts receivable agingsfinancial statements of Borrower and its Subsidiaries for each such fiscal year, aged audited by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each in a form of presentation independent certified public accountants reasonably acceptable to Bank;Lender and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants' letter to management), (c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form of presentation reasonably acceptable to Bank (and it being understood that such financial statements shall not include footnotes and normal year-end adjustments) (the “Monthly Financial Statements”); (d) any event within thirty (30) days prior to the start of each of Borrower's fiscal years, copies of Borrower's Projections, in form and substance (including as to scope and underlying assumptions) satisfactory to Lender, in its Permitted Discretion, for the forthcoming three (3) years, year by year, and for the forthcoming fiscal year, month by month, certified by the chief financial officer of Borrower as being such officer's good faith best estimate of the financial performance of Borrower during the period covered thereby, (d) if and when filed by Borrower or Guarantor, as the case may be, as soon as available, but in any event within five (5) days after the last day date of each month filing: (i) Form 10-Q quarterly reports, Form 10-K annual reports, and together Form 8-K current reports, (ii) any other filings made by Borrower with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as SEC, (iii) copies of the end of such month, Borrower was in full compliance with all of the terms and conditions of this AgreementBorrower's federal income tax returns, and setting forth calculations showing compliance any amendments thereto, filed with the financial covenant set forth in this Agreement and such Internal Revenue Service, and (iv) any other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks;is provided by Borrower to its shareholders generally, (e) within thirty if and when filed by Borrower and as requested by Lender, satisfactory evidence of payment of applicable excise taxes in each jurisdiction in which (30i) days after Borrower 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 last day properties or assets of Borrower’s fiscal year and promptly upon Board approval of , or (iii) where Borrower's failure to pay any material updates or changes thereto, annual Board-approved operating budgets and financial projections, such applicable excise tax reasonably could be expected to result in a form of presentation reasonably acceptable to Bank;Material Adverse Change, (f) as soon as available, and in Borrower has knowledge of any event within one hundred eighty (180) days following or condition that constitutes a Default or an Event of Default, notice thereof and a statement of the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together curative action that Borrower proposes to take with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank;respect thereto, (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five (5) days on or before December 1 of filing, copies of all periodic and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, howeveryear, Borrower shall promptly notify Bank deliver to Lender Projections of Borrower on a monthly basis for the next calendar year, in writing form and substance (which may be by electronic mailincluding as to scope and underlying assumptions) of the posting of any such documents;satisfactory to Lender, and (h) within five (5) days upon the request of deliveryLender, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, in each case other report reasonably requested relating to the extent same financial condition of Borrower including, without limitation, a certificate of Borrower's independent certified public accountants (reasonably acceptable to Lender) addressed to Lender stating that such accountants do not have not been separately furnished to Bank: (i) prompt report knowledge of the existence of any legal actions pending Default or threatened Event of Default under Section 7.20. In addition to the financial statements referred to above, Borrower agrees 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 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 writing against Borrower or connection with any of its Subsidiaries that could result in damages or costs information requested by Lender pursuant to Borrower or any of its Subsidiaries of, individually or in the aggregateaccordance with this Agreement, Two Hundred Fifty Thousand Dollars ($250,000.00) and agrees that Lender may contact directly any such accounting firm or more; (j) at least annually, within thirty (30) days after approval by the Board, any 409A valuation report prepared by or at the direction of Borrower; and (k) other financial information reasonably requested by Bankservice bureau in order to obtain such information.

Financial Statements, Reports, Certificates. Provide Bank with the following: Deliver to Agent: (a) a Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (i) with each request for an Advance, and (ii) within thirty (30) days after the end of each month; (i) with each request for an Advance and (ii) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each in a form of presentation reasonably acceptable to Bank; (c) as soon as available, but no later than thirty in any event within 30 days after the end of each month during each of Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flow covering Borrower's operations during such period; and (30b) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal years, financial statements of Borrower for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. If Borrower is a parent company of one or more Subsidiaries, or Affiliates, or is a Subsidiary of another company, then, in addition to the financial statements referred to above, Borrower agrees to deliver financial statements prepared on a consolidating basis acceptable to Agent so as to present Borrower and each such related entity separately, and on a consolidated basis. Together with the above, Borrower also shall deliver to Agent, Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the SEC, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other information reasonably requested by the Agent relating to the financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, a certificate signed by its chief financial officer to the effect that: (i) all financial statements delivered or caused to be delivered to any one or more members of the Lender Group hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments) and fairly present the financial condition of Borrower, (ii) 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), (iii) for each month that also is the date on which a financial covenant in Section 7.20 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20, and (iv) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), 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). As soon as available and in any event within forty-five (45) days after the last day of each monthcalendar quarter, a company prepared consolidated balance sheet report, in form and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form of presentation reasonably acceptable substance satisfactory to Bank (and it being understood that such financial statements shall not include footnotes and normal year-end adjustments) (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month and together with the Monthly Financial StatementsAgent, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that setting forth as of the end last Business day of such monthcalendar quarter, a true and complete list of all Hedging Agreements (including commodity price swap agreements, forward agreements or contracts of sale which provide for prepayment for deferred shipment or delivery of oil, gas or other commodities) of the Borrower and each Subsidiary, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net mark to market values therefor, any new credit support agreemen▇▇ ▇elating thereto, any margin required or supplied under any credit support document, and the counterparty to each such agreement. Upon request by Agent from time to time, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) within thirty (30) days after the last day of Borrower’s fiscal year and promptly upon Board approval of any material updates or changes thereto, annual Board-approved operating budgets and financial projections, in a form of presentation reasonably acceptable to Bank; (f) as soon as available, and in any event within one hundred eighty (180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an its Subsidiaries shall arrange for its independent certified public accounting firm reasonably acceptable accountants to Bank; meet with Agent and its representatives within a reasonable (gas determined by Agent) in time following such request. Borrower shall be permitted to attend such meeting. In the event that Borrower becomes subject and its Subsidiaries shall fail to the reporting requirements under the Exchange Act, within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent arrange any such documents are included in materials otherwise filed meeting requested by Agent within a reasonable (as determined by Agent) time following such request, and Agent shall have notified Borrower of Agent's intention to meet with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, howeverindependent certified public accountants, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) within five (5) days of delivery, copies of all material statements, reports authorizes its independent certified public accountants to communicate with Agent and notices made available to Borrower’s security holders or release to any holders of Subordinated Debt, in each case to the extent same have not been separately furnished to Bank: (i) prompt report of any legal actions pending or threatened in writing against Agent whatever financial information concerning Borrower or any of and its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars Agent reasonably may request at Borrower's expense ($250,000.00) or more; (j) at least annually, within thirty (30) days after approval by the Board, any 409A valuation report prepared by or at the direction including copies of Borrower; and (k) 's financial statements, papers related thereto, and other accounting records of any nature in their possession), and to disclose to Agent any information they may have regarding Borrower's business affairs and financial information reasonably requested by Bankconditions.

Financial Statements, Reports, Certificates. Provide Bank Deliver to Agent, with the following: copies to each Lender: (a) a Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (i) with each request for an Advance, and (ii) within thirty (30) days after the end of each month; (i) with each request for an Advance and (ii) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each in a form of presentation reasonably acceptable to Bank; (c) as soon as available, but no later than thirty (30) in any event within 30 days after the last day end of each monthmonth during each of CCI's fiscal years, a company prepared consolidated balance sheet and sheet, income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form of presentation reasonably acceptable to Bank (and it being understood that such financial statements shall not include footnotes and normal year-end adjustments) (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreementstatement, and setting forth calculations showing compliance with the financial covenant set forth in this Agreement statement of cash flow covering CCI's operations during such period; and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) within thirty (30) days after the last day of Borrower’s fiscal year and promptly upon Board approval of any material updates or changes thereto, annual Board-approved operating budgets and financial projections, in a form of presentation reasonably acceptable to Bank; (fb) as soon as available, and but in any event within one hundred eighty (180) 90 days following after the end of Borrower’s each of CCI's fiscal years, financial statements of CCI and its Subsidiaries for each such fiscal year, audited consolidated by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. Borrower agrees to deliver financial statements prepared under GAAPon a consolidating basis so as to present Borrower and each such related entity separately, consistently appliedand on a consolidated basis. Together with the above, together Borrower also shall deliver to Agent, with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable copies to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Acteach Lender, within five (5) days of filingCCI's Form 10-Q Quarterly Reports, copies of all periodic Form 10-K Annual Reports, and Form 8-K Current Reports, and any other reports, proxy statements and other materials (in each case to the extent material) filed filings made by Borrower CCI with the SEC, any Governmental Authority succeeding to any or all of if any, as soon as the functions of the SEC or with any national securities exchangesame are filed, or distributed any other information that is provided by CCI to its shareholders, as and any other report reasonably requested by the Lender Group relating to the financial condition of Borrower or any other Loan Party. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each -------------- Lender, a certificate signed by its chief financial officer to the effect that: (i) all financial statements delivered or caused to be delivered to any one or more members of the Lender Group hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments) and fairly present the financial condition of CCI, (ii) 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), (iii) for each month that also is the date on which a financial covenant in Section 7.20 is to ------------ be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20, and (iv) on the date of delivery of such certificate ------------ to Agent there does not exist, to the knowledge of such officer, any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), to the extent of any non-compliance, describing such non-compliance as to which he or she may behave knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Documents 50 Borrower shall have issued written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent whatever financial information concerning Borrower that Agent may request. Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Agent, at Borrower's expense, copies of Borrower's financial statements, papers related thereto (except that audit workpapers shall not be required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically unless there has occurred an Event of Default which is continuing), and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting other accounting records of any such documents; (h) within five (5) days of deliverynature in their possession, copies of all material statements, reports and notices made available to disclose to Agent any information they may have regarding Borrower’s security holders or to any holders of Subordinated Debt, in each case to the extent same have not been separately furnished to Bank: (i) 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, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (j) at least annually, within thirty (30) days after approval by the Board, any 409A valuation report prepared by or at the direction of Borrower; and (k) other 's business affairs and financial information reasonably requested by Bankconditions.

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the following: (a) a Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (i) with each request for an Advanceweekly, a Transaction Report in form and content acceptable to Bank, unless Borrower is in a Streamline Period; (ii) within thirty fifteen (30) days after the end of each month; (i) with each request for an Advance and (ii) within thirty (3015) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each unless Borrower is in a form of presentation reasonably acceptable to BankStreamline Period; (ciii) as soon as available, but no later than and in any event within thirty (30) days after the last day end of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form of presentation reasonably acceptable to Bank (and it being understood that such monthly unaudited financial statements shall not include footnotes and normal year-end adjustments) (the “Monthly Financial Statements”)statements; (div) within thirty (30) days after the last day end of each month and together with the Monthly Financial Statements, a duly completed monthly Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant covenants set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) within thirty (30) days after the last day of Borrower’s fiscal year and promptly upon Board approval of any material updates or changes thereto, annual Board-approved operating budgets and financial projections, in a form of presentation reasonably acceptable to Bank; (fv) as soon as available, and in any event within one hundred eighty (180) 180 days following the end of Borrower’s 's fiscal year, audited consolidated annual financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion on the financial statements from an of, independent certified public accounting firm reasonably accountants acceptable to Bank;. (gb) in In the event that Borrower becomes subject to the reporting requirements under the Securities Exchange ActAct of 1934, as amended, Borrower shall provide Bank within five (5) days of after filing, copies of all periodic reports on Form 10-K, 10-Q and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise 8-K filed with the SEC) may be delivered electronically Securities and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, Exchange Commission or provides a link thereto, thereto on Borrower’s or another website on the Internet at Borrower’s website address; provided, however, Internet. (c) Borrower shall promptly notify provide Bank in writing (which may be by electronic mail) prompt written notice of the posting of any such documents; (h) within five (5) days of delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, in each case to the extent same have not been separately furnished to Bank: (i) 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, individually or material change in the aggregatecomposition of the intellectual property, Two Hundred Fifty Thousand Dollars or ($250,000.00ii) or more;Borrower’s knowledge of an event that materially adversely affects the value of the intellectual property. (j) at least annually, within thirty (30) days after approval by 6. Section 6.7 of the Board, any 409A valuation report prepared by or at the direction of Borrower; and (k) other financial information reasonably requested by Bank.Agreement shall be amended and restated in its entirety as follows:

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (i) with each request for an Advance, and (ii) within thirty (30) days after the end of each month; (i) with each request for an Advance and (ii) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each in a form of presentation reasonably acceptable to Bank; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated operations and the consolidating operations of Borrower and each of its Subsidiaries for such month certified by a Responsible Officer and in a form of presentation reasonably acceptable to Bank (and it being understood that such financial statements shall not include footnotes and normal year-end adjustments) (the “Monthly Financial Statements”); (db) within twenty (20) days after the end of each month, (i) a Deferred Revenue report prepared with respect to Borrower only and (ii) a Deferred Revenue report prepared on a consolidated basis with respect to Borrower and each of its Subsidiaries, in the case of each of (i) and (ii), in a form acceptable to Bank; provided, however, that such reports shall not be required for any month for which there were no Obligations outstanding during the period commencing on the first day of such month through and including the date that is twenty (20) days after the last day of such month; (c) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (ed) within thirty as soon as available, but no later than the earlier to occur of (30i) ten (10) days after the last day of approval by Borrower’s fiscal year board of directors and promptly upon Board approval (ii) January 31st of each year, and contemporaneously with any material updates or changes thereto, (A) annual Board-approved operating budgets (including income statements, balance sheets and cash flow statements, by month), and (B) annual financial projections (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections, in a form of presentation reasonably acceptable to Bank; (fe) as soon as available, and in any event within one hundred eighty (180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (gf) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (hg) within five (5) days of delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, in each case to the extent same have not been separately furnished to Bank:; (ih) prompt report within thirty (30) days of receipt of notice thereof by Borrower, notice of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (ji) at least annually, within contemporaneously with completion and with any updates thereto, a copy of Borrower’s 409A valuation report; (j) as soon as available, but no later than thirty (30) days after approval by the Boardlast day of each month, any 409A valuation a detailed recurring revenue report prepared by or at the direction of Borrowerin form and substance satisfactory to Bank in its sole discretion; and (k) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the following: (a) a Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accountsi) (iA) with weekly, and (B) upon each request for an Advancea Credit Extension, and a Transaction Report; (ii) within thirty twenty (30) days after the end of each month; (i) with each request for an Advance and (ii) within thirty (3020) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, reports and general ledger, each in a form of presentation reasonably acceptable to Bank;, (ciii) as soon as available, but no later than and in any event within thirty (30) days after the last day end of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form of presentation reasonably acceptable to Bank (and it being understood that such monthly unaudited consolidating financial statements shall not include footnotes and normal year-end adjustments) (the “Monthly Financial Statements”)statements; (div) within thirty (30) days after the last day end of each month, (A) monthly Deferred Revenue report, (B) monthly bank statements, in form and substance acceptable to Bank, in its reasonable discretion, for each bank account of Borrower maintained at a financial institution other than Bank and/or Bank’s Affiliates, and (C) schedules of assets related to third-party construction and financing arrangements (including, without limitation, such construction and financing arrangements involving ▇▇▇▇▇ or any Subsidiary of ▇▇▇▇▇), including a list of any performance bonds; (v) within thirty (30) days after the end of each month and together with the Monthly Financial Statements, a duly completed monthly Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant covenants set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (evi) within thirty twenty (3020) days after the last day of approval by Borrower’s fiscal year and promptly upon Board approval board of any material updates or changes thereto, annual Board-approved operating budgets and financial projections, in a form of presentation reasonably acceptable to Bank; (f) as soon as available, directors and in any event within one hundred eighty sixty (18060) days following after the end of each fiscal year of Borrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quarter) for the upcoming fiscal year of Borrower, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently appliedboard of directors, together with an unqualified opinion on any related business forecasts used in the preparation of such annual financial statements from an independent certified public accounting firm reasonably acceptable to Bankprojections; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (hvii) within five (5) days of delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, in each case to the extent same have not been separately furnished to Bank:; (iviii) within five (5) days after filing, all reports on Form 10-K, 10-Q and 8-K filed with the SEC or a link thereto on Borrower’s or another website on the Internet; (ix) 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, individually or in the aggregate, Two One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; ; Notwithstanding the foregoing, during a Streamline Period, provided no Event of Default has occurred and is continuing, Borrower shall be required to provide Bank with the reports and schedules required pursuant to clause (ja)(i)(A) at least annuallyabove monthly, within thirty twenty (3020) days after approval by the Board, any 409A valuation report prepared by or at the direction end of Borrower; andeach month. (kb) other financial information reasonably requested by Borrower shall provide Bank with prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any Copyright (including any subsequent ownership right of Borrower in or to any Copyright), Patent or Trademark not previously disclosed to Bank, or (iii) Borrower’s knowledge of an event that materially adversely affects the value of the Intellectual Property.

Financial Statements, Reports, Certificates. Provide Bank Deliver to Agent, with the followingcopies to each Lender: (a) a Borrowing Base Report (and as soon as available, but in any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (i) with each request for an Advance, and (ii) event within thirty (30) days after the end of each month;fiscal month of Borrower, (i) with an unaudited consolidated balance sheet, income statement and statement of cash flow covering Borrower’s operations during such period and the year-to-date period ending thereon, in each request case setting forth in comparative form the figures for an Advance and the corresponding periods in the prior year; and, (ii) a Compliance Certificate demonstrating in reasonable detail such Person’s compliance at the end of such period with the applicable financial and portfolio covenants contained therein that are measured as of the end of the month then ended; (b) as soon as available, but in any event within thirty forty-five (3045) days after the end of each monthfiscal quarter of Horizon and Horizon Management, (i) an unaudited consolidated balance sheet, income statement and statement of cash flow covering such Person’s and its Subsidiaries’ operations during such period and the year-to-date period ending thereon, in each case setting forth in comparative form the figures for the corresponding periods in the prior year; and, (Aii) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, a Compliance Certificate demonstrating in reasonable detail such Person’s compliance at the end of such period with the applicable financial and outstanding or held check registers, if any, and (C) monthly reconciliations portfolio covenants contained therein that are measured as of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each in a form the end of presentation reasonably acceptable to Bankthe quarter then ended; (c) as soon as available, but no later than thirty in any event within ninety (3090) days after the last day end of each month, a company prepared fiscal year of Borrower and Horizon, (i) consolidated balance sheet annual financial statements of Horizon and income statement covering Borrower’s consolidated operations its Subsidiaries for such month fiscal year, audited by RSM US LLP or other independent certified by a Responsible Officer and in a form of presentation public accountants reasonably acceptable to Bank (Agent and it being understood that certified by such financial statements shall not include footnotes and normal year-end adjustments) (the “Monthly Financial Statements”)accountants to have been prepared in accordance with GAAP, together with any accountants’ letter to management in connection therewith; (dii) within thirty consolidating financial statements of Horizon and its Subsidiaries for such fiscal year, prepared by Horizon based on its audited consolidated financial statements for such year, in form acceptable to Agent in its Permitted Discretion; and (30iii) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was demonstrating in full reasonable detail Borrower’s and Horizon’s compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checksperiod with the applicable financial and portfolio covenants contained therein; (e) within thirty (30) days after the last day of Borrower’s fiscal year and promptly upon Board approval of any material updates or changes thereto, annual Board-approved operating budgets and financial projections, in a form of presentation reasonably acceptable to Bank; (fd) as soon as available, and but in any event within one hundred eighty fifty (180150) days following after the end of Borrower’s each fiscal year of Horizon Management, (i) consolidated annual financial statements of Horizon Management and its Subsidiaries for such fiscal year, audited consolidated financial statements by RSM US LLP or other independent certified public accountants reasonably acceptable to Agent and certified by such accountants to have been prepared under in accordance with GAAP, consistently applied, together with any accountants’ letter to management in connection therewith; and (ii) a Compliance Certificate demonstrating in reasonable detail Horizon Management’s calculation of the applicable financial and portfolio covenants contained therein; (e) if and when filed by Borrower or Horizon; (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 Horizon with the SEC, and (iii) copies of Borrower’s or Horizon’s federal income tax returns, and any amendments thereto, filed with the Internal Revenue Service (but only to the extent that Borrower or Horizon is treated other than as an unqualified opinion entity that is not itself subject to federal income tax on operating income, a partnership or a disregarded entity for federal income tax purposes), (f) promptly notify Agent of the financial statements from an independent certified public accounting firm following regarding each Note Receivable and Note Receivable Collateral which secures such Note Receivable: (i) the occurrence of any event which could reasonably acceptable be expected to Bankmaterially impair the prospect of payment of such Note Receivable; (ii) the sending by Servicer or Borrower of any notice of default, recordation by Servicer or Borrower of any notice of foreclosure and the date of any scheduled foreclosure sale thereon, or filing by Servicer or Borrower of any lawsuit (including case number and court) on a Note Receivable or related Note Receivable Collateral; (iii) the consummation of any foreclosure sale or any deed or ▇▇▇▇ of sale in lieu of foreclosure, retention of collateral in satisfaction of debt or similar transaction, and deliver to Agent true and complete copies of all documentation executed in respect thereof (in the case of notices, postings and the like, and in the case of deeds, bills of sale or retention of collateral transactions, all documents related to consummation of such transaction or transfer of such property); and (iv) the receipt by Servicer or Borrower of a notice by any Person of (x) a default with respect to any agreement evidencing or governing a Lien on any Note Receivable Collateral or (y) any foreclosure sale with respect to any Note Receivable Collateral; (g) promptly, but in the any event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five (5) days after an Authorized Person has knowledge of filingany event or condition that constitutes a Default or an Event of Default, copies of all periodic notice thereof and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding to any or all a statement of the functions of the SEC or curative action that Borrower proposes to take with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link respect thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents;, (h) promptly after the commencement thereof, but in any event within five (5) days after the service of deliveryprocess with respect thereto on Borrower, copies its Subsidiaries, Horizon or Horizon Management, notice of all material statementsactions, reports and notices made available suits, or proceedings brought by or against Borrower, its Subsidiaries, Horizon or Horizon Management before any Governmental Authority which, if determined adversely to Borrower’s security holders , such Subsidiary, Horizon or Horizon Management, could reasonably be expected to any holders of Subordinated Debtresult in a Material Adverse Change, in each case to the extent same have not been separately furnished to Bank:and (i) prompt report upon the request 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, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (j) at least annually, within thirty (30) days after approval by the BoardAgent, any 409A valuation report prepared by or at the direction of Borrower; and (k) other financial information reasonably requested relating to the financial condition of Borrower, its Subsidiaries, Horizon or Horizon Management. In addition, Borrower agrees to deliver financial statements prepared on both a consolidated and consolidating basis to the extent required by Bankthis Section 6.3, and agrees that Borrower will not have a fiscal year different from that of Horizon or Horizon Management and that no Subsidiary of Borrower will have a fiscal year different from that of Borrower. Borrower also agrees to cooperate with Agent to allow Agent to (A) audit Borrower, Horizon and Horizon Management, and (B) consult with its and each such other Person’s independent certified public accountants if Agent reasonably requests the right to do so. In such connection, Borrower authorizes, and will cooperate with Agent to cause its Subsidiaries, Horizon and Horizon Management to authorize, its independent certified public accountants to communicate with Agent and to release to Agent whatever financial information concerning such Person as Agent reasonably may request.

Financial Statements, Reports, Certificates. Provide Bank with the followingDeliver to Lender: (a) as soon as available, but in any event within 30 days (45 days in the case of a Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accountsmonth that is the end of one of the first 3 fiscal quarters in a fiscal year) after the end of each month during each of Parent's fiscal years, (i) with each request for an Advancea company prepared consolidated balance sheet, income statement, and statement of cash flow covering Parent's and its Subsidiaries' operations during such period, (ii) a certificate signed by the chief financial officer of Parent to the effect that: A. the financial statements delivered hereunder have been prepared in accordance with GAAP (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 Parent and its Subsidiaries, B. the representations and warranties of Borrowers 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 Borrowers have taken, are taking, or propose 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 reasonable detail, compliance at the end of such period with the applicable financial covenants contained in Section 7.20, and (b) as soon as available, but in any event within thirty (30) 120 days after the end of each month;of Parent's fiscal years, (i) financial statements of Parent and its Subsidiaries 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 each request for an Advance GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants' letter to management), (ii) within thirty (30) days after a certificate of such accountants addressed to Lender stating that such accountants do not have knowledge of the end existence of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding any Default or held check registers, if any, and (C) monthly reconciliations Event of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each in a form of presentation reasonably acceptable to Bank;Default under Section 7.20, (c) as soon as available, but no later than thirty (30) in any event within 30 days after prior to the last day start of each of Parent's fiscal years, (i) copies of Borrowers' Projections, in form and substance (including as to scope and underlying assumptions) satisfactory to Lender, in its sole discretion, for the forthcoming 3 years, year by year, and for the forthcoming fiscal year, month by month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer the chief financial officer of Parent as being such officer's good faith best estimate of the financial performance of Parent and in a form of presentation reasonably acceptable to Bank (and it being understood that such financial statements shall not include footnotes and normal year-end adjustments) (its Subsidiaries during the “Monthly Financial Statements”);period covered thereby, (d) within thirty if and when filed by any Borrower, (30i) days after the last day of each month 10-Q quarterly reports, Form 10-K annual reports, and together Form 8-K current reports, (ii) any other filings made by any Borrower with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as SEC, (iii) copies of the end of such month, Borrower was in full compliance with all of the terms and conditions of this AgreementBorrowers' federal income tax returns, and setting forth calculations showing compliance any amendments thereto, filed with the financial covenant set forth in this Agreement and such Internal Revenue Service, and (iv) any other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks;is provided by Parent to its shareholders generally, (e) within thirty if and when filed by any Borrower and as requested by Lender, satisfactory evidence of payment of applicable excise taxes in each jurisdictions in which (30i) days after any Borrower conducts business or is required to pay any such excise tax, (ii) where any Borrower's failure to pay any such applicable excise tax would result in a Lien on the last day of Borrower’s fiscal year and promptly upon Board approval properties or assets of any material updates Borrower, or changes thereto, annual Board-approved operating budgets and financial projections, (iii) where any Borrower's failure to pay any such applicable excise tax reasonably could be expected to result in a form of presentation reasonably acceptable to Bank;Material Adverse Change, (f) as soon as availablea Borrower has knowledge of any event or condition that constitutes a Default or an Event of Default, notice thereof and a statement of the curative action that Borrowers propose to take with respect thereto, (g) promptly after submission to any Government Authority, all documents and information furnished to such Government Authority in connection with any investigation of any Borrower other than routine inquiries by such Governmental Authority, (i) as soon as possible and in any event (A) within 10 Business Days after the Borrower or any ERISA Affiliate thereof knows or has reason to know that any Termination Event described in clause (i) of the definition of Termination Event with respect to any Benefit Plan has occurred, (B) within 10 Business Days after the Borrower or any ERISA Affiliate thereof knows or has reason to know that any other Termination Event with respect to any Benefit Plan has occurred, or (C) within 10 Business Days after the Borrower or any ERISA Affiliate thereof knows or has reason to know that an accumulated funding deficiency has been incurred or an application has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including installment payments) or an extension of any amortization period under Section 412 of the IRC with respect to a Benefit Plan, a statement of an Authorized Person setting forth the details of such occurrence and the action, if any, which the Borrower or such ERISA Affiliate propose to take with respect thereto, (ii) promptly and in any event within one hundred eighty (180) days following three Business Days after receipt thereof by the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on Borrower or any ERISA Affiliate thereof from the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five (5) days of filingPBGC, copies of all periodic each notice received by the Borrower or any ERISA Affiliate thereof of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan, (iii) promptly and other reports, proxy statements and other materials (in each case to any event within 10 Business Days after the extent material) filed by Borrower filing thereof with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and Internal Revenue Service if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be requested by electronic mail) of the posting of any such documents; (h) within five (5) days of deliveryLender, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, in each case Schedule B (Actuarial Information) to the extent same have annual report (Form 5500 Series) with respect to each Benefit Plan and Multiemployer Plan, (iv) promptly and in any event within 10 Business Days after the Borrower or any ERISA Affiliate thereof knows or has reason to know that a required installment within the meaning of Section 412 of the IRC has not been separately furnished made when due with respect to Bank:a Benefit Plan, (v) promptly and in any event within three days after receipt thereof by the Borrower or any ERISA Affiliate thereof from a sponsor of a Multiemployer Plan or from the PBGC, a copy of each notice received by the Borrower or any ERISA Affiliate thereof concerning the imposition or amount of withdrawal liability under Section 4202 of ERISA or indicating that such Multiemployer Plan may enter reorganization status under Section 4241 of ERISA, and (vi) promptly and in any event within 10 Business Days after the Borrower or any ERISA Affiliate thereof send notice of a plant closing or mass layoff (as defined in the Worker Adjustment and Retraining Notification Act) to employees, copies of each such notice sent by the Borrower or any ERISA Affiliate thereof, and (i) prompt upon the request of Lender, any other report reasonably requested relating to the financial condition of any legal actions pending or threatened in writing against Borrower Borrowers. In addition to the financial statements referred to above, Borrowers agree to deliver financial statements prepared on both a consolidated and consolidating basis and that no Borrower, or any Subsidiary of its Subsidiaries a Borrower, will have a fiscal year different from that could result of Parent. Borrowers agree that their independent certified public accountants are authorized to communicate with Lender and to release to Lender whatever financial information concerning Borrowers that Lender reasonably may request. Each Borrower waives the right to assert a confidential relationship, if any, it may have with any accounting firm in damages or costs connection with any information requested by Lender pursuant to Borrower or any of its Subsidiaries of, individually or in the aggregateaccordance with this Agreement, Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (j) at least annually, within thirty (30) days after approval by the Board, and agree that Lender may contact directly any 409A valuation report prepared by or at the direction of Borrower; and (k) other financial information reasonably requested by Banksuch accounting firm in order to obtain such information.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (i) with each request for an Advance, and (ii) within thirty (30) days after the end of each month; (i) with each request for an Advance and (ii) within thirty (30) days after the end last day of each month, (A) monthly accounts receivable agingsa duly completed Borrowing Base Certificate, aged including calculations of CMRR and Churn, signed by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each in a form of presentation reasonably acceptable to BankResponsible Officer; (cii) as soon as available, but no later than thirty (30) days after the last day of each monthmonth (provided, a however, that from and after such time as RingCentral is subject to the reporting requirements under the Exchange Act, Borrower shall instead be required to provide the following within forty-five (45) days after the last day of each fiscal quarter), company prepared consolidated and upon reasonable request from Bank, consolidating, balance sheet sheets and income statement statements covering BorrowerRingCentral’s consolidated operations operations, and RingCentral’s and each of its Subsidiaries operations, for such month (or, in the case of quarterly financial statements, such quarter), certified by a Responsible Officer and in a form of presentation reasonably acceptable to Bank (and it being understood that such financial statements shall not include footnotes and normal year-end adjustments) (the “Monthly Monthly/Quarterly Financial Statements”); (diii) within thirty (30) days after the last day of each month (provided, however, that from and after such time as RingCentral is subject to the reporting requirements under the Exchange Act, Borrower shall instead be required to provide the following within forty-five (45) days after the last day of each fiscal quarter) and together with the Monthly Monthly/Quarterly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such monthmonth (or, in the case of quarterly Compliance Certificates, such quarter), Borrower was is in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (eiv) within prior to RingCentral becoming subject to the reporting requirements under the Exchange Act, as soon as available, but not later than thirty (30) days after the last day of Borrower’s fiscal year and promptly upon Board approval of any material updates or changes theretoyear, annual Board-approved operating budgets financial projections for the following fiscal year commensurate in form and financial projections, in a form of presentation reasonably acceptable substance with those provided to BankBorrower’s venture capital investors; (fv) as soon as available, and in any event within one hundred eighty (180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (g) Bank in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website addressreasonable discretion; provided, however, that from and after RingCentral’s Initial Public Offering, Borrower shall promptly notify Bank in writing instead be required to provide, within one hundred twenty (which may be by electronic mail) of the posting of any such documents; (h) within five (5120) days following the end of delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debtfiscal year, company-prepared annual financial statements certified by a Responsible Officer and in each case to the extent same have not been separately furnished a form acceptable to Bank: (i) 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, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (j) at least annually, within thirty (30) days after approval by the Board, any 409A valuation report prepared by or at the direction of Borrower; and (k) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (i) Within five (5) days of filing, Borrower will deliver to Bank copies of all statements, reports and notices made available to Borrower's security holders or to any holders of Subordinated Debt, and all reports on Form 10-K and 10-Q filed with each request for an Advancethe Securities and Exchange Commission, and (ii) within five (5) days of filing a report on Form 10-Q (or a report on Form 10-K for the fourth quarter) each fiscal quarter, Borrower will deliver to Bank a Compliance Certificate signed by a Responsible Officer in the form of Exhibit D. (b) Within thirty (30) days after the end last day of each month; month Borrower will deliver to Bank (i) with each request for an Advance a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank, and (ii) within thirty a Compliance Certificate signed by a Responsible Officer in the form of Exhibit D. (30c) Within twenty (20) days after the end last day of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registersmonth or, if anyno Advance is outstanding, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each in a form of presentation reasonably acceptable to Bank; (c) as soon as available, but no later than within thirty (30) days after the last day of each month, Borrower will deliver to Bank a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified Borrowing Base Certificate showing Eligible Accounts signed by a Responsible Officer in the form of Exhibit C, with aged listings of accounts receivable and accounts payable in a form of presentation format reasonably acceptable to Bank (and it being understood that such financial statements shall not include footnotes and normal year-end adjustments) (the “Monthly Financial Statements”);Bank. (d) within thirty (30) days after the last day of each month and together with the Monthly Financial StatementsBorrower will allow Bank to audit Borrower's Collateral at Borrower's expense as reasonably determined by Bank, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement it being agreed that at the end of such month there were no held checks; least once every twelve (e12) within thirty (30) days after the last day of Borrower’s fiscal year and promptly upon Board approval of any material updates or changes thereto, annual Board-approved operating budgets and financial projections, in a form of presentation reasonably acceptable to Bank; (f) as soon as available, and in any event within one hundred eighty (180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) within five (5) days of delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, in each case to the extent same have not been separately furnished to Bank: (i) 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, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (j) at least annually, within thirty (30) days after approval by the Board, any 409A valuation report prepared by or at the direction of Borrower; and (k) other financial information reasonably requested by Bankmonths is reasonable.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Borrowing Base Transaction Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accountsthereto) (i) with each request for an Advance, and (ii) within thirty (30) days after the end of each month; (i) with each request for an Advance and (ii) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, date and (B) monthly accounts payable agings, aged by invoice date, and (ii) upon request by Bank, copies of outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each in a form of presentation reasonably acceptable to Bank; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form of presentation reasonably acceptable to Bank (and it being understood that such financial statements shall not include footnotes and normal year-end adjustments) (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this AgreementAgreement (except as specifically noted therein), and setting forth calculations showing compliance with the financial covenant covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) within thirty (30) days after the last day end of each of Borrower’s fiscal year years, and promptly upon Board approval of contemporaneously with any material updates or changes thereto, an annual Board-operating budget and annual financial projection as to the then current fiscal year (prepared on a quarterly basis) as approved operating budgets and by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections, in a form of presentation reasonably acceptable to Bank; (f) as soon as available, and in any event within one hundred eighty (180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank. Notwithstanding the foregoing, Borrower shall provide Bank, on or before September 30, 2014, with Borrower’s audited consolidated financial statements for the fiscal years ended 2012 and 2013; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) within five (5) days of delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, in each case to the extent same have not been separately furnished to Bank:; (i) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in uninsured damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.0050,000) or more; (j) at least annually, within thirty (30) days after approval by the Board, any 409A valuation report prepared by or at the direction of Borrower; and (kj) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank Deliver to Agent, with the followingcopies to each Lender: (a) a Borrowing Base Report (and as soon as available, but in any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (i) with each request for an Advance, and (ii) event within thirty (30) days after the end of each month;fiscal month of Borrower, (i) with an unaudited consolidated balance sheet, income statement and statement of cash flow covering Borrower’s operations during such period and the year-to-date period ending thereon, in each request case setting forth in comparative form the figures for an Advance and the corresponding periods in the prior year; and, (ii) a Compliance Certificate demonstrating in reasonable detail such Person’s compliance at the end of such period with the applicable financial and portfolio covenants contained therein that are measured as of the end of the month then ended; (b) as soon as available, but in any event within thirty forty-five (3045) days after the end of each monthfiscal quarter of Horizon and Horizon Management, (i) an unaudited consolidated balance sheet, income statement and statement of cash flow covering such Person’s and its Subsidiaries’ operations during such period and the year-to-date period ending thereon, in each case setting forth in comparative form the figures for the corresponding periods in the prior year; and, (Aii) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, a Compliance Certificate demonstrating in reasonable detail such Person’s compliance at the end of such period with the applicable financial and outstanding or held check registers, if any, and (C) monthly reconciliations portfolio covenants contained therein that are measured as of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each in a form the end of presentation reasonably acceptable to Bankthe quarter then ended; (c) as soon as available, but no later than thirty in any event within ninety (3090) days after the last day end of each month, a company prepared fiscal year of Borrower and Horizon, (i) consolidated balance sheet annual financial statements of Horizon and income statement covering Borrower’s consolidated operations its Subsidiaries for such month fiscal year, audited by McGladrey LLP or other independent certified by a Responsible Officer and in a form of presentation public accountants reasonably acceptable to Bank (Agent and it being understood that certified by such financial statements shall not include footnotes and normal year-end adjustments) (the “Monthly Financial Statements”)accountants to have been prepared in accordance with GAAP, together with any accountants’ letter to management in connection therewith; (dii) within thirty consolidating financial statements of Horizon and its Subsidiaries for such fiscal year, prepared by Horizon based on its audited consolidated financial statements for such year, in form acceptable to Agent in its Permitted Discretion; and (30iii) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was demonstrating in full reasonable detail Borrower’s and Horizon’s compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checksperiod with the applicable financial and portfolio covenants contained therein; (e) within thirty (30) days after the last day of Borrower’s fiscal year and promptly upon Board approval of any material updates or changes thereto, annual Board-approved operating budgets and financial projections, in a form of presentation reasonably acceptable to Bank; (fd) as soon as available, and but in any event within one hundred eighty fifty (180150) days following after the end of Borrower’s each fiscal year of Horizon Management, (i) consolidated annual financial statements of Horizon Management and its Subsidiaries for such fiscal year, audited consolidated financial statements by McGladrey LLP or other independent certified public accountants reasonably acceptable to Agent and certified by such accountants to have been prepared under in accordance with GAAP, consistently applied, together with any accountants’ letter to management in connection therewith; and (ii) a Compliance Certificate demonstrating in reasonable detail Horizon Management’s compliance at the end of such period with the applicable financial and portfolio covenants contained therein; (e) if and when filed by Borrower or Horizon; (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 Horizon with the SEC, and (iii) copies of Borrower’s or Horizon’s federal income tax returns, and any amendments thereto, filed with the Internal Revenue Service (but only to the extent that Borrower or Horizon is treated other than as an unqualified opinion entity that is not itself subject to federal income tax on operating income, a partnership or a disregarded entity for federal income tax purposes), (f) promptly notify Agent of the financial statements from an independent certified public accounting firm following regarding each Note Receivable and Note Receivable Collateral which secures such Note Receivable: (i) the occurrence of any event which could reasonably acceptable be expected to Bankmaterially impair the prospect of payment of such Note Receivable; (ii) the sending by Servicer or Borrower of any notice of default, recordation by Servicer or Borrower of any notice of foreclosure and the date of any scheduled foreclosure sale thereon, or filing by Servicer or Borrower of any lawsuit (including case number and court) on a Note Receivable or related Note Receivable Collateral; (iii) the consummation of any foreclosure sale or any deed or b▇▇▇ of sale in lieu of foreclosure, retention of collateral in satisfaction of debt or similar transaction, and deliver to Agent true and complete copies of all documentation executed in respect thereof (in the case of notices, postings and the like, and in the case of deeds, bills of sale or retention of collateral transactions, all documents related to consummation of such transaction or transfer of such property); and (iv) the receipt by Servicer or Borrower of a notice by any Person of (x) a default with respect to any agreement evidencing or governing a Lien on any Note Receivable Collateral or (y) any foreclosure sale with respect to any Note Receivable Collateral; (g) promptly, but in the any event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five (5) days after an Authorized Person has knowledge of filingany event or condition that constitutes a Default or an Event of Default, copies of all periodic notice thereof and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding to any or all a statement of the functions of the SEC or curative action that Borrower proposes to take with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link respect thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents;, (h) promptly after the commencement thereof, but in any event within five (5) days after the service of deliveryprocess with respect thereto on Borrower, copies its Subsidiaries, Horizon or Horizon Management, notice of all material statementsactions, reports and notices made available suits, or proceedings brought by or against Borrower, its Subsidiaries, Horizon or Horizon Management before any Governmental Authority which, if determined adversely to Borrower’s security holders , such Subsidiary, Horizon or Horizon Management, could reasonably be expected to any holders of Subordinated Debtresult in a Material Adverse Change, in each case to the extent same have not been separately furnished to Bank:and (i) prompt report upon the request 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, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (j) at least annually, within thirty (30) days after approval by the BoardAgent, any 409A valuation report prepared by or at the direction of Borrower; and (k) other financial information reasonably requested relating to the financial condition of Borrower, its Subsidiaries, Horizon or Horizon Management. In addition, Borrower agrees to deliver financial statements prepared on both a consolidated and consolidating basis to the extent required by Bankthis Section 6.3, and agrees that Borrower will not have a fiscal year different from that of Horizon or Horizon Management and that no Subsidiary of Borrower will have a fiscal year different from that of Borrower. Borrower also agrees to cooperate with Agent to allow Agent to (A) audit Borrower, Horizon and Horizon Management, and (B) consult with its and each such other Person’s independent certified public accountants if Agent reasonably requests the right to do so. In such connection, Borrower authorizes, and will cooperate with Agent to cause its Subsidiaries, Horizon and Horizon Management to authorize, its independent certified public accountants to communicate with Agent and to release to Agent whatever financial information concerning such Person as Agent reasonably may request.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect Borrower will deliver to Borrower’s Accounts) Bank: (i) with respect to the end of each request of the first three fiscal quarters of Borrower, as soon as available, but in any event no later than 5 days after the required due date for an Advancefiling of Borrower's Form 10-Q with the Securities and Exchange Commission, such Form 10-Q report including all financial statements of Borrower filed therewith; and (ii) within thirty (30) days after with respect to the end of each month; (i) with each request for an Advance and (ii) within thirty (30) days after the end fiscal year of each monthBorrower, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each in a form of presentation reasonably acceptable to Bank; (c) as soon as available, but no later than thirty (30) 5 days after the last day required due date for the filing of Borrower's Form 10-K with the Securities and Exchange Commission, such 10-K report including all financial statements of Borrower filed therewith. (b) Together with and at the time of the delivery of each set of financial statements by Borrower to Bank under clause (a) above, Borrower will deliver to Bank (i) a completed compliance certificate in the form of Exhibit C attached hereto. (c) Within 15 days of the end of each month, Borrower shall deliver to Bank a company prepared consolidated balance sheet statement regarding the aggregate amount of cash of Borrower and income statement covering Borrower’s consolidated operations for a specific listing, on an account by account basis, of the maturity of all banking and investment accounts of Borrower that are at institutions other than the Bank together with the name and address of each of such month institutions, with such listing in form and containing such information as is acceptable to Bank in its good faith business judgment, all certified to be true and correct by a Responsible Officer and in a form of presentation reasonably acceptable to Bank (and it being understood that such financial statements shall not include footnotes and normal year-end adjustments) (the “Monthly Financial Statements”);Borrower. (d) within thirty Borrower is to allow Bank to inspect the Collateral during normal business hours and upon reasonable notice to the Borrower relating thereto. (30e) days after the last day Without limitation of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as any of the end of such monthforegoing provisions, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant set forth in this Agreement and such other information as shall provide to Bank may reasonably request, including, without limitation, a statement that its annual projections at the end of January of each year during the term hereof for such month there were no held checks; (e) within thirty (30) days after the last day of Borrower’s fiscal year and promptly upon Board approval of any material updates or changes theretoyear, annual Board-approved operating budgets and financial projections, in a form of presentation reasonably which projections shall be acceptable to Bank; (f) as soon as available, and in any event within one hundred eighty (180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) within five (5) days of delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, in each case to the extent same have not been separately furnished to Bank: (i) 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, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (j) at least annually, within thirty (30) days after approval by the Board, any 409A valuation report prepared by or at the direction of Borrower; and (k) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the following: (a) a Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (i) if there are Credit Extensions under the Revolving Line then outstanding together with any then proposed Credit Extensions in excess of $2,000,000, a Transaction Report weekly and at the time of each request for an Advance; and otherwise, and a Transaction Report shall be delivered within 15 days after the end of each month. (ii) within thirty fifteen (3015) days after the end of each month;, (i) with each request for an Advance and (ii) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, , (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and , (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each ; (D) inventory reports in a form of presentation reasonably and substance acceptable to Bank;; and (cE) a deferred revenue report, in form and substance acceptable to Bank. (iii) for each month (other than the last month of a calendar quarter), as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form of presentation reasonably acceptable to Bank (and it being understood that such financial statements shall not include footnotes and normal year-end adjustments) (the “Monthly Financial Statements”); (d) any event within thirty (30) days after the last day end of each such month, monthly unaudited financial statements. (iv) (A) for each month and together (other than the last month of a calendar quarter if a Form 10-Q is filed timely with the Monthly Financial StatementsSecurities Exchange Commission), within thirty (30) days after the end of such month, a duly completed monthly Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant covenants set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) within thirty (30) days after the last day of Borrower’s fiscal year and promptly upon Board approval of any material updates or changes thereto, annual Board-approved operating budgets and financial projections, in a form of presentation reasonably acceptable to Bank; (f) as soon as available, and in any event within one hundred eighty (180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) within five (5) days of delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, in each case to the extent same have not been separately furnished to Bank: (i) 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, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (j) at least annually, within thirty (30) days after approval by the Board, any 409A valuation report prepared by or at the direction of Borrower; and (k) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank Deliver to Agent, with the followingcopies to each Lender: (a) a Borrowing Base Report (and as soon as available, but in any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (i) with each request for an Advance, and (ii) event within thirty (30) 30 days after the end of each month;month during each of Borrower’s fiscal years, (i) with each request for an Advance a company prepared income statement and calculation of EBITDA covering Borrower’s and its Subsidiaries’ operations during such period, (ii) commencing with March, 2003, a company prepared balance sheet, income statement, and statement of cash flow covering Borrower’s and the Guarantors’ operations during such period, (iii) a certificate signed by the chief financial officer of Borrower to the effect that: (A) the financial statements delivered hereunder fairly present in all material respects the financial condition of Borrower and its Subsidiaries, (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 (iv) a certificate signed by the chief financial officer of Borrower which sets forth (A) Borrower’s detailed calculation of Obligor Excess Availability and Qualified Cash as of the last day of the month immediately preceding the delivery thereof, together with bank statements dated on or about the last day of such month evidencing the amount of Qualified Cash set forth therein, and (B) Borrower’s detailed calculation of Consolidated Excess Availability and unrestricted cash and Cash Equivalents of Borrower and its Subsidiaries as of the last day of the month immediately preceding the delivery thereof, together with bank statements dated on or about the last day of such month evidencing substantially all of the cash and Cash Equivalents set forth therein, and (b) as soon as available, but in any event within thirty (30) 45 days after the end of each monthof the first 3 fiscal quarters during each of Borrower’s fiscal years, (i) a company prepared consolidated balance sheet, income statement, and statement of cash flow covering Borrower’s and its Subsidiaries’ operations during such period, (ii) a certificate signed by the chief financial officer of Borrower to the effect that: (A) monthly accounts receivable agings, aged by invoice date, the financial statements delivered hereunder have been prepared in accordance with GAAP (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 and its Subsidiaries, (B) monthly accounts payable agingsthe 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, aged by invoice 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 outstanding or held check registers, if any, and and (C) monthly reconciliations there does not exist any condition or event that constitutes a Default or Event of accounts receivable agings Default (aged by invoice dateor, 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), transaction reportsand (iii) a Compliance Certificate demonstrating, detailed Account Debtor listingin reasonable detail, Deferred Revenue reportscompliance at the end of such period with the applicable financial covenants contained in Section 7.18, Annual Recurring Revenue reportsand (iv) a Principal Officers Certificate, and general ledger, each in a form of presentation reasonably acceptable to Bank;and (c) as soon as available, but no later than thirty (30) in any event within 90 days after the last day end of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form of presentation reasonably acceptable to Bank (and it being understood that such financial statements shall not include footnotes and normal year-end adjustments) (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) within thirty (30) days after the last day of Borrower’s fiscal year years, (i) financial statements of Borrower and promptly upon Board approval of any material updates or changes theretoits Subsidiaries for each such fiscal year, annual Board-approved operating budgets and financial projections, in a form of presentation audited by independent certified public accountants reasonably acceptable to Bank;Agent and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants’ letter to management), (fii) To the extent such statements continue to be given by certified public accountants generally, a written statement by Borrower’s independent certified public accountants stating whether, in connection with their audit examination, any condition or event that constitutes a Default or Event of Default under Section 7.18 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period thereof, (d) as soon as available, and but in any event within one hundred eighty (180) 30 days following prior to the end start of each of Borrower’s first and third fiscal quarters, (i) copies of Borrower’s Projections, in form and substance (including as to scope and underlying assumptions) satisfactory to Agent, in its sole discretion, for the forthcoming 3 years, year by year, audited consolidated and for the forthcoming twelve months, month by month, certified by the chief financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on officer of Borrower as being such officer’s good faith best estimate of the financial statements from an independent certified public accounting firm reasonably acceptable to Bank;performance of Borrower during the period covered thereby, (ge) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five if and when filed by Borrower, (5i) days of filing, copies of all periodic and other Form 10-Q quarterly reports, proxy statements Form 10-K annual reports, and Form 8-K current reports, (ii) any other materials (in each case to the extent material) filed filings made by Borrower with the SEC, (iii) copies of Borrower’s federal income tax returns, and any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchangeamendments thereto, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SECInternal Revenue Service, and (iv) may be delivered electronically any other information that is provided by Borrower to its shareholders generally, (f) if and if so deliveredwhen filed by Borrower or its Subsidiaries and as requested by Agent, shall be deemed satisfactory evidence of payment of applicable excise taxes in each jurisdictions in which (i) Borrower or its Subsidiaries conducts business or is required to have been delivered pay any such excise tax, (ii) where Borrower’s or its Subsidiaries’ failure to pay any such applicable excise tax would result in a Lien on the date on which properties or assets of Borrower posts such documentsor its Subsidiaries, or provides (iii) where Borrower’s or its Subsidiaries’ failure to pay any such applicable excise tax reasonably could be expected to result in a link Material Adverse Change, (g) as soon as Borrower has knowledge of any event or condition that constitutes a Default or an Event of Default, notice thereof and a statement of the curative action that Borrower proposes to take with respect thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents;and (h) within five (5) days upon the request of deliveryAgent, copies any other report reasonably requested relating to the financial condition of all material statementsBorrower or its Subsidiaries. In addition to the financial statements referred to above, reports Borrower agrees to deliver financial statements prepared on both a consolidated and notices made available consolidating basis and agrees that no Subsidiary of Borrower will have a fiscal year different from that of Borrower. Borrower agrees to Borrower’s security holders or cooperate with Agent to any holders of Subordinated Debtallow Agent to consult with its independent certified public accountants if Agent reasonably requests the right to do so and that, in each case such connection, its independent certified public accountants are authorized to the extent same have not been separately furnished communicate with Agent and to Bank: (i) prompt report of any legal actions pending or threatened in writing against release to Agent whatever financial information concerning Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (j) at least annually, within thirty (30) days after approval by the Board, any 409A valuation report prepared by or at the direction of Borrower; and (k) other financial information Agent reasonably requested by Bankmay request.

Financial Statements, Reports, Certificates. Provide Bank Deliver to Agent, with the following---------------------------------------------- copies to each Lender: (a) a Borrowing Base Report (and as soon as available, but in any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) event (i) with each request for prior to the occurrence of an AdvanceEvent of Default, and (ii) within thirty (30) 45 days after the end of each month; (i) with fiscal quarter of each request for an Advance fiscal year of Borrower and (ii) after the occurrence of an Event of Default within thirty (30) 30 days after the end of each calendar month: (i) a company prepared consolidated balance sheet, income statement, and statement of cash flow covering Borrower and its Subsidiaries' operations during such period, (ii) a company prepared report detailing the aggregate amount of cash dividends made by the Borrower from July 2002 through such period, (iii) a company prepared report detailing the aggregate amount of common and Class A stock of Borrower repurchased by Borrower during the immediately preceding twelve month period, (iv) a certificate signed by the chief financial officer of Borrower to the effect that: A. the financial statements and reports delivered hereunder have been prepared in accordance with GAAP (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 and its Subsidiaries, B. the representations and warranties of Borrower and its Subsidiaries 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), 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 (v) a Compliance Certificate demonstrating, in reasonable detail, compliance at the end of such period with the applicable financial covenants contained in SECTION 7.20, ------------- (vi) a company prepared report (A) monthly accounts receivable agingslisting all of the Hedging Agreements of Borrower, aged by invoice date, its Subsidiaries and Affiliates and (B) monthly accounts payable agingsdetailing the aggregate amount of Hedging Obligations of Borrower, aged its Subsidiaries and Affiliates under the Hedging Agreements, (b) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal years, (i) financial statements of Borrower and its Subsidiaries for each such fiscal year, audited by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each in a form of presentation independent certified public accountants reasonably acceptable to Bank;Agent and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants' letter to management), (ii) a certificate of such accountants addressed to Agent and Lenders stating that such accountants do not have knowledge of the existence of any Default or Event of Default under SECTION 7.20, ------------- (c) as soon as available, but no later than thirty (30) in any event within 30 days after prior to the last day start of each monthof Borrower's fiscal years, (i) copies of Borrower's Projections, a company prepared consolidated balance sheet in form and income statement covering Borrower’s consolidated operations substance (including as to scope and underlying assumptions) satisfactory to Agent, in its sole discretion, for such month the forthcoming fiscal year, quarter by quarter, certified by a Responsible Officer the chief financial officer of Borrower as being such officer's good faith best estimate of the financial performance of Borrower and in a form of presentation reasonably acceptable to Bank (and it being understood that such financial statements shall not include footnotes and normal year-end adjustments) (its Subsidiaries during the “Monthly Financial Statements”);period covered thereby, (d) within thirty if and when filed by Borrower, (30i) days after the last day of each month 10-Q quarterly reports, Form 10-K annual reports, and together Form 8-K current reports, (ii) any other filings made by Borrower with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as SEC, (iii) copies of the end of such month, Borrower was in full compliance with all of the terms and conditions of this AgreementBorrower's federal income tax returns, and setting forth calculations showing compliance any amendments thereto, filed with the financial covenant set forth in this Agreement and such Internal Revenue Service, and (iv) any other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks;is provided by Borrower to its shareholders generally, (e) within thirty if and when filed by Borrower and as requested by Agent, satisfactory evidence of payment of applicable excise taxes in each jurisdictions in which (30i) days after Borrower or any of its Subsidiaries conducts business or is required to pay any such excise tax, (ii) where the last day failure by Borrower or any of its Subsidiaries to pay any such applicable excise tax would result in a Lien on the properties or assets of Borrower’s fiscal year and promptly upon Board approval of , or (iii) where Borrower's failure to pay any material updates or changes thereto, annual Board-approved operating budgets and financial projections, such applicable excise tax reasonably could be expected to result in a form of presentation reasonably acceptable to Bank;Material Adverse Change, (f) as soon as available, and in Borrower has knowledge of any event within one hundred eighty (180) days following or condition that constitutes a Default or an Event of Default, notice thereof and a statement of the end of Borrower’s fiscal yearcurative action that Borrower proposes to take with respect thereto, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank;and (g) in upon the event that Borrower becomes subject request of Agent, any other report reasonably requested relating to the reporting requirements under the Exchange Act, within five (5) days financial condition of filing, copies of all periodic Borrower and other reports, proxy statements and other materials (in each case its Subsidiaries. In addition to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding financial statements referred to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, howeverabove, Borrower shall promptly notify Bank in writing agrees to deliver financial statements prepared on both a consolidated and consolidating basis and that no Subsidiary of Borrower (which may be by electronic mail) other than Eastern Capital Corporation), will have a fiscal year different from that of the posting of any such documents; (h) within five (5) days of delivery, copies of all material statements, reports Borrower. Borrower agrees that its independent certified public accountants are authorized to communicate with Agent and notices made available to Borrower’s security holders or release to any holders of Subordinated Debt, in each case to the extent same have not been separately furnished to Bank: (i) prompt report of any legal actions pending or threatened in writing against Agent whatever financial information concerning Borrower or any of and its Subsidiaries that could result Agent 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 damages or costs connection with any information requested by Agent pursuant to Borrower or any of its Subsidiaries of, individually or in the aggregateaccordance with this Agreement, Two Hundred Fifty Thousand Dollars ($250,000.00) and agrees that Agent may contact directly any such accounting firm or more; (j) at least annually, within thirty (30) days after approval by the Board, any 409A valuation report prepared by or at the direction of Borrower; and (k) other financial information reasonably requested by Bankservice bureau in order to obtain such information.

Financial Statements, Reports, Certificates. Provide Bank Deliver to Agent, with the followingcopies to each Lender: (a) a Borrowing Base Report (and as soon as available, but in any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (i) with each request for an Advance, and (ii) event within thirty (30) days after the end of each month;fiscal month of Borrower, (i) with an unaudited consolidated balance sheet, income statement and statement of cash flow covering Borrower’s operations during such period and the year-to-date period ending thereon, in each request case setting forth in comparative form the figures for an Advance and the corresponding periods in the prior year; and, (ii) a Compliance Certificate demonstrating in reasonable detail such Person’s compliance at the end of such period with the applicable financial and portfolio covenants contained therein that are measured as of the end of the month then ended; (b) as soon as available, but in any event within thirty forty-five (3045) days after the end of each monthfiscal quarter of Horizon and Horizon Management, (i) an unaudited consolidated balance sheet, income statement and statement of cash flow covering such Person’s and its Subsidiaries’ operations during such period and the year-to-date period ending thereon, in each case setting forth in comparative form the figures for the corresponding periods in the prior year; and, (Aii) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, a Compliance Certificate demonstrating in reasonable detail such Person’s compliance at the end of such period with the applicable financial and outstanding or held check registers, if any, and (C) monthly reconciliations portfolio covenants contained therein that are measured as of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each in a form the end of presentation reasonably acceptable to Bankthe quarter then ended; (c) as soon as available, but no later than thirty in any event within ninety (3090) days after the last day end of each month, a company prepared fiscal year of Borrower and Horizon, (i) consolidated balance sheet annual financial statements of Horizon and income statement covering Borrower’s consolidated operations its Subsidiaries for such month fiscal year, audited by McGladrey LLP or other independent certified by a Responsible Officer and in a form of presentation public accountants reasonably acceptable to Bank (Agent and it being understood that certified by such financial statements shall not include footnotes and normal year-end adjustments) (the “Monthly Financial Statements”)accountants to have been prepared in accordance with GAAP, together with any accountants’ letter to management in connection therewith; (dii) within thirty consolidating financial statements of Horizon and its Subsidiaries for such fiscal year, prepared by Horizon based on its audited consolidated financial statements for such year, in form acceptable to Agent in its Permitted Discretion; and (30iii) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was demonstrating in full reasonable detail Borrower’s and Horizon’s compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checksperiod with the applicable financial and portfolio covenants contained therein; (e) within thirty (30) days after the last day of Borrower’s fiscal year and promptly upon Board approval of any material updates or changes thereto, annual Board-approved operating budgets and financial projections, in a form of presentation reasonably acceptable to Bank; (fd) as soon as available, and but in any event within one hundred eighty fifty (180150) days following after the end of Borrower’s each fiscal year of Horizon Management, (i) consolidated annual financial statements of Horizon Management and its Subsidiaries for such fiscal year, audited consolidated financial statements by RSM US LLP or other independent certified public accountants reasonably acceptable to Agent and certified by such accountants to have been prepared under in accordance with GAAP, consistently applied, together with any accountants’ letter to management in connection therewith; and (ii) a Compliance Certificate demonstrating in reasonable detail Horizon Management’s calculation of the applicable financial and portfolio covenants contained therein; (e) if and when filed by Borrower or Horizon; (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 Horizon with the SEC, and (iii) copies of Borrower’s or Horizon’s federal income tax returns, and any amendments thereto, filed with the Internal Revenue Service (but only to the extent that Borrower or Horizon is treated other than as an unqualified opinion entity that is not itself subject to federal income tax on operating income, a partnership or a disregarded entity for federal income tax purposes), (f) promptly notify Agent of the financial statements from an independent certified public accounting firm following regarding each Note Receivable and Note Receivable Collateral which secures such Note Receivable: (i) the occurrence of any event which could reasonably acceptable be expected to Bankmaterially impair the prospect of payment of such Note Receivable; (ii) the sending by Servicer or Borrower of any notice of default, recordation by Servicer or Borrower of any notice of foreclosure and the date of any scheduled foreclosure sale thereon, or filing by Servicer or Borrower of any lawsuit (including case number and court) on a Note Receivable or related Note Receivable Collateral; (iii) the consummation of any foreclosure sale or any deed or b▇▇▇ of sale in lieu of foreclosure, retention of collateral in satisfaction of debt or similar transaction, and deliver to Agent true and complete copies of all documentation executed in respect thereof (in the case of notices, postings and the like, and in the case of deeds, bills of sale or retention of collateral transactions, all documents related to consummation of such transaction or transfer of such property); and (iv) the receipt by Servicer or Borrower of a notice by any Person of (x) a default with respect to any agreement evidencing or governing a Lien on any Note Receivable Collateral or (y) any foreclosure sale with respect to any Note Receivable Collateral; (g) promptly, but in the any event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five (5) days after an Authorized Person has knowledge of filingany event or condition that constitutes a Default or an Event of Default, copies of all periodic notice thereof and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding to any or all a statement of the functions of the SEC or curative action that Borrower proposes to take with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link respect thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents;, (h) promptly after the commencement thereof, but in any event within five (5) days after the service of deliveryprocess with respect thereto on Borrower, copies its Subsidiaries, Horizon or Horizon Management, notice of all material statementsactions, reports and notices made available suits, or proceedings brought by or against Borrower, its Subsidiaries, Horizon or Horizon Management before any Governmental Authority which, if determined adversely to Borrower’s security holders , such Subsidiary, Horizon or Horizon Management, could reasonably be expected to any holders of Subordinated Debtresult in a Material Adverse Change, in each case to the extent same have not been separately furnished to Bank:and (i) prompt report upon the request 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, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (j) at least annually, within thirty (30) days after approval by the BoardAgent, any 409A valuation report prepared by or at the direction of Borrower; and (k) other financial information reasonably requested relating to the financial condition of Borrower, its Subsidiaries, Horizon or Horizon Management. In addition, Borrower agrees to deliver financial statements prepared on both a consolidated and consolidating basis to the extent required by Bankthis Section 6.3, and agrees that Borrower will not have a fiscal year different from that of Horizon or Horizon Management and that no Subsidiary of Borrower will have a fiscal year different from that of Borrower. Borrower also agrees to cooperate with Agent to allow Agent to (A) audit Borrower, Horizon and Horizon Management, and (B) consult with its and each such other Person’s independent certified public accountants if Agent reasonably requests the right to do so. In such connection, Borrower authorizes, and will cooperate with Agent to cause its Subsidiaries, Horizon and Horizon Management to authorize, its independent certified public accountants to communicate with Agent and to release to Agent whatever financial information concerning such Person as Agent reasonably may request.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Borrowing Base Report Borrower shall deliver to Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and any schedules related thereto such other statements, reports, certificates and including any other information requested by records as Bank with respect may reasonably request from time to Borrower’s Accounts) time. (i) with each request As soon as available, and in any event no later than the earlier of (i) the date Borrower is required by the SEC to deliver its Form 10-K for an Advance, any fiscal year of Borrower (taking into account any extension of the time to file granted by the SEC) and (ii) one hundred twenty (120) days after the end of each fiscal year of Borrower, Borrower shall deliver to Bank audited consolidated and consolidating financial statements of Borrower and its Subsidiaries (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 on such financial statements that is unqualified or qualified in a manner acceptable to Bank from WithumSmith+▇▇▇▇▇, PC, ▇▇▇▇▇ & ▇▇▇▇▇, or another independent certified public accounting firm reasonably acceptable to Bank; provided that filing with the SEC within the time period specified above of Borrower’s annual report on Form 10-K for such fiscal year (together with Borrower’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Securities Exchange Act of 1934) prepared in accordance with the requirements therefor shall be deemed to satisfy the requirements of this Section 6.4(a)(i). (ii) As soon as available, and in any event no later than the earlier of (i) the date Borrower is required by the SEC to deliver its Form 10-Q for any fiscal quarter of Borrower (taking into account any extension of the time to file granted by the SEC) and (ii) forty-five (45) days after the end of each fiscal quarter of Borrower, Borrower shall deliver to Bank an unaudited consolidated and consolidating balance sheet and a statement of income and retained earnings prepared in accordance with GAAP, consistently applied, covering the consolidated operations of Borrower and its Subsidiaries during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; provided that filing with the SEC within the time period specified above of Borrower’s quarterly report on Form 10-Q prepared in compliance with the requirements therefor shall be deemed to satisfy the requirements of this Section 6.4(a)(ii). (iii) Promptly after the same become publicly available, Borrower shall deliver to Bank copies of all registration statements and reports on Form 10-K, 10-Q and 8-K (or their equivalents) filed with the SEC; provided that filing with the SEC within the time period specified above (if applicable) of any of Borrower’s registration statements and reports on Form 10-K, 10-Q and 8-K (or their equivalents) prepared in accordance with the requirements therefor shall be deemed to satisfy the requirements of this Section 6.4(a)(iii). (iv) As soon as available, and in any event no later than thirty (30) days following the Closing Date, Borrower shall deliver to Bank an unaudited balance sheet and a statement of income and retained earnings prepared in accordance with GAAP, consistently applied, covering the operations of SenDEC Corp. for the period commencing January 1, 2011 and ending January 21, 2011, in a form reasonably acceptable to Bank and certified by a Responsible Officer. (v) 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 Five Hundred Thousand Dollars ($500,000.00) or more. (vi) Promptly, and in any event within five (5) Business Days after receipt thereof by Borrower or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of Borrower or any Subsidiary thereof. (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. (viii) Within forty-five (45) 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 (if such status has changed), as well as any material claim of infringement against Borrower’s Intellectual Property or any change in Borrower’s Intellectual Property that would reasonably be expected to have a Material Adverse Effect, including, but not limited to, any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright application or registration not specified in the Exhibits to the Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement. (b) As soon as available, but in any event within thirty (30) days after the end of each month; (i) with each request for an Advance and (ii) within thirty (30) days after the end of each calendar month, (A) monthly accounts receivable agingsBorrower shall deliver to Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto, together with aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations listings of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each an inventory report in a form of presentation reasonably acceptable to Bank;. (c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form of presentation reasonably acceptable to Bank (and it being understood that such financial statements shall not include footnotes and normal year-end adjustments) (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) within thirty (30) days after the last day of Borrower’s fiscal year and promptly upon Board approval of any material updates or changes thereto, annual Board-approved operating budgets and financial projections, in a form of presentation reasonably acceptable to Bank; (f) as As soon as available, and in any event within one hundred eighty no later than the earlier of (180i) ten (10) days following Borrower’s delivery of its Form 10-Q to the SEC for any fiscal quarter of Borrower (taking into account any extension of the time to file granted by the SEC) and (ii) forty-five (45) days after the end of each fiscal quarter of Borrower, Borrower shall deliver to Bank a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto. (d) No later than forty-five (45) days after the beginning of each fiscal year of Borrower, Borrower shall deliver to Bank a detailed annual Budget, and Borrower shall notify Bank of each material change to or deviation from such Budget within ten (10) Business Days after Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank;board of directors has approved such change or deviation. (ge) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding Subject to any restrictions imposed by the DSS or all of the functions of the SEC or with any national securities exchangeother Governmental Authority, or distributed Borrower shall permit Bank directly and through another Person on Bank’s behalf and Bank shall have a right from time to its shareholderstime hereafter, as the case may be. Documents required directly and through another Person on Bank’s behalf, to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on audit Borrower’s website on the Internet Accounts and appraise Collateral at Borrower’s website addressexpense; provided, however, that, so long as no Event of Default has occurred and is continuing, Bank shall be entitled to conduct only one (1) such audit or appraisal during any twelve (12)-month period. (f) Borrower shall promptly notify provide such additional statements and information as Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) within five (5) days of delivery, copies of all material statements, reports and notices made available from time to Borrower’s security holders or to any holders of Subordinated Debttime reasonably request, in each case to the extent same have not been separately furnished form reasonably acceptable to Bank: (i) 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, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (j) at least annually, within thirty (30) days after approval by the Board, any 409A valuation report prepared by or at the direction of Borrower; and (k) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank Holdings or AMTROL (as the case may be) shall deliver to Agent, with the followingcopies to each Lender: (a) as soon as available, but in any event within 30 days (45 days in the case of a Borrowing Base Report month that is the end of one of the first 3 fiscal quarters in a fiscal year) after the end of each month (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accountsthan the last month of each fiscal year) during each of AMTROL's fiscal years, (i) with each request for an Advancebalance sheets, income statements, and statements of cash flow prepared on a consolidated basis for AMTROL's and its Subsidiaries' operations and separately for the North American Operations during such period, (ii) a certificate signed by the chief financial officer of AMTROL to the effect that: A. the financial statements delivered hereunder have been prepared in accordance with GAAP (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 AMTROL and its Subsidiaries and the North American Operations (as applicable), and B. 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 Borrowers have taken, are taking, or propose 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 -71- reasonable detail, compliance at the end of such period with the applicable financial covenants contained in SECTION 7.20, and (b) as soon as available, but in any event within thirty (30) 90 days after the end of each month;of AMTROL's fiscal years, (i) consolidated financial statements of AMTROL and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications, by such accountants to have been prepared in accordance with each request for an Advance GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants' letter to management), (ii) within thirty (30) days after a certificate of such accountants addressed to Agent and the end Lenders stating that such accountants do not have knowledge of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding the existence of any Default or held check registers, if any, and (C) monthly reconciliations Event of accounts receivable agings (aged by invoice date), transaction reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, each in a form of presentation reasonably acceptable to Bank;Default under SECTION 7.20, (c) as soon as available, but no later than thirty (30) in any event within 30 days after the last day start of each of AMTROL's fiscal years, copies of the Projections, in form and substance (including as to scope and underlying assumptions) satisfactory to Agent, in its sole discretion, for the forthcoming 3 years, year by year, and for the forthcoming fiscal year, month by month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer the chief financial officer of AMTROL as being such officer's good faith best estimate of the financial performance of AMTROL and in a form of presentation reasonably acceptable to Bank (and it being understood that such financial statements shall not include footnotes and normal year-end adjustments) (its Subsidiaries during the “Monthly Financial Statements”);period covered thereby, (d) within thirty if and when filed by Holdings or any Borrower, (30i) days after the last day of each month 10-Q quarterly reports, Form 10-K annual reports, and together Form 8-K current reports, and (ii) any other filings made by Holdings or any Borrower with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks;SEC, (e) within thirty (30) days after the last day if and when reasonably requested by Agent, copies of Borrower’s fiscal year Holdings' or Borrowers' federal income tax returns, and promptly upon Board approval of any material updates or changes amendments thereto, annual Board-approved operating budgets and financial projections, in a form of presentation reasonably acceptable to Bank;filed with the Internal Revenue Service, (f) if and when filed by any Borrower and as reasonably requested by Agent, satisfactory evidence of payment of applicable excise taxes in each jurisdictions in which (i) any Borrower conducts business or is required to pay any such excise tax, (ii) where any Borrower's failure to pay any such applicable excise tax would result in a Lien on the properties or assets of any Borrower, or (iii) where any Borrower's failure to pay any such applicable excise tax reasonably could be expected to result in a Material Adverse Change, (g) as soon as Holdings or a Borrower has knowledge of any event or condition that constitutes a Default or an Event of Default, notice thereof and a statement of the curative action that Holdings or Borrowers propose to take with respect thereto, (h) as soon as available, (i) copies of any amendment or other modification of any Other Senior Debt Loan Document or the Indenture, (ii) copies of material notices and other correspondence that Holdings or any Borrower executes, receives or sends in connection with (A) any Other Senior Debt Loan Document to an Other Senior Lender in its capacity as a lender thereunder or (B) the Indenture, and (iii) written notice of any potential or actual default under any Other Senior Debt Loan Document or the Indenture, (i) promptly after the commencement thereof, but in any event within one hundred eighty (180) 5 days following after the end service of Borrower’s fiscal yearprocess with respect thereto on any Loan Party, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five (5) days of filing, copies notice of all periodic and other reportsactions, proxy statements and other materials (in each case to the extent material) filed suits or proceedings brought by Borrower with the SEC, or against any Loan Party before any Governmental Authority succeeding which could reasonably be expected to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) within five (5) days of delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, in each case to the extent same have not been separately furnished to Bank: (i) 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, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00) or more;a Material Adverse Change, (j) at least annuallyafter December 31, within thirty (30) days 2001, not less than 10 Business Days' prior to the making of any regularly scheduled semi-annual payment of interest on the Senior Subordinated Notes, Borrowers shall deliver a certificate stating that after approval by the Boardgiving effect to such interest payment Availability will not be less than $1,500,000, any 409A valuation report prepared by or at the direction of Borrower; and (k) upon the request of Agent, any other report reasonably requested relating to the financial condition of Borrowers. In addition to the financial statements referred to above, AMTROL agrees that no Borrower, or any Subsidiary of a Borrower, will have a fiscal year different from that of AMTROL. Borrowers agree that their independent certified public accountants are authorized to communicate with Agent and to release to Agent whatever financial information relating to the affairs, finances or accounts of Borrowers that Agent reasonably may request; PROVIDED, that Agent shall provide notice to Administrative Borrower promptly after Agent communicates with such accountants. Each 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 BankAgent pursuant to or in accordance with this Agreement (other than with respect to information protected by the attorney-client privilege), and agree that Agent may contact directly any such accounting firm or service bureau in order to obtain such information.