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

Financial Statements, Reports, Certificates. Borrower shall deliver to Lender: (i) as soon as prepared, and no later than 30 days after the end of each calendar quarter, a balance sheet, income statement and cash flow statement covering Borrower’s operations for each of the three months during such period, provided for each calendar month ending after the calendar quarter ending on September 30, 2008, Borrower shall deliver to Lender as soon as prepared, and no later than 30 days after the end of each calendar month, a balance sheet, income statement and cash flow statement covering Borrower’s operations during such period; (ii) as soon as prepared, but no later than 90 days after the end of the fiscal year, or such other timeframe formally approved by Borrower’s audit committee, audited financial statements prepared in accordance with GAAP, together with an opinion that such financial statements fairly present Borrower’s financial condition by an independent public accounting firm reasonably acceptable to Lender; (iii) immediately upon notice thereof, a report of any legal or administrative action pending or threatened in writing against Borrower which is likely to result in liability to Borrower in excess of $100,000 (provided that Borrower shall not be required to report notices of possibly relevant third party patents, or proposals or demands to license intellectual property); and (iv) such other financial information as Lender may reasonably request from time to time. Financial statements delivered pursuant to subsections (i) and (ii) above shall be accompanied by a certificate signed by a Responsible Officer (each an “Officer’s Certificate”) in the form of Exhibit F.

Financial Statements, Reports, Certificates. Until such time as Borrower shall have become a publicly reporting company under the Exchange Act, Borrower shall deliver to Agent and each of the Major Lenders (and any other Lender upon such Lender: ’s written request to Borrower): (ia) as soon as preparedavailable, and no later than 30 but in any event within thirty (30) days after the end of each calendar quarter, a balance sheet, income statement and cash flow statement covering Borrower’s operations for each of the three months during such period, provided for each calendar month ending after the calendar quarter ending on September 30, 2008, Borrower shall deliver to Lender as soon as prepared, and no later than 30 days after the end of each calendar month, a company prepared balance sheet, income statement and cash flow statement covering Borrower’s operations during such period, certified by Borrower’s president, controller or chief financial officer (each, a “Responsible Officer”); (iib) as soon as preparedavailable, but no later than 90 in any event within one hundred eighty (180) days after the end of the fiscal year, or such other timeframe formally approved by Borrower’s audit committeefiscal year commencing with Borrowers’ fiscal year 2010, audited financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion that (other than a qualification for a going concern) on such financial statements fairly present Borrower’s financial condition by an of a nationally recognized or other independent public accounting firm reasonably acceptable to LenderAgent; (iiic) immediately upon notice thereofas soon as available, a report but in any event within ninety (90) days after the end of any legal Borrower’s fiscal year or administrative action pending or threatened in writing against Borrower which is likely to result in liability to Borrower in excess the date of $100,000 (provided that Borrower shall not be required to report notices Borrower’s board of possibly relevant third party patentsdirectors’ adoption, or proposals or demands to license intellectual property); Borrower’s operating budget and plan for the next fiscal year and (ivd) such other financial information as Lender the Lenders may reasonably request from time to time. Financial statements delivered pursuant In addition, Borrower shall deliver to subsections Agent and each of the Major Lenders (and any other Lender upon such Lender’s written request to Borrower): (i) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders; and (ii) above shall be accompanied by immediately upon receipt of notice thereof, a certificate signed by a Responsible Officer report of any material legal actions pending or threatened against Borrower or the commencement of any action, proceeding or governmental investigation involving Borrower is commenced that is reasonably expected to result in damages or costs to Borrower of Two Hundred Fifty Thousand Dollars (each an “Officer’s Certificate”) in the form of Exhibit F.$250,000).

Financial Statements, Reports, Certificates. Borrower shall deliver to Lender: (ia) as soon as preparedavailable, and no later than 30 but in any event within thirty (30) days after the end of each calendar quarter, a balance sheet, income statement and cash flow statement covering Borrower’s operations for each of the three months during such period, provided for each calendar month ending after the calendar quarter ending on September 30, 2008, Borrower shall deliver to Lender as soon as prepared, and no later than 30 days after the end of each calendar month, a company prepared balance sheet, income statement and cash flow statement covering Borrower’s operations during such period, certified by Borrower’s president, treasurer or chief financial officer (each, a “Responsible Officer”); (iib) as soon as preparedavailable, but no later than 90 in any event within one hundred fifty (150) days after the end of the Borrower’s fiscal year, or such other timeframe formally approved by Borrower’s audit committee, audited financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion that on such financial statements fairly present Borrower’s financial condition by an of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; and (iiic) immediately upon notice thereofas soon as available, a report but in any event within ninety (90) days after the end of any legal Borrower’s fiscal year or administrative action pending or threatened in writing against Borrower which is likely to result in liability to Borrower in excess the date of $100,000 (provided that Borrower shall not be required to report notices Borrower’s board of possibly relevant third party patentsdirectors’ adoption, or proposals or demands to license intellectual property)Borrower’s operating budget and plan for the next fiscal year; and (ivd) such other financial information as Lender may reasonably request from time to time. Financial From and after such time as Borrower becomes a publicly reporting company, promptly as they are available and in any event: (x) within five (5) Business Days after the time of filing of Borrower’s Form 10-K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements delivered pursuant of Borrower filed with such Form 10-K; and (y) within five (5) Business Days after the time of filing of Borrower’s Form 10-Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the financial statements of Borrower filed with such Form 10-Q. In addition, Borrower shall deliver to subsections Lender (i) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders (other than requests for approvals or consents); (ii) above shall be accompanied by immediately upon receipt of notice thereof, a certificate signed by a Responsible Officer report of any material legal actions pending or threatened against Borrower or the commencement of any action, proceeding or governmental investigation involving Borrower is commenced that is reasonably expected to result in damages or costs to Borrower of One Hundred Fifty Thousand Dollars (each an “Officer’s Certificate”$150,000) in the form of Exhibit F.or more; and (iii) such other financial information as Lender may reasonably request from time to time.

Financial Statements, Reports, Certificates. Borrower shall deliver to Lender: (ia) as soon as preparedavailable, and no later than 30 but in any event within thirty (30) days after the end of each calendar quarter, a balance sheet, income statement and cash flow statement covering Borrower’s operations for each of the three months during such period, provided for each calendar month ending after the calendar quarter ending on September 30, 2008, Borrower shall deliver to Lender as soon as prepared, and no later than 30 days after the end of each calendar month, a company prepared balance sheet, income statement and cash flow statement covering Borrower’s operations during such period, certified by Borrower’s president, treasurer or chief financial officer (each, a “Responsible Officer”); (iib) as soon as preparedavailable, but no later than 90 in any event within one hundred eighty (180) days after the end of the Borrower’s fiscal year, or such other timeframe formally approved by Borrower’s audit committee, audited financial statements of Borrower prepared in accordance with GAAP, together with an unqualified (except as a “going concern” or other similar qualification) opinion that on such financial statements fairly present Borrower’s financial condition by an of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; and (iiic) immediately upon notice thereofas soon as available, a report but in any event within ninety (90) days after the end of any legal or administrative action pending or threatened in writing against Borrower which is likely to result in liability to Borrower in excess Borrower’s fiscal year or, if later, the date of $100,000 (provided that Borrower shall not be required to report notices Borrower’s board of possibly relevant third party patentsdirectors’ adoption, or proposals or demands to license intellectual property)Borrower’s operating budget and plan for the next fiscal year; and (ivd) such other financial information as Lender may reasonably request from time to time. Financial From and after such time as Borrower becomes a publicly reporting company, promptly as they are available and in any event: (x) at the time of filing of Borrower’s Form 10-K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements delivered pursuant of Borrower filed with such Form 10-K; and (y) at the time of filing of Borrower’s Form 10-Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the financial statements of Borrower filed with such Form 10-Q. In addition, Borrower shall deliver to subsections Lender (i) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders; and (ii) above shall be accompanied by immediately upon receipt of notice thereof, a certificate signed by a Responsible Officer report of any material legal actions pending or threatened in writing against Borrower or the commencement of any action, proceeding or governmental investigation involving Borrower is commenced that is reasonably expected to result in damages or costs to Borrower of One Hundred Fifty Thousand Dollars (each an “Officer’s Certificate”) in the form of Exhibit F.$150,000).

Financial Statements, Reports, Certificates. Borrower shall deliver to LenderLenders: (ia) as soon as preparedavailable, and no later than 30 but in any event within thirty (30) days after the end of each calendar quarter, a balance sheet, income statement and cash flow statement covering Borrower’s operations for each of the three months during such period, provided for each calendar month ending after the calendar quarter ending on September 30, 2008, Borrower shall deliver to Lender as soon as prepared, and no later than 30 days after the end of each calendar month, a company prepared balance sheet, income statement and cash flow statement covering Borrower’s operations during such period, certified by Borrower’s president, treasurer or chief financial officer (each, a “Responsible Officer”); (iib) as soon as preparedavailable, but no later than 90 in any event within one hundred eighty (180) days after the end of the Borrower’s fiscal year, or such other timeframe formally approved by Borrower’s audit committee, audited financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion that on such financial statements fairly present Borrower’s financial condition by an of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (iii) immediately upon notice thereof, a report of any legal or administrative action pending or threatened in writing against Borrower which is likely to result in liability to Borrower in excess of $100,000 Lenders (provided that Borrower shall Lenders acknowledge that a going concern exception, in and of itself, will not be required render such opinion unacceptable to report notices of possibly relevant third party patents, or proposals or demands to license intellectual propertyLenders); and (ivc) as soon as available, but in any event within ninety (90) days after the end of Borrower’s fiscal year or the date of Borrower’s board of directors’ adoption, Borrower’s operating budget and plan for the next fiscal year; and (d) such other financial information as Lender Lenders may reasonably request from time to time. Financial statements delivered pursuant In addition, Borrower shall deliver to subsections Lenders (i) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders; and (ii) above shall be accompanied by immediately upon receipt of notice thereof, a certificate signed by a Responsible Officer report of any material legal actions pending or threatened against Borrower or the commencement of any action, proceeding or governmental investigation involving Borrower is commenced that is reasonably expected to result in damages or costs to Borrower of Fifty Thousand Dollars (each an “Officer’s Certificate”$50,000) in the form of Exhibit F.or more; and (iii) such other financial information as Lenders may reasonably request from time to time.

Financial Statements, Reports, Certificates. Borrower shall deliver to Lender: Provide Lenders with the following: (ia) [Reserved]; (b) [Reserved]; (c) as soon as preparedavailable, and but no later than 30 within forty-five (45) days after the end of each fiscal quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s operations for such period in a form acceptable to Lenders (the “Quarterly Financial Statements”); provided, however, notwithstanding the foregoing, the Quarterly Financial Statements for Borrower’s fourth (4th) quarter of each fiscal year, shall be due within ninety (90) days of such fiscal quarter; (d) [Reserved]; (e) [Reserved]; (f) within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials 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 at Borrower’s website address; provided, however, Borrower shall promptly notify Lenders in writing (which may be by electronic mail) of the posting of any such documents; (g) 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, One Million Dollars ($1,000,000) or more as reasonably requested by Lenders; (h) within thirty (30) days of the end of each calendar quarter, a balance sheet, income statement and cash flow statement covering Borrower’s operations for each an update on the status of the three months during such period, provided for each calendar month ending after the calendar quarter ending on September 30, 2008, Borrower shall deliver to Lender as soon as prepared, and no later than 30 days after the end of each calendar month, a balance sheet, income statement and cash flow statement covering Borrower’s operations during such period; (ii) as soon as prepared, but no later than 90 days after the end of the fiscal year, or any litigation along with such other timeframe formally approved information relating thereto as reasonably requested by Borrower’s audit committeeLenders; and (i) promptly, audited financial statements prepared in accordance with GAAP, together with an opinion that such financial statements fairly present Borrower’s financial condition by an independent public accounting firm reasonably acceptable to Lender; (iii) immediately upon notice thereof, a report of any legal or administrative action pending or threatened in writing against Borrower which is likely to result in liability to Borrower in excess of $100,000 (provided that Borrower shall not be required to report notices of possibly relevant third party patents, or proposals or demands to license intellectual property); and (iv) such other financial information as Lender may reasonably request from time to time. Financial statements delivered pursuant to subsections (i) and (ii) above shall be accompanied , such other information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by a certificate signed by a Responsible Officer (each an “Officer’s Certificate”) in the form of Exhibit F.Lenders.

Financial Statements, Reports, Certificates. (1) Borrower shall deliver to LenderBank: (i) a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during the period, in a form acceptable to Bank and certified by a Responsible Officer (a) prior to the occurrence of the Capitalization Event, as soon as preparedavailable, and but no later than 30 thirty (30) days after the end last day of each calendar quartermonth, a balance sheet, income statement and cash flow statement covering Borrower’s operations for each (b) upon and after the occurrence of the three months during such periodCapitalization Event, provided for each calendar month ending after the calendar quarter ending on September 30, 2008, Borrower shall deliver to Lender as soon as preparedavailable, and but no later than 30 forty five (45) days after the end last day of each calendar month, a balance sheet, income statement and cash flow statement covering Borrower’s operations during such periodquarter; (ii) as soon as preparedavailable, but no later than 90 ninety (90) days after the end of the Borrower's fiscal year, or such other timeframe formally approved by Borrower’s audit committee, audited consolidated financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion that such on the financial statements fairly present Borrower’s financial condition by from an independent certified public accounting firm reasonably acceptable to LenderBank; (iii) immediately upon notice thereofwithin five (5) days of filing, 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, 10-Q and 8-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal or administrative action actions pending or threatened in writing against Borrower which is likely to or any Subsidiary that could result in liability damages or costs to Borrower in excess or any Subsidiary of Two Hundred Thousand Dollars ($100,000 (provided that Borrower shall not be required to report notices of possibly relevant third party patents, 200,000.00) or proposals or demands to license intellectual property)more; and (ivv) such other financial information as Lender may Bank reasonably request from time requests. (2) Borrower shall deliver to time. Financial statements delivered pursuant to subsections (i) and (ii) above shall be accompanied by Bank with the financial statements, a certificate Compliance Certificate signed by a Responsible Officer (each an “Officer’s Certificate”) in the form of Exhibit F.C as follows: (i) if prior to the occurrence of the Capitalization Event, within thirty (30) days after the last day of each month, and (ii) upon and after the occurrence of the Capitalization Event, within forty five (45) days after the last day of each quarter.

Financial Statements, Reports, Certificates. Borrower shall deliver to each Lender: (ia) as soon as preparedavailable, and no later than 30 but in any event within thirty (30) days after the end of each calendar quarter, a balance sheet, income statement and cash flow statement covering Borrower’s operations for each of the three months during such period, provided for each calendar month ending after the calendar quarter ending on September 30, 2008, Borrower shall deliver to Lender as soon as prepared, and no later than 30 days after the end of each calendar month, a company prepared balance sheet, income statement and cash flow statement covering Borrower’s operations during such period, certified by a Responsible Officer; (iib) as soon as preparedpossible, but no later than 90 in any event within thirty (30) days after the end of each calendar quarter, a company prepared balance sheet, income statement and cash flow statement covering Borrower’s operations during such period, certified by a Responsible Officer; (c) as soon as available, but in any event within one hundred twenty (120) days after the end of Borrower’s fiscal year, or such other timeframe formally approved by Borrower’s audit committee, audited financial statements of Borrower prepared in accordance with GAAPgenerally accepted accounting principles, consistently applied, together with an unqualified opinion that on such financial statements fairly present Borrower’s financial condition by an of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (iii) immediately upon notice thereof, a report of any legal or administrative action pending or threatened in writing against Borrower which is likely to result in liability to Borrower in excess of $100,000 (provided that Borrower shall not be required to report notices of possibly relevant third party patents, or proposals or demands to license intellectual property)Lenders; and (ivd) such other financial information as Lender may reasonably request from time to time, including, without limitation, annual budgets approved by the Borrower’s board of directors and any interim revisions or modifications approved by the Borrower’s board of directors. Financial Notwithstanding the foregoing, Borrower shall not be required to deliver any of the documents referenced in Section 6.3(a) during any month after the Commitment Termination Date, as extended herein or by Lenders in their sole discretion. From and after such time as Borrower becomes a publicly reporting company, promptly as they are available and in any event: (x) at the time of filing of Borrower’s Form 10-K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements delivered pursuant of Borrower filed with such Form 10-K; and (y) at the time of filing of Borrower’s Form 10-Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the financial statements of Borrower filed with such Form 10-Q. In addition, Borrower shall deliver to subsections each Lender (i) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders; (ii) above shall be accompanied by immediately upon receipt of notice thereof, a certificate signed by a Responsible Officer report of any material legal actions pending or threatened against Borrower; and (each an “Officer’s Certificate”iii) in the form of Exhibit F.such other financial information as Lenders may reasonably request from time to time.

Financial Statements, Reports, Certificates. Borrower shall deliver (a) Deliver to LenderAgent: (i) as soon as preparedavailable, and but no later than 30 five (5) days after filing with the Securities Exchange Commission, Peregrine’s 10K, 10Q, and 8K reports; (ii) a Compliance Certificate together with delivery of the 10K and 10Q reports; (iii) within 60 days after the end of each calendar quarterfiscal year, annual financial projections for the following fiscal year (on a balance sheetquarterly basis) as approved by Peregrine’s board of directors, income statement together with any related business forecasts used in the preparation of such annual financial projections; (iv) a prompt report of any litigation or governmental proceedings pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of $100,000 or more or could result in a Material Adverse Change; (v) prompt notice of an event that materially and cash flow statement covering adversely affects the value of the Borrower’s operations for each Intellectual Property; and (vi) budgets, sales projections, operating plans or other financial information Agent reasonably requests. Peregrine’s 10K, 10Q, and 8K reports required to be delivered pursuant to Section 6.2(a)(i) shall be deemed to have been delivered on the date on which Peregrine posts such report or provides a link thereto on Borrower’s or another website on the Internet; provided, that Borrower shall provide paper copies to Agent of the three Compliance Certificates required by Section 6.2(a)(ii). (b) Borrower will keep proper books of record and account in accordance with GAAP in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. Borrower shall allow, at the sole cost of Borrower, Agent, and Lenders to visit and inspect any of its properties, to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit and analysis of its operations and the Collateral, to verify the amount and age of the accounts, the identity and credit of the respective account debtors, to review the billing practices of Borrower and to discuss its respective affairs, finances and accounts with their respective officers, employees and independent public accountants as often as may reasonably be desired. Notwithstanding the foregoing, such audits shall be conducted at Borrower's expense no more often than once every twelve (12) months during such period, provided for each calendar month ending after the calendar quarter ending on September 30, 2008, unless an Event of Default has occurred and is continuing. (c) Borrower shall deliver to Lender as soon as prepared, Agent an updated Schedule 5.2 promptly upon Borrower’s acquisition or development of any Material Intellectual Property not already listed on Schedule 5.2 and no later than 30 days upon any other material change in Borrower’s Material Intellectual Property from that listed on Schedule 5.2. (d) If after the end Effective Date, Borrower wishes to manufacture, sell, develop, test or market any new Product, Borrower shall give prior written notice to Agent of each calendar monthsuch intention (which shall include a brief description of such Product, plus a balance sheet, income statement list of all Required Permits relating to such new Product (and cash flow statement covering a copy of such Required Permits if requested by Agent) and/or Borrower’s operations during such period; (ii) manufacture, sale, development, testing or marketing thereof issued or outstanding as soon as prepared, but no later than 90 days after the end of the fiscal yeardate of such notice) along with a copy of an amended and restated Schedule 5.11; and further, provided, that, if Borrower shall at any time obtain any new or additional Required Permits from the FDA, DEA, or such other timeframe formally approved by Borrower’s audit committeeparallel state or local authorities, audited financial statements prepared in accordance or foreign counterparts of the FDA, DEA, or parallel state or local authorities, with GAAPrespect to any Product which has previously been disclosed to Agent, together with an opinion that such financial statements fairly present Borrower’s financial condition by an independent public accounting firm reasonably acceptable to Lender; (iii) immediately upon notice thereof, a report of any legal or administrative action pending or threatened in writing against Borrower which is likely to result in liability to Borrower in excess of $100,000 (provided that Borrower shall not be required promptly give written notice to report notices Agent of possibly relevant third party patents, such new or proposals or demands to license intellectual propertyadditional Required Permits (along with a copy thereof if requested by Agent); and (iv) such other financial information as Lender may reasonably request from time to time. Financial statements delivered pursuant to subsections (i) and (ii) above shall be accompanied by a certificate signed by a Responsible Officer (each an “Officer’s Certificate”) in the form of Exhibit F..

Financial Statements, Reports, Certificates. Borrower shall deliver to Lender: (ia) as soon as preparedavailable, and no later than 30 but in any event within thirty (30) days after the end of each calendar quartermonth, a company prepared balance sheet, income statement and cash flow statement covering Borrower’s 's operations for each of the three months during such period, provided for each calendar month ending after the calendar quarter ending on September 30certified by Borrower's president, 2008treasurer or chief financial officer (each, Borrower shall deliver to Lender a "Responsible Officer"); (b) as soon as preparedavailable, and no later than 30 but in any event within one hundred twenty (120) days after the end of each calendar month, a balance sheet, income statement and cash flow statement covering Borrower’s operations during such period; (ii) as soon as prepared, but no later than 90 days after the end of the 's fiscal year, or such other timeframe formally approved by Borrower’s audit committee, audited financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion that on such financial statements fairly present Borrower’s financial condition by an of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; and (iiic) immediately upon notice thereofas soon as available, a report but in any event within ninety (90) days after the end of any legal Borrower's fiscal year or administrative action pending or threatened in writing against Borrower which is likely to result in liability to Borrower in excess the date of $100,000 (provided that Borrower shall not be required to report notices Borrower's board of possibly relevant third party patentsdirectors' adoption, or proposals or demands to license intellectual property)Borrower's operating budget and plan for the next fiscal year; and (ivd) such other financial information as Lender may reasonably request from time to time. Financial From and after such time as a Borrower becomes a publicly reporting company, promptly as they are available and in any event, it shall deliver to Lender: (x) at the time of filing its Form 10-K with the Securities and Exchange Commission after the end of each fiscal year of such Borrower, the financial statements delivered pursuant of such Borrower filed with such 10-K and (y) at the time of filing such Borrower's Form 10-Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of such Borrower, the financial statements of Borrower filed with such Form 10-Q. Borrower shall deliver to subsections Lender (i) promptly upon becoming available, copies of all material statements, reports and notices sent or made available generally by Borrower to its security holders; (ii) above shall be accompanied by promptly upon receipt of notice thereof, a certificate signed by a Responsible Officer report of any material legal actions pending or threatened against Borrower or the commencement of any action, proceeding or governmental investigation involving the Borrower is commenced that is reasonably expected to result in damages or costs to Borrower of Two Hundred Fifty Thousand Dollars (each an “Officer’s Certificate”$250,000) in the form of Exhibit F.or more; and (iii) such other financial information as Lender may reasonably request from time to time.

Financial Statements, Reports, Certificates. Borrower shall deliver to Lenderthe Lender Representative for distribution to the Lenders: (ia) as soon as preparedavailable, and no later than 30 but in any event within thirty (30) days after the end of each calendar quartermonth, a Borrower prepared Consolidated balance sheet, Consolidated income statement and cash flow statement covering Borrower’s operations for each of the three months during such period, provided for each calendar month ending after the calendar quarter ending on September 30, 2008, Borrower shall deliver to Lender as soon as prepared, and no later than 30 days after the end of each calendar month, a balance sheet, income statement and Consolidated cash flow statement covering Borrower’s operations during such period, and aging of ▇▇▇▇▇▇▇▇’s accounts receivable and accounts payable, all certified by Borrower’s president, chief executive officer, treasurer, chief financial officer or other senior financial officer (each, a “Responsible Officer”); (iib) as soon as preparedavailable, but no later than 90 in any event within one hundred eighty (180) days after the end of the fiscal year, or such other timeframe formally approved by Borrower’s audit committeefiscal year ending December 31, 2024 and for all fiscal years thereafter, audited Consolidated financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion that (other than a qualification with respect to “going concern”) on such financial statements fairly present Borrower’s financial condition by an of a nationally recognized or other independent public accounting firm reasonably acceptable to Lenderthe Required Lenders; (iiic) immediately as soon as available, but in any event upon notice thereof, a report the later of any legal or administrative action pending or threatened in writing against Borrower which is likely to result in liability to Borrower in excess (A) thirty (30) days after the end of $100,000 (provided that Borrower shall not be required to report notices of possibly relevant third party patentsBorrower’s fiscal year, or proposals or demands to license intellectual property)(B) following approval of the Borrower’s Board of Directors, ▇▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year; and (ivd) such other financial information as Lender the Lenders may reasonably request from time to time. Financial statements delivered pursuant In addition, Borrower shall deliver to subsections the Lender Representative for distribution to the Lenders (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to all of its security holders in their capacity as such and not in any other capacity and (B) promptly upon written receipt of notice thereof, a report of any material legal actions pending or threatened in writing against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to result in damages or costs to Borrower of Two Hundred Fifty Thousand Dollars ($250,000) or more. From and after such time as Borrower becomes a publicly reporting company, promptly as they are available and in any event: (i) at the time of filing of Borrower’s Form 10-K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10-K; and (ii) above at the time of filing of ▇▇▇▇▇▇▇▇’s Form 10-Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10-Q; provided, that in each case, such financial statements may be delivered electronically or on ▇▇▇▇▇▇▇▇’s website and, if so delivered, shall be accompanied by a certificate signed by a Responsible Officer (each an “Officer’s Certificate”) in deemed to have been delivered on the form date of Exhibit F.the filing.

Financial Statements, Reports, Certificates. Borrower shall deliver Deliver or cause to Lenderbe delivered, to Banks: (ia) as soon as preparedavailable, and no later than 30 but in any event within ninety (90) days after the end of each calendar quarterfiscal year of Borrower, consolidated and separate financial statements including a balance sheet, income statement, and statement and of cash flow statement covering Borrower’s operations for each of the three months Borrower and its Subsidiaries or Affiliates during such period, provided for each calendar month ending after the calendar quarter ending on September 30, 2008, Borrower shall deliver to Lender prepared and audited by a certified public accounting firm whose identity is approved in advance by Banks; (b) as soon as preparedavailable, and no later than 30 but in any event within ninety (90) days after the end of each calendar monthfiscal quarter of Borrower, consolidated and separate financial statements of Borrower and its Subsidiaries or Affiliates, prepared by Borrower or by a certified public accountant firm whose identity is approved in advance by Banks; (c) as soon as available, but in any event within thirty (30) days prior to the commencement of each fiscal year of Borrower, an annual financial projection for such succeeding fiscal year, including a balance sheet, income statement, and statement and of cash flow statement covering Borrower’s operations of Borrower and its Subsidiaries, or Affiliates during such period, prepared by Borrower or by a certified public accounting firm whose identity is approved in advance by Banks; (iid) as soon as preparedavailable, but no later than 90 in any event within fifteen (15) days after filing with the end Securities Exchange Commission, copies of all filings made by Borrower under the Securities Act of 1934 and the regulations and rules promulgated thereunder, in electronic and paper form. Each of the fiscal yearitems in subsections (a) through (d), inclusive, above shall be accompanied by a certificate, without any qualifications, by such accountants or such other timeframe formally approved by Borrower’s audit committee, audited financial statements Borrower (as applicable to the each document) to have been prepared in accordance with GAAP, together with an opinion a certificate of such accountants addressed to Banks 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. In addition to the financial statements referred to above, Borrower agrees to deliver to Banks, within the specified time periods, financial statements prepared on a consolidated basis so as to present Borrower and each of Borrower’s Subsidiaries or Affiliates on a consolidated basis, and each such related entity separately. Each quarter, together with the financial statements provided pursuant to this Section 6.3, Borrower shall deliver to Banks a Compliance Certificate signed by its chief financial officer to the effect that: (i) all financial statements delivered or caused to be delivered to Banks 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 Borrower’s the financial condition by 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 independent public accounting firm reasonably acceptable to Lender; earlier date), (iii) immediately upon notice thereofBorrower is in compliance at the end of such period with the applicable financial covenants contained in Section 7.19 (and demonstrating such compliance in reasonable detail), a report of any legal or administrative action pending or threatened in writing against Borrower which is likely to result in liability to Borrower in excess of $100,000 (provided that Borrower shall not be required to report notices of possibly relevant third party patents, or proposals or demands to license intellectual property); and (iv) on the date of delivery of such other certificate to Banks 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). Borrower shall have issued written instructions to its independent certified public accountants authorizing them to communicate with Banks and to release to Banks whatever financial information as Lender concerning Borrower that Banks may reasonably request from request. Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Banks, at Borrower’s expense, copies of Borrower’s financial statements, papers related thereto, and other accounting records of any nature in their possession, and to disclose to Banks any information they may at any time to time. Financial statements delivered pursuant to subsections (i) have regarding Borrower’s business affairs and (ii) above shall be accompanied by a certificate signed by a Responsible Officer (each an “Officer’s Certificate”) in the form of Exhibit F.financial conditions.

Financial Statements, Reports, Certificates. Borrower shall deliver to Lendereach Lender promptly as they are available and in any event: (ia) as soon as prepared, at the time of filing of Borrower’s Form 10-K with the Securities and no later than 30 days Exchange Commission after the end of each calendar quarterfiscal year of Borrower (and in any event, a balance sheetwithin ninety (90) days following the end of each fiscal year of Borrower), income statement the financial statements of Borrower filed or required to be filed with such Form 10-K; and cash flow statement covering (b) at the time of filing of Borrower’s operations for Form 10-Q with the Securities and Exchange Commission after the end of each of the first three months during fiscal quarters of each fiscal year of Borrower (and in any event, within forty-five (45) days following the end of each of the first three fiscal quarters of each fiscal year of Borrower), the Consolidated financial statements of Borrower filed or required to be filed with such period, provided for each calendar month ending after the calendar quarter ending on September 30, 2008Form 10-Q. In addition, Borrower shall deliver to each Lender as soon as prepared(i) promptly upon becoming available, copies of all statements, reports and no later than 30 days after the end of each calendar monthnotices sent or made available generally by Borrower to its security holders, a balance sheet, income statement and cash flow statement covering Borrower’s operations during such period; (ii) as soon as prepared, but no later than 90 days after the end of the fiscal year, or such other timeframe formally approved by Borrower’s audit committee, audited financial statements prepared in accordance with GAAP, together with an opinion that such financial statements fairly present Borrower’s financial condition by an independent public accounting firm reasonably acceptable to Lender; (iii) immediately upon notice thereof, a report of any legal or administrative action pending or threatened in writing against Borrower which is likely to result in liability to Borrower in excess of $100,000 (provided that Borrower shall not be required to report notices of possibly relevant third party patents, or proposals or demands to license intellectual property); and (iv) such other financial information as any Lender may reasonably request from time to time, (iii) promptly upon receipt of written notice thereof, a report of any material legal actions filed or commenced against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary, in each case, that is reasonably expected to result in damages or costs to Borrower of One Hundred Thousand Dollars ($100,000) or more and (iv) no later than five (5) Business Days prior to the entry by Borrower into a Permitted License with regard to Borrower’s rights to bremelanotide for use in the United States, a copy of the final Permitted License or substantially final draft of the Permitted License to be entered into by Borrower, whichever is available. Financial statements delivered pursuant Borrower shall immediately notify each Lender if Borrower has knowledge that Borrower, any of its Subsidiaries, or any director, officer, employee, agent or Affiliate of Borrower or any of its Subsidiaries becomes the subject or target of any Sanctions or (1) is convicted on, (2) pleads nolo contendere to, (3) is indicted on or (4) is arraigned and held over on charges involving money laundering or predicate crimes to subsections (imoney laundering. The items specified in Sections 6.3(a) and (ii6.3(b) above shall be accompanied by deemed delivered upon posting with ▇▇▇▇▇ or posting the items or a certificate signed by a Responsible Officer (each an “Officerlink thereto on Borrower’s Certificate”) in the form of Exhibit F.website.

Financial Statements, Reports, Certificates. (i) So long as Borrower is not subject to the reporting requirements of Section 12 or 15 of the Securities and Exchange Act of 1934, as amended (A) commencing for the fiscal month ending on October 25, 2008, and for each fiscal month thereafter, Borrower shall deliver to Lender: (i) Lender as soon as prepared, prepared and no later than 30 days after the end of each calendar quarter, a balance sheet, income statement and cash flow statement covering Borrower’s operations for each of the three months during such period, provided for each calendar month ending after the calendar quarter ending on September 30, 2008, Borrower shall deliver to Lender as soon as prepared, and no later than 30 days after the end of each calendar fiscal month, a balance sheet, income statement and cash flow statement covering Borrower’s operations during such period; period and (iiB) as soon as prepared, but no later than 90 days after the then end of the fiscal year, or such other timeframe formally approved by Borrower’s audit committee, audited financial statements prepared in accordance with GAAP, together with an opinion that such financial statements fairly present preent Borrower’s financial condition by an independent public accounting firm reasonably acceptable to Lender; (iiiii) immediately upon notice thereof, a report of any legal or administrative action pending or threatened in writing against Borrower which is likely to result in liability to Borrower in excess of $100,000 (provided that Borrower shall not be required to report notices of possibly relevant third party patents, or proposals or demands to license intellectual property); and (iviii) such other financial information as Lender may reasonably request from time to time. Financial statements delivered pursuant to subsections (ii)(A) and (iii)(B) above shall be accompanied by a certificate signed by a Responsible Officer (each an “Officer’s Certificate”) in the form of Exhibit F.F. Except as amended hereby, the Agreement remains unmodified and unchanged. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ By: LIGHTHOUSE MANAGEMENT PARTNERS V, L.L.C., its general Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ partner Title: President & CEO By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Director of Portfolio Analysis [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. dated as of March 29, 2005, as amended (“Agreement”), by and between LIGHTHOUSE CAPITAL PARTNERS V, L.P. (“Lender”) and FLUIDIGM CORPORATION (“Borrower”). THIS AMENDMENT NO. 06 (“Amendment 06”) to that certain Loan and Security Agreement No. 4561 dated March 29, 2005 (as amended to date, the “Agreement”) is entered into as of February 15, 2008, by and between LIGHTHOUSE CAPITAL PARTNERS V, L.P. (“Lender”) and FLUIDIGM CORPORATION, a Delaware corporation (“Borrower”).

Financial Statements, Reports, Certificates. Borrower shall deliver to Lender: Bank: (ia) as soon as preparedavailable, and no later than 30 but in any event within one hundred twenty (120) days after the end of each calendar quarterFiscal Year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified on such financial statements of an independent certified public accounting firm selected by Borrower and acceptable to Bank and a balance sheet, income statement and cash flow statement covering Borrower’s operations for each copy of the three months during any management letter sent to Borrower by such period, provided for each calendar month ending after the calendar quarter ending on September 30, 2008, Borrower shall deliver to Lender accountants. (b) as soon as preparedavailable, and no later than 30 but in any event within sixty (60) days after the end of each calendar monthFiscal Quarter, (i) company‑prepared consolidated and consolidating financial statements, including a balance sheet and statements of income, retained earnings and cash flow, in a form acceptable to Bank and certified by a Responsible Officer, and (ii) true and correct copies of each FOCUS Report filed during such Fiscal Quarter. (c) concurrently with delivery of the annual financial statements required by clause (a) above and the quarterly financial statements required by clause (b) above, a balance sheetCompliance Certificate certified as of the last day of the applicable Fiscal Year or Fiscal Quarter and signed by a Responsible Officer, income in substantially the form of Exhibit C hereto. (d) within thirty (30) days of filing of the same by any Guarantor, copies of all federal, state and other material tax returns and reports (including without limitation all schedule K-1s attached thereto); (e) promptly upon becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and cash flow statement covering Borrower’s operations during such period; the action which Borrower has taken or proposes to take with respect thereto; (iif) except as provided in clause (b) above, promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which Borrower or any of its Subsidiaries files with the SEC, as well as promptly providing to Bank copies of any reports and proxy statements delivered to its shareholders; (g) as soon as preparedavailable, but no later than 90 in any event with ninety (90) days after the end of the fiscal year, or such other timeframe formally approved by Borrower’s audit committee, audited December 31 of each year personal financial statements prepared and proof of liquidity for each Guarantor, in accordance with GAAP, together with an opinion that such financial statements fairly present Borrower’s financial condition by an independent public accounting firm reasonably a form acceptable to Lender; Bank and certified by such Guarantor; (iiih) immediately upon notice thereofpromptly following any request therefor, a report of any legal or administrative action pending or threatened in writing against Borrower which is likely to result in liability to Borrower in excess of $100,000 (provided that Borrower shall provide information and documentation reasonably requested by Lender for purposes of compliance with applicable “know your customer” requirements under the Patriot Act, the Beneficial Ownership Regulation or other applicable anti-money laundering laws, including but not be required limited to report notices of possibly relevant third party patents, or proposals or demands a Beneficial Ownership Certification form acceptable to license intellectual property); and (iv) such other financial information as Lender may reasonably request from time to time. Financial statements delivered pursuant to subsections Bank; (i) promptly upon receipt, any notices from SEC, FINRA or any other Governmental Authority regarding any liability; and (j) promptly following request therefor by Bank, such other business or financial data, reports, appraisals and (ii) above projections as Bank may request. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be accompanied by a certificate signed entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer of Borrower. If Borrower delivers any such information electronically, Borrower shall also deliver such information to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (each an “Officer5) Business Days after Borrower’s Certificate”) in the form electronic submission of Exhibit F.such information

Financial Statements, Reports, Certificates. Borrower shall deliver to LenderBACC: (ia) as soon as preparedavailable, and no later than 30 but in any event within thirty (30) days after the end of each calendar quartermonth during the Term, a preliminary balance sheet, income sheet and preliminary profit and loss statement and cash flow statement covering Borrower’s operations for each of the three months during such period, provided for each calendar month ending after the calendar quarter ending on September 30, 2008, prepared by Borrower shall deliver to Lender as soon as prepared, and no later than 30 days after the end of each calendar month, a balance sheet, income statement and cash flow statement covering Borrower’s operations during such period; and (iib) as soon as preparedavailable, but no later than 90 in any event within forty five (45) days after the end of each fiscal quarter during the fiscal yearTerm, or such other timeframe formally approved a balance sheet and profit and loss statement prepared by Borrower covering Borrower’s audit committeeoperations during such quarter, and (c) as soon as available, but in any event within ninety (90) days after the end of each of Borrower’s fiscal years, financial statements of Borrower for each such fiscal period, audited on an unqualified basis by independent certified public accountants acceptable to BACC. Such financial statements shall include a balance sheet and profit and loss statement, and the accountants’ management letter, if any, and shall be prepared in accordance with GAAP, together . Together with an opinion that such the financial statements fairly present as of the end of each fiscal quarter Borrower shall deliver to BACC a compliance certificate, in form satisfactory to BACC, setting forth the calculation of the Debt Service Coverage Ratio as of the end of such fiscal quarter. To extent the financial statements of Borrower are prepared on a consolidated or combined basis, they shall include consolidating/combining schedules as applicable. Together with the above, Borrower shall also deliver Borrower’s Form 10-Qs, 10-Ks or 8-Ks, if any, as soon as the same become available, and any other report reasonably requested by BACC relating to the Collateral and the financial condition by an independent public accounting firm reasonably acceptable to Lender; (iii) immediately upon notice thereof, a report of any legal or administrative action pending or threatened in writing against Borrower which is likely to result in liability to Borrower in excess of $100,000 (provided that Borrower shall not be required to report notices of possibly relevant third party patents, or proposals or demands to license intellectual property); and (iv) such other financial information as Lender may reasonably request from time to time. Financial statements delivered pursuant to subsections (i) and (ii) above shall be accompanied by a certificate signed by a Responsible Officer (each its chief financial officer to the effect that all reports, statements or computer prepared information of any kind or nature delivered or caused to be delivered to BACC under this Section 6.4 fairly present its financial condition and that there exists on the date of delivery of such certificate to BACC no condition or event which constitutes an “Officer’s Certificate”) in the form Event of Exhibit F.Default.

Financial Statements, Reports, Certificates. Borrower Borrowers shall deliver or make available to LenderAgent the following, in each case in form and substance reasonably satisfactory to Agent: (ia) as soon as preparedavailable, and no later than 30 but in any event within forty-five (45) days after the end of each calendar quarter, Borrowers’ consolidated financial statements, prepared in accordance with GAAP, consistently applied, together with a balance sheetCompliance Certificate signed by a Responsible Officer in substantially the form of Exhibit C; and (b) as soon as available, income statement and cash flow statement covering Borrower’s operations for each of the three months during such period, provided for each calendar month ending but in any event within one -hundred twenty (120) days after the calendar quarter ending end of Borrowers’ fiscal year, audited consolidated and consolidating financial statements of Borrowers prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on September 30, 2008, Borrower such financial statements of an independent certified public accounting firm reasonably acceptable to Agent. Borrowers shall deliver to Lender Agent the following, in each case in form and substance reasonably satisfactory to Agent: (c) as soon as preparedavailable, and no later than 30 but in any event within twenty-five (25) days after the end of each calendar month: (i) a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit D, a balance sheet, income statement and cash flow statement covering Borrower’s operations during such period; (ii) as soon as preparedan accounts receivable (net of Retention Accounts) aging report, but no later than 90 days after the end of the fiscal year(ii) an accounts payable aging report, or such other timeframe formally approved by Borrower’s audit committee, audited financial statements prepared in accordance with GAAP, together with an opinion that such financial statements fairly present Borrower’s financial condition by an independent public accounting firm reasonably acceptable to Lender; (iii) immediately a Domestic Inventory report, (iv) a Retention Accounts report, and (v) backlog report; (d) promptly upon receipt of notice thereof, a report of any legal or administrative action actions pending or threatened in writing against either Borrower which or any Subsidiary that is reasonably likely to result in liability damages or costs to Borrower Borrowers or any Subsidiary of Five Hundred Thousand Dollars ($500,000) or more; (e) promptly, and in excess any event within five (5) Business Days after the discovery thereof, a report signed by a Responsible Officer notifying Agent of $100,000 an Event of Default or of any material labor dispute, material tax dispute, substantive material changes in operations or management characteristics or any event which with the passing of time or the giving of notice or both could become an Event of Default hereunder; (provided that Borrower shall not be required f) as frequently as desired by Borrowers subject to report notices Agent’s consent thereto, updates of possibly relevant third party patents, or proposals or demands (i) the Schedule and (ii) the representations and warranties in Article 5 to license intellectual property)reflect changes since the most recent making of such representations and warranties; and (ivg) such budgets, sales projections, operating plans or other financial information as Lender Agent may reasonably request from time to time. Financial statements delivered pursuant to subsections (i) and (ii) above shall be accompanied by a certificate signed by a Responsible Officer (each an “Officer’s Certificate”) in the form of Exhibit F..

Financial Statements, Reports, Certificates. Borrower shall deliver to Lender: (ia) as soon as preparedavailable, and no later than 30 but in any event within thirty (30) days after the end of each calendar quarter, a balance sheet, income statement and cash flow statement covering Borrower’s operations for each of the three months during such period, provided for each calendar month ending after the calendar quarter ending on September 30, 2008, Borrower shall deliver to Lender as soon as prepared, and no later than 30 days after the end of each calendar month, a company prepared balance sheet, income statement and cash flow statement covering Borrower’s operations during such period, certified by Borrower’s president, treasurer or chief financial officer (each, a “Responsible Officer”); (iib) as soon as preparedavailable, but no later than 90 in any event within one hundred twenty (120) days after the end of the Borrower’s fiscal year, or such other timeframe formally approved by Borrower’s audit committee, audited financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion that on such financial statements fairly present Borrower’s financial condition by an of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; and (iiic) immediately upon notice thereofas soon as available, a report but in any event within ninety (90) days after the end of any legal Borrower’s fiscal year or administrative action pending or threatened in writing against Borrower which is likely to result in liability to Borrower in excess the date of $100,000 (provided that Borrower shall not be required to report notices Borrower’s board of possibly relevant third party patentsdirectors’ adoption, or proposals or demands to license intellectual property)Borrower’s operating budget and plan for the next fiscal year; and (ivd) such other financial information as Lender may reasonably request from time to time. Financial From and after such time as Borrower becomes a publicly reporting company, promptly as they are available and in any event: (x) at the time of filing of Borrower’s Form 10-K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements delivered pursuant of Borrower filed with such Form 10-K; and (y) at the time of filing of Borrower’s Form 10-Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the financial statements of Borrower filed with such Form 10-Q. In addition, Borrower shall deliver to subsections Lender (i) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders; (ii) above shall be accompanied by immediately upon receipt of notice thereof, a certificate signed by a Responsible Officer report of any material legal actions pending or threatened against Borrower or the commencement of any action, proceeding or governmental investigation involving Borrower is commenced that is reasonably expected to result in damages or costs to Borrower of One Hundred Fifty Thousand Dollars (each an “Officer’s Certificate”$150,000) in the form of Exhibit F.or more; and (iii) such other financial information as Lender may reasonably request from time to time.

Financial Statements, Reports, Certificates. Borrower shall deliver to Lender: (ia) as soon as preparedavailable, and no later than 30 but in any event within thirty (30) days after the end of each calendar quartermonth, a company prepared balance sheet, income statement and cash flow statement covering Borrower’s and Subsidiaries’ operations for each of the three months during such period, provided for each calendar month ending after the calendar quarter ending on September 30certified by Borrower’s president, 2008treasurer or chief financial officer (each, Borrower shall deliver to Lender a “Responsible Officer”); (b) as soon as preparedavailable, and no later than 30 but in any event within one hundred twenty (120) days after the end of each calendar month, a balance sheet, income statement and cash flow statement covering Borrower’s operations during such period; (ii) as soon as prepared, but no later than 90 days after the end of the fiscal year, if Borrower ceases to be a reporting company for purposes of the Securities Exchange Act of 1934, as amended, or such other timeframe formally approved by Borrower’s audit committeeceases to file financial statements with the SEC, audited combined financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion that on such financial statements fairly present Borrower’s financial condition by an of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (iiic) immediately upon notice thereofas soon as available, a report but in any event within ninety (90) days after the end of Borrower’s fiscal year or the date of Borrower’s board of directors’ adoption, Borrower’s operating budget and plan for the next fiscal year; (d) promptly as they are available and in any legal or administrative action pending or threatened in writing against event (x) at the time of filing of Borrower’s Form 10-K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower which is likely to result in liability to Borrower in excess of $100,000 (provided that Borrower shall not be required to report notices of possibly relevant third party patents, or proposals or demands to license intellectual property)filed with such Form 10-K; and (ivy) at the time of filing of Borrower’s Form 10-Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the financial statements of Borrower filed with such Form 10-Q. and (e) such other financial information as Lender may reasonably request from time to time. Financial statements delivered pursuant In addition, Borrower shall deliver to subsections Lender (i) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders; and (ii) above shall be accompanied by immediately upon receipt of notice thereof, a certificate signed by a Responsible Officer report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to result in damages or costs to Borrower or any Subsidiary of One Hundred Fifty Thousand Dollars (each an “Officer’s Certificate”) in the form of Exhibit F.$150,000).

Financial Statements, Reports, Certificates. Borrower shall deliver to Lender: (ia) as soon as preparedavailable, and no later than 30 but in any event within thirty (30) days after the end of each calendar quartermonth, a company prepared balance sheet, income statement and cash flow statement covering Borrower’s 's operations for each of the three months during such period, provided for each calendar month ending after the calendar quarter ending on September 30certified by Borrower's president, 2008treasurer or chief financial officer (each, Borrower shall deliver to Lender a "Responsible Officer"); (b) as soon as preparedavailable, and no later than 30 but in any event within one hundred eighty (180) days after the end of each calendar month, a balance sheet, income statement and cash flow statement covering Borrower’s operations during such period; (ii) as soon as prepared, but no later than 90 days after the end of the 's fiscal year, or such other timeframe formally approved by Borrower’s audit committee, audited financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion that on such financial statements fairly present Borrower’s financial condition by an of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (iii) immediately upon notice thereof, a report of any legal or administrative action pending or threatened in writing against Borrower which is likely to result in liability to Borrower in excess of $100,000 (provided that Borrower shall not be required to report notices of possibly relevant third party patents, or proposals or demands to license intellectual property); and (ivc) as soon as available, but in any event within ninety (90) days after the end of Borrower's fiscal year or, if later, the date of Borrower's board of directors' adoption, Borrower's operating budget and plan for the next fiscal year, and (d) such other financial information as Lender may reasonably request from time to time. Financial From and after such time as Borrower becomes a publicly reporting company, promptly as they are available and in any event: (x) at the time of filing of Borrower's Form 10-K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements delivered pursuant of Borrower filed with such Form 10-K; and (y) at the time of filing of Borrower's Form 10-Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the financial statements of Borrower filed with such Form 10-Q. In addition, Borrower shall deliver to subsections Lender (i) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders; and (ii) above shall be accompanied by immediately upon receipt of notice thereof, a certificate signed by a Responsible Officer report of any material legal actions pending or threatened in writing against Borrower or the commencement of any action, proceeding or governmental investigation involving Borrower is commenced that is reasonably expected to result in damages or costs to Borrower of Two Hundred Fifty Thousand Dollars (each an “Officer’s Certificate”) in the form of Exhibit F.$250,000).

Financial Statements, Reports, Certificates. Such Borrower shall deliver to LenderFremont: (ia) as soon as preparedavailable, and no later than 30 but in any event within thirty (30) days after the end of each calendar quartermonth during each of such Borrower's fiscal years, a company prepared balance sheet, income statement sheet and cash flow profit and loss statement covering such Borrower’s 's operations for each of the three months during such period, provided for each calendar month ending after the calendar quarter ending on September 30, 2008, Borrower shall deliver to Lender ; and (b) as soon as preparedavailable, and no later than 30 but in any event within ninety (90) days after the end of each calendar monthof such Borrower's fiscal years, financial statements of such Borrower for each such fiscal year, audited by independent certified public accountants acceptable to Fremont. All such annual financial statements shall include a balance sheetsheet and profit and loss statement, income statement together with the accountants' letter to management. Such Borrower shall also deliver Borr▇▇▇▇'▇ ▇orm 10-Qs, 10-Ks or 8-Ks, and cash flow statement covering Borrower’s operations during any other filings made by such period; (ii) Borrower with the Securities and Exchange Commission, if any, as soon as preparedthe same become available, but no later than 90 days after and any other report reasonably requested by Fremont relating to the end of Collateral or the fiscal year, or such other timeframe formally approved by Borrower’s audit committee, audited financial statements prepared in accordance with GAAP, together with an opinion that such financial statements fairly present Borrower’s financial condition by an independent public accounting firm reasonably acceptable to Lender; (iii) immediately upon notice thereofof such Borrower, a report of any legal or administrative action pending or threatened in writing against Borrower which is likely to result in liability to Borrower in excess of $100,000 (provided that Borrower shall not be required to report notices of possibly relevant third party patentsincluding financial projections, or proposals or demands to license intellectual property); and (iv) such other financial information as Lender may reasonably request from time to time. Financial statements delivered pursuant to subsections (i) and (ii) above shall be accompanied by a certificate signed by the chief financial officer of such Borrower to the effect that all reports, statements or computer prepared information of any kind or nature delivered or caused to be delivered to Fremont under this Section 6.5 fairly present the financial condition of such Borrower and that there exists on the date of delivery of such certificate to Fremont no condition or event which constitutes an Event of Default. If such Borrower is a Responsible Officer (parent company of one or more subsidiaries or is a subsidiary of another company, then, in addition to the financial statements referred to above, such Borrower agrees to deliver financial statements prepared on a consolidating basis so as to present Borrower and each an “Officer’s Certificate”) in the form of Exhibit F.such related entity separately, and on a consolidated basis.

Financial Statements, Reports, Certificates. Borrower shall deliver to Lender: (ia) as soon as preparedavailable, and no later than 30 but in any event within thirty (30) days after the end of each calendar quartermonth, a Borrower prepared Consolidated balance sheet, Consolidated income statement and cash flow statement covering Borrower’s operations for each of the three months during such period, provided for each calendar month ending after the calendar quarter ending on September 30, 2008, Borrower shall deliver to Lender as soon as prepared, and no later than 30 days after the end of each calendar month, a balance sheet, income statement and Consolidated cash flow statement covering Borrower’s operations during such period, and aging of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, chief executive officer, treasurer, chief financial officer or other senior financial officer (each, a “Responsible Officer”); (iib) as soon as preparedavailable, but no later than 90 in any event (A) within two hundred seventy days (270) after the end of Borrower’s fiscal year ending on December 31, 2021, audited Consolidated financial statements of Borrower prepared in accordance with GAAP, and (B) within one hundred eighty (180) days after the end of the ▇▇▇▇▇▇▇▇’s fiscal yearyear ending December 31, or such other timeframe formally approved by Borrower’s audit committee2022 and for all fiscal years thereafter, audited Consolidated financial statements of ▇▇▇▇▇▇▇▇ prepared in accordance with GAAP, together with an unqualified opinion that (other than a qualification with respect to “going concern”) on such financial statements fairly present Borrower’s financial condition by an of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (iiic) immediately as soon as available, but in any event upon notice thereof, a report the later of any legal or administrative action pending or threatened in writing against Borrower which is likely to result in liability to Borrower in excess (A) thirty (30) days after the end of $100,000 (provided that Borrower shall not be required to report notices of possibly relevant third party patentsBorrower’s fiscal year, or proposals or demands to license intellectual property)(B) following approval of the Borrower’s Board of Directors, ▇▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year; and (ive) such other financial information as Lender may reasonably request from time to time. Financial statements delivered pursuant In addition, Borrower shall deliver to subsections Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to all of its security holders in their capacity as such and not in any other capacity and (B) promptly upon written receipt of notice thereof, a report of any material legal actions pending or threatened in writing against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to result in damages or costs to Borrower of Two Hundred Fifty Thousand Dollars ($250,000) or more. From and after such time as Borrower becomes a publicly reporting company, promptly as they are available and in any event: (i) at the time of filing of Borrower’s Form 10-K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10-K; and (ii) above at the time of filing of ▇▇▇▇▇▇▇▇’s Form 10-Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10-Q; provided, that in each case, such financial statements may be delivered electronically or on ▇▇▇▇▇▇▇▇’s website and, if so delivered, shall be accompanied by a certificate signed by a Responsible Officer (each an “Officer’s Certificate”) in deemed to have been delivered on the form date of Exhibit F.the filing.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LenderBank: (ia) as soon as preparedavailable, and no later than 30 days after the end of each calendar quarter, a balance sheet, income statement and cash flow statement covering Borrower’s operations for each of the three months during such period, provided for each calendar month ending after the calendar quarter ending on September but in any event within thirty (30, 2008, Borrower shall deliver to Lender as soon as prepared, and no later than 30 ) days after the end of each calendar month, a company prepared consolidated balance sheet, sheet and income statement and cash flow statement covering Borrower’s consolidated operations during such period; (ii) as soon as prepared, but no later than 90 days after the end of the fiscal year, or such other timeframe formally approved by Borrower’s audit committee, audited financial statements prepared in accordance with GAAP, together with an opinion that such financial statements fairly present Borrower’s financial condition by an independent public accounting firm reasonably consistently applied, in a form acceptable to LenderBank and certified by a Responsible Officer; (iiib) immediately copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and as soon as available, but in any event within five (5) days after the filing thereof, all reports filed with the Securities and Exchange Commission including without limitation on Forms 10-K and 10-Q; (c) promptly upon receipt of notice thereof, a report of any legal or administrative action actions pending or threatened in writing against Borrower which is likely to or any Subsidiary that could result in liability damages or costs to Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) or more; (d) as soon as available, but in excess any event no later than sixty (60) days after the beginning of $100,000 (provided that Borrower shall not be required Borrower’s fiscal year, an operating budget in form reasonably acceptable to report notices Bank and approved by Borrower’s board of possibly relevant third party patents, or proposals or demands to license intellectual property)directors; and (ive) such budgets, sales projections, operating plans or other financial information as Lender Bank may reasonably request from time to time. Financial statements delivered pursuant Agility shall have the right to subsections (i) review and (ii) above copy Borrower’s books and records and audit and inspect the Collateral, from time to time, upon reasonable notice to Borrower. Agility or its officers, employees, or agents shall be accompanied by have a certificate signed by a Responsible Officer (each an “Officerright to visit Borrower’s Certificate”) in the form of Exhibit F.premises and interview Borrower’s officers at Borrower’s expense.

Financial Statements, Reports, Certificates. Borrower shall deliver to Lender: (ia) as soon as preparedavailable, and no later than 30 but in any event within thirty (30) days after the end of each calendar quartermonth, a company prepared balance sheet, income statement and cash flow statement covering Borrower’s 's operations for each of the three months during such period, provided for each calendar month ending after the calendar quarter ending on September 30certified by Borrower's president, 2008treasurer or chief financial officer (each, Borrower shall deliver to Lender a "Responsible Officer"); (b) as soon as preparedavailable, and no later than 30 but in any event within one hundred twenty (120) days after the end of each calendar month, a balance sheet, income statement and cash flow statement covering Borrower’s operations during such period; (ii) as soon as prepared, but no later than 90 days after the end of the 's fiscal year, or such other timeframe formally approved by Borrower’s audit committee, audited financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion that on such financial statements fairly present Borrower’s financial condition by an of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (iiic) immediately upon notice thereofas soon as available, a report but in any event within ninety (90) days after the end of any legal Borrower's fiscal year or administrative action pending or threatened in writing against Borrower which is likely to result in liability to Borrower in excess the date of $100,000 (provided that Borrower shall not be required to report notices Borrower's board of possibly relevant third party patentsdirectors' adoption, or proposals or demands to license intellectual property)Borrower's operating budget and plan for the next fiscal year; and (ivd) such other financial information as Lender may reasonably request from time to time. Financial From and after such time as Borrower becomes a publicly reporting company, promptly as they are available and in any event: (x) at the time of filing of Borrower's Form 10-K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements delivered pursuant of Borrower filed with such Form 10-K; and (y) at the time of filing of Borrower's Form 10-Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the financial statements of Borrower filed with such Form 10-Q. In addition, Borrower shall deliver to subsections Lender (i) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders; (ii) above shall be accompanied by promptly upon receipt of notice thereof, a certificate signed by a Responsible Officer report of any material legal actions pending or threatened against Borrower or the commencement of any action, proceeding or governmental investigation involving Borrower that is reasonably expected to result in damages or costs to Borrower of Two Hundred Thousand Dollars (each an “Officer’s Certificate”$200,000) in the form of Exhibit F.or more; and (iii) such other financial information as Lender may reasonably request from time to time.

Financial Statements, Reports, Certificates. Each Co-Borrower shall deliver to each Lender: (ia) as soon as preparedavailable, and no later than 30 but in any event within sixty (60) days after the end of each calendar quarterof the first three quarters for each year, a Co-Borrower prepared Consolidated balance sheet, Consolidated income statement and Consolidated cash flow statement covering each Co-Borrower’s operations for each of the three months during such period, provided for each calendar month ending after the calendar quarter ending on September 30all certified by such Co-Borrower’s president, 2008treasurer or chief financial officer (each, Borrower shall deliver to Lender a “Responsible Officer”); (b) as soon as preparedavailable, and no later than 30 but in any event within one hundred eighty (180) days after the end of each calendar month, a balance sheet, income statement and cash flow statement covering Co-Borrower’s operations during such period; (ii) as soon as prepared, but no later than 90 days after the end of the fiscal year, or such other timeframe formally approved by Borrower’s audit committee, audited Consolidated financial statements of each Co-Borrower prepared in accordance with GAAP, together with an unqualified opinion that on such financial statements fairly present Borrower’s financial condition by an of a nationally recognized or other independent public accounting firm reasonably acceptable to LenderLenders; (iiic) immediately upon notice thereofas soon as available, a report but in any event within sixty (60) days after the end of any legal or administrative action pending or threatened in writing against Borrower which is likely to result in liability to Borrower in excess of $100,000 (provided that Borrower shall not be required to report notices of possibly relevant third party patentseach Co-Borrower’s fiscal year, or proposals or demands to license intellectual property)each Co-Borrower’s board-approved operating budget and plan for the next fiscal year; and (ivd) such other financial information as any Lender may reasonably request from time to time. Financial statements In addition, each Co-Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by such Co-Borrower to its security holders and (B) immediately upon receipt of notice thereof, a report of any material legal actions pending or threatened against such Co-Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving such Co-Borrower or any Subsidiary is commenced that is reasonably expected to result in damages or costs to any Co-Borrower or Co-Borrowers in the aggregate of Fifty Thousand Dollars ($50,000) or more. Notwithstanding the foregoing, documents required to be delivered pursuant to subsections the terms hereof (ito the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and (ii) above if so delivered, shall be accompanied by deemed to have been delivered on the date on which a certificate signed by Co-Borrower posts such documents, or provides a Responsible Officer (each an “Officerlink thereto, on a Co-Borrower’s Certificate”) in website on the form of Exhibit F.internet at such Co-Borrower’s website address.

Financial Statements, Reports, Certificates. Borrower shall (a) will deliver to Lender: (i) as soon as preparedAdministrative Agent each of the financial statements, reports, and other items set forth on Schedule 5.1 no later than 30 the times specified therein, (b) will deliver on the date that is seven days after the end Closing Date, and every successive week thereafter, a proposed updated cash flow forecast for the thirteen-week period following the date of delivery, which shall be in substantially the same form and detail as the Budget, which shall be the proposed, updated Budget; provided that the proposed updated budget shall only become the “Budget” as defined herein and under the Financing Order upon the written consent of Administrative Agent (which Agent will only provide after receiving the consent of each calendar quarterLender, pursuant to Section 14.1(j) of this Agreement); (c) will deliver weekly, on the Wednesday of every week, a balance sheetvariance report setting forth actual cash receipts and disbursements of Borrower and Loan Parties for the prior week ended Friday and setting forth all the variances, income statement on a line-item and cash flow statement covering aggregate basis, from the amount set forth for such week as compared to the Budget on a weekly and cumulative basis, all in form and substance reasonably acceptable to the Required Lenders, (d) agrees that no Subsidiary of a Loan Party will have a fiscal year different from that of Borrower’s operations for each , (e) agrees to maintain a system of the three months during such period, provided for each calendar month ending after the calendar quarter ending on September 30, 2008, accounting that enables Borrower shall deliver to Lender as soon as prepared, and no later than 30 days after the end of each calendar month, a balance sheet, income statement and cash flow statement covering Borrower’s operations during such period; (ii) as soon as prepared, but no later than 90 days after the end of the fiscal year, or such other timeframe formally approved by Borrower’s audit committee, audited produce financial statements prepared in accordance with GAAP, together with an opinion that such financial statements fairly present Borrower’s financial condition by an independent public accounting firm reasonably acceptable to Lender; (iii) immediately upon notice thereof, a report of any legal or administrative action pending or threatened in writing against Borrower which is likely to result in liability to Borrower in excess of $100,000 (provided that Borrower shall not be required to report notices of possibly relevant third party patents, or proposals or demands to license intellectual property); and (ivf) such agrees that it will, and will cause each other financial information as Lender may reasonably request from time to time. Financial statements delivered pursuant to subsections Loan Party to, (i) keep a reporting system that shows all additions, sales, claims, returns, and allowances with respect to its and its Subsidiaries’ sales, and (ii) above maintain its billing systems and practices substantially as in effect as of the Closing Date and shall be accompanied by a certificate signed by a Responsible Officer (each an “Officer’s Certificate”) in only make material modifications thereto with notice to, and with the form of Exhibit F.consent of, the Required Lenders.

Financial Statements, Reports, Certificates. Borrower shall deliver to each Lender: (ia) as soon as preparedavailable, and no later than 30 but in any event within thirty (30) days after the end of each calendar quartermonth, a company prepared balance sheet, income statement and cash flow statement covering Borrower’s 's operations for each of the three months during such period, provided for each calendar month ending after the calendar quarter ending on September 30certified by Borrower's president, 2008treasurer or chief financial officer (each, Borrower shall deliver to Lender a "Responsible Officer"); (b) as soon as preparedavailable, and no later than 30 but in any event within ninety (90) days after the end of each calendar month, a balance sheet, income statement and cash flow statement covering Borrower’s operations during such period; (ii) as soon as prepared, but no later than 90 days after the end of the 's fiscal year, or such other timeframe formally approved by Borrower’s audit committee, audited financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion that on such financial statements fairly present Borrower’s financial condition by an of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (iii) immediately upon notice thereof, a report of any legal or administrative action pending or threatened in writing against Borrower which is likely to result in liability to Borrower in excess of $100,000 (provided that Borrower shall not be required to report notices of possibly relevant third party patents, or proposals or demands to license intellectual property)Lenders; and (ivc) as soon as available, but in any event within ninety (90) days after the end of Borrower's fiscal year or the date of Borrower's board of directors' adoption, Borrower's operating budget and plan for the next fiscal year; and (d) such other financial information as Lender Lenders may reasonably request from time to time. Financial From and after such time as Borrower becomes a publicly reporting company, promptly as they are available and in any event: (x) at the time of filing of Borrower's Form 10-K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements delivered pursuant of Borrower filed with such Form 10-K; and (y) at the time of filing of Borrower's Form 10-Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the financial statements of Borrower filed with such Form 10-Q. In addition, Borrower shall deliver to subsections each Lender (i) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to all of its security holders; (ii) above shall be accompanied by promptly upon receipt of notice thereof, a certificate signed by a Responsible Officer report of any material legal actions pending or threatened against Borrower or the commencement of any action, proceeding or governmental investigation involving Borrower that is reasonably expected to result in an award of damages or costs to Borrower of One Hundred Thousand Dollars (each an “Officer’s Certificate”$100,000) in the form of Exhibit F.or more; and (iii) such other financial information as Lenders may reasonably request from time to time.

Financial Statements, Reports, Certificates. Borrower shall deliver to Lender: (i) as soon as prepared, and no later than 30 days after the end of each calendar quarter, a balance sheet, income statement and cash flow statement covering Borrower’s operations for each of the three months during such period, provided for each calendar month ending after the calendar quarter ending on September 30, 2008, Borrower shall deliver to Lender as soon as prepared, and no later than 30 days after the end of each calendar month, a balance sheet, income statement and cash flow statement covering Borrower’s operations during such period; (ii) as soon as prepared, but no later than 90 days after the end of the fiscal year, or such other timeframe formally approved by Borrower’s audit committee, audited financial statements prepared in accordance with GAAP, together with an opinion that such financial statements fairly present Borrower’s financial condition by an independent public accounting firm reasonably acceptable to Lender; (iii) immediately upon notice thereof, a report of any legal or administrative action pending or threatened in writing against Borrower which is likely to result in liability to Borrower in excess of $100,000 (provided that Borrower shall not be required to report notices of possibly relevant third party patents, or proposals or demands to license intellectual property); and (iv) such other financial information as Lender may reasonably request from time to time. Financial statements delivered pursuant to subsections (i) and (ii) above shall be accompanied by a certificate signed by a Responsible Officer (each an “Officer’s Certificate”) in the form of Exhibit F.F. IV. Section 3 — Conditions of Advances; Procedure for requesting Advances; the following new Sections 3.2 and 3.3 shall be added: 3.2

Financial Statements, Reports, Certificates. Borrower shall deliver to LenderFremont: (ia) as soon as preparedavailable, and no later than 30 but in any event within thirty (30) days after the end of each calendar quartermonth during each of Borrower's fiscal years, a company prepared balance sheet, income statement sheet and cash flow profit and loss statement covering Borrower’s 's operations for each of the three months during such period, provided for each calendar month ending after the calendar quarter ending on September 30, 2008, Borrower shall deliver to Lender ; and (b) as soon as preparedavailable, and no later than 30 but in any event within ninety (90) days after the end of each calendar monthof Borrower's fiscal years, financial statements of Borrower for each such fiscal year, certified by independent certified public accountants acceptable to Fremont. All such annual financial statements shall include a balance sheetsheet and profit and loss statement, income statement together with the accountants' letter to management. Borrower shall also deliver Borrower's Form l0-Qs, 10-Ks or 8-Ks, and cash flow statement covering Borrower’s operations during such period; (ii) any other filings made by Borrower with the Securities and Exchange Commission, if any, as soon as preparedthe same become available, but no later than 90 days after and any other report reasonably requested by Fremont relating to the end of Collateral or the fiscal year, or such other timeframe formally approved by Borrower’s audit committee, audited financial statements prepared in accordance with GAAP, together with an opinion that such financial statements fairly present Borrower’s financial condition by an independent public accounting firm reasonably acceptable to Lender; (iii) immediately upon notice thereofof Borrower, a report of any legal or administrative action pending or threatened in writing against Borrower which is likely to result in liability to Borrower in excess of $100,000 (provided that Borrower shall not be required to report notices of possibly relevant third party patentsincluding financial projections, or proposals or demands to license intellectual property); and (iv) such other financial information as Lender may reasonably request from time to time. Financial statements delivered pursuant to subsections (i) and (ii) above shall be accompanied by a certificate signed by the chief financial officer of Borrower to the effect that all reports, statements or computer prepared information of any kind or nature delivered or caused to be delivered to Fremont under this SECTION 6.5 fairly present the financial condition of Borrower and that there exists on the date of delivery of such certificate to Fremont no condition or event which constitutes an Event of Default. If Borrower is a Responsible Officer (parent company of one or more subsidiaries 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 so as to present Borrower and each an “Officer’s Certificate”) in the form of Exhibit F.such related entity separately, and on a consolidated basis.

Financial Statements, Reports, Certificates. Borrower shall deliver (a) Deliver to Agent and each Lender: (i) as soon as prepared, each of the financial statements, reports, certificates and other items set forth on Schedule 6.1 no later than 30 days after the end times specified therein, (b) agree that no Loan Party nor any of each calendar quarterits Subsidiaries (excluding Excluded Subsidiaries and Acquired Loan Parties) will have a fiscal year different from that of Borrower, (c) agree to maintain a balance sheet, income statement and cash flow statement covering Borrower’s operations for each system of accounting that enables the three months during such period, provided for each calendar month ending after the calendar quarter ending on September 30, 2008, Borrower shall deliver Loan Parties to Lender as soon as prepared, and no later than 30 days after the end of each calendar month, a balance sheet, income statement and cash flow statement covering Borrower’s operations during such period; (ii) as soon as prepared, but no later than 90 days after the end of the fiscal year, or such other timeframe formally approved by Borrower’s audit committee, audited produce financial statements prepared in accordance with GAAP, together with an opinion that such financial statements fairly present Borrower’s financial condition by an independent public accounting firm reasonably acceptable to Lender; (iii) immediately upon notice thereof, a report of any legal or administrative action pending or threatened in writing against Borrower which is likely to result in liability to Borrower in excess of $100,000 (provided that Borrower shall not be required to report notices of possibly relevant third party patents, or proposals or demands to license intellectual property); and (ivd) such other financial information as Lender may reasonably request from time agree to time. Financial statements delivered pursuant to subsections (i) in connection with the delivery of annual audited financial statements (as set forth on Schedule 6.1), use commercially reasonable efforts to provide Agent with progress reports regarding Borrower’s audited year-end financial statements upon Agent’s written request, and (ii) above permit Agent, the Lenders and their duly authorized representatives or agents to discuss such audited financials with the Auditor during regular business hours and with reasonable prior notice, provided that an employee or a duly authorized representative or agent of the applicable Loan Party be permitted to attend such discussion, provided further, such discussions with any Lender and Auditor shall be accompanied no more than one time per year unless an Event of Default has occurred or is continuing. Notwithstanding anything in this Section 6.1 to the contrary, a Lender may specify in writing to Borrower that it does not wish to receive material non-public information with respect to Borrower, its Subsidiaries or their respective securities (the “Public Side Lenders”), and Borrower will identify those portions of the items required to be delivered pursuant to this Section 6.1 to Public Side Lenders and will clearly and conspicuously mark such materials “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof. By marking such items required to be delivered pursuant to this Section 6.1 as “PUBLIC,” Borrower shall be deemed to have represented to the Public Side Lender(s) that the applicable financial statement, report, certificate or other item does not contain any material nonpublic information about Borrower, its Subsidiaries or their respective securities. Financial reporting information that Borrower deems to contain material non-public information shall be made available to Lenders who elect, pursuant to a written notice to Borrower, to be “private side” Lenders through a data room conspicuously marked as “PRIVATE.” In the event a Lender does not elect to be a Public Side Lender or a “private side” Lender pursuant to a written notice to Borrower, such Lender shall be treated as a Public Side Lender by Borrower until such time, if ever, that Borrower shall have received a certificate signed by written notice from the applicable Lender that such Lender desires to be considered a Responsible Officer (each an “Officer’s Certificate”) in the form of Exhibit F.private side” Lender.

Financial Statements, Reports, Certificates. Borrower shall deliver to LenderBank: (ia) as soon as preparedavailable, and no later than 30 but in any event within fifty (50) days after the end of each calendar quarterof Borrower's fiscal quarters, a copy of the report filed by Borrower on Form 10-Q with the Securities and Exchange Commission; (b) as soon as available, but in any event within one hundred twenty (120) days after the end of Borrower's fiscal year, a copy of the report filed by Borrower on Form 10-K with the Securities and Exchange Commission, together with audited financial statements of Borrower prepared in accordance with GAAP, consistently applied, and an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank (each of the "Big 4" accounting firms is acceptable), which financial statements shall reflect no material adverse changes from the financial statements prepared by Borrower and delivered to Bank; (c) as soon as available, but in any event within five (5) days after filing, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and any other reports filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) as soon as available, but in any case within ninety (90) days after the first day of each fiscal year, Borrower's business plan, including operating budget, for such year. Borrower shall deliver to Bank with the quarterly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto. Within twenty-five (25) days of the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of Borrower's accounts payable and accounts receivable, in each case in form and substance reasonably satisfactory to Bank and certified by a Responsible Officer. Bank agrees to adjust Borrowing Base within ten (10) days of receipt of Borrowing Base Certificate and further agrees to advise Borrower of any changes to the Certificate submitted by Borrower. Borrower shall deliver to Bank as soon as available, but in any event within thirty (30) days after the end of each month, a company prepared balance sheet, income statement and cash flow statement covering Borrower’s 's consolidated domestic operations for each of the three months during such period, provided for each calendar month ending after the calendar quarter ending on September 30, 2008, Borrower shall deliver to Lender as soon as prepared, in a form and no later than 30 days after the end of each calendar month, a balance sheet, income statement and cash flow statement covering Borrower’s operations during such period; (ii) as soon as prepared, but no later than 90 days after the end of the fiscal year, or such other timeframe formally approved by Borrower’s audit committee, audited financial statements prepared in accordance with GAAP, together with an opinion that such financial statements fairly present Borrower’s financial condition certified by an independent public accounting firm Officer of Borrower reasonably acceptable to Lender; (iii) immediately upon notice thereof, a report of any legal or administrative action pending or threatened in writing against Borrower which is likely to result in liability to Borrower in excess of $100,000 (provided that Borrower shall not be required to report notices of possibly relevant third party patents, or proposals or demands to license intellectual property); and (iv) such other financial information as Lender may reasonably request from time to time. Financial statements delivered pursuant to subsections (i) and (ii) above shall be accompanied by a certificate signed by a Responsible Officer (each an “Officer’s Certificate”) in the form of Exhibit F.Bank.

Financial Statements, Reports, Certificates. Borrower shall deliver to Lender: (i) each Lender as soon as preparedavailable, and no later than 30 but in any event within thirty (30) days after the end of each calendar quartermonth (a) The following financial statements: (i) for D-Wave Systems Inc., on a consolidated basis, a balance sheet, income statement, and statement of cash flows as at, and cash flow statement covering Borrower’s operations for the month and portion of the fiscal year then ended; (ii) for each of D-Wave Commercial Inc. and D-Wave Government Inc. (wholly-owned Subsidiaries of D-Wave (US) Inc., their holding company), unconsolidated versions of the three months during such periodfinancial statements described in clause (i) (as at and for the periods described in clause (i)); and (iii) trial balances for the other Borrowers and Subsidiaries in form and substance to be agreed by Lender and Borrower, provided each acting reasonably, all certified by Borrower’s president, treasurer or chief financial officer (each, a “Responsible Officer”); (b) Borrower’s board-approved operating budget and plan for each calendar month ending after Borrower’s fiscal year 2022 shall delivered to Lenders on or prior to the calendar quarter ending on September 30, 2008, Borrower shall deliver to Lender as soon as prepared, and no later than 30 date that is ninety (90) days after the end of each calendar month, a balance sheet, income statement and cash flow statement covering Borrower’s operations during such period; (ii) as soon as prepared, but no later than 90 days after the end of the 2021 fiscal year, or such other timeframe formally approved by Borrower’s audit committee, audited financial statements prepared in accordance with GAAP, together with an opinion that such financial statements fairly present Borrower’s financial condition by an independent public accounting firm reasonably acceptable to Lender; and (iii) immediately upon notice thereof, a report of any legal or administrative action pending or threatened in writing against Borrower which is likely to result in liability to Borrower in excess of $100,000 (provided that Borrower shall not be required to report notices of possibly relevant third party patents, or proposals or demands to license intellectual property); and (ivc) such other financial information as any Lender may reasonably request from time to time. Financial statements delivered pursuant In addition, Borrower shall deliver to subsections each Lender (iA) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and (iiB) above shall be accompanied by immediately upon receipt of notice thereof, a certificate signed by report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to result in either damages or costs to Borrower of Fifty Thousand Dollars ($50,000) or more or a Responsible Officer (each an “Officer’s Certificate”) in the form of Exhibit F.Material Adverse Effect.

Financial Statements, Reports, Certificates. Borrower shall deliver to Lender: Bank: (ia) as soon as preparedavailable, and no later than 30 days after the end of each calendar quarter, a balance sheet, income statement and cash flow statement covering Borrower’s operations for each of the three months during such period, provided for each calendar month ending after the calendar quarter ending on September 30, 2008, Borrower shall deliver to Lender as soon as prepared, and no later than but in any event within 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, sheet and income statement and cash flow statement covering Borrower’s operations during such period; , in a form reasonably acceptable to Bank and certified by a Responsible Officer; (iib) as soon as preparedavailable, but no later than 90 in any event within 120 days after the end of the Borrower’s fiscal year, or such other timeframe formally approved by Borrower’s audit committee, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion that which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements fairly present Borrower’s financial condition by of an independent certified public accounting firm reasonably acceptable to Lender; Bank; (iiic) immediately if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt, if any, and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission (the “SEC”) (the filing of such documents on the SEC’s ▇▇▇▇▇ system shall be deemed delivery by Borrower of such information to Bank); (d) promptly upon receipt of notice thereof, a report of any legal or administrative action actions pending or or, to Borrower’s knowledge, threatened in writing against Borrower which is likely to or any Subsidiary that could result in liability damages or costs to Borrower in excess or any Subsidiary of $100,000 150,000.00 or more; (provided e) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (f) as soon as available, but in any event not later than 60 days after the commencement of each fiscal year, Borrower’s board of directors-approved financial and business projections and budget, sales projections, and operating plans for that year; (g) within 30 days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower shall not be required to report notices has made or filed in respect of possibly relevant third party patentsany Patents, Copyrights or proposals Trademarks and the status of any outstanding applications or demands to license intellectual property); and registrations, as well as any material change in Borrower’s Intellectual Property; (ivh) such other financial information as Lender may reasonably request from time to time. Financial statements delivered pursuant to subsections (i) and (ii) above shall be accompanied by within 30 days after the last day of each month, a certificate Borrowing Base Certificate signed by a Responsible Officer (each an “Officer’s Certificate”) in substantially the form of Exhibit F.D, together with aged listings by invoice date of accounts receivable and accounts payable; provided, however, during any Weekly Reporting Period, Borrower shall submit Borrowing Base Certificates as of the last Business Day of each week within 2 Business Days thereafter; (i) within 30 days after the last day of each month, with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit E. (j) immediately upon becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and Inventory and appraise Collateral at Borrower’s expense, provided that, unless an Event of Default has occurred and is continuing, (i) audits of Accounts will be conducted no more often than every six (6) months and (ii) audits of Inventory will be conducted no more often than every twelve (12) months. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Without duplication of any such deliverables provided to Lender under the Secured Loan Agreement, Borrower shall deliver to Lender: (ia) as soon as prepared, at the time of filing of Borrower’s Form 10-K with the U.S. Securities and no later than 30 days Exchange Commission after the end of each calendar quarterfiscal year of Borrower, a balance sheet, income statement the financial statements of Borrower filed with such Form 10-K; and cash flow statement covering (ii) at the time of filing of Borrower’s operations for each of Form 10-Q with the three months during such period, provided for each calendar month ending after the calendar quarter ending on September 30, 2008, Borrower shall deliver to Lender as soon as prepared, U.S. Securities and no later than 30 days Exchange Commission after the end of each calendar monthof the first three fiscal quarters of Borrower, a balance sheet, income statement the Consolidated financial statements of Borrower filed with such Form 10-Q; and cash flow statement covering Borrower’s operations during such period; (iic) as soon as preparedavailable, but no later than 90 in any event within forty-five (45) days after the earlier of (i) the end of Borrower’s fiscal year or (ii) the date of Borrower’s board of directors’ adoption, Borrower’s operating budget and plan for the next fiscal year, or such other timeframe formally approved by Borrower’s audit committee, audited financial statements prepared in accordance with GAAP, together with an opinion that such financial statements fairly present Borrower’s financial condition by an independent public accounting firm reasonably acceptable to Lender; (iii) immediately upon notice thereof, a report of any legal or administrative action pending or threatened in writing against Borrower which is likely to result in liability to Borrower in excess of $100,000 (provided that Borrower shall not be required to report notices of possibly relevant third party patents, or proposals or demands to license intellectual property); and (ivd) such other financial information as Lender may reasonably request from time to time. Financial statements delivered pursuant In addition, without duplication of any such deliverables provided to subsections Lender under the Secured Loan Agreement, Borrower shall deliver to Lender (iA) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and (iiB) above shall be accompanied by immediately upon receipt of notice thereof, a certificate signed by a Responsible Officer report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to result in damages or costs to Borrower of One Hundred Thousand Dollars (each an “Officer’s Certificate”$100,000) in the form of Exhibit F.or more.

Financial Statements, Reports, Certificates. Borrower shall deliver to Lender: (ia) as soon as preparedavailable, and no later than 30 but in any event within thirty (30) days after the end of each calendar quartermonth, a company prepared balance sheet, income statement and cash flow statement covering Borrower’s operations for each of the three months during such period, provided for each calendar month ending after the calendar quarter ending on September 30, 2008, Borrower shall deliver to Lender as soon as prepared, and no later than 30 days after the end of each calendar month, a balance sheet, income statement and cash flow statement covering Borrower’s 's operations during such period; (iib) as soon as preparedavailable, but no later than 90 in any event within one-hundred twenty (120) days after the end of the Borrower's fiscal year, or such other timeframe formally approved by Borrower’s audit committee, audited financial statements of Borrower prepared in accordance with GAAP, together with an opinion that on such financial statements fairly present Borrower’s financial condition by an of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (iii) immediately upon notice thereof, a report of any legal or administrative action pending or threatened in writing against Borrower which is likely to result in liability to Borrower in excess of $100,000 (provided that Borrower shall not be required to report notices of possibly relevant third party patents, or proposals or demands to license intellectual property); and (ivc) such other financial information as Lender may reasonably request from time to time. Financial From and after such time as Borrower becomes a publicly reporting company, promptly as they are available and in any event: (x) at the time of filing of Borrower's Form 10-K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements delivered pursuant of Borrower filed with such Form 10-K; and (y) at the time of filing of Borrower's Form 10-Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the financial statements of Borrower filed with such Form 10-Q. In addition, Borrower shall deliver to subsections Lender (i) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders; (ii) above shall be accompanied by immediately upon receipt of notice thereof, a certificate signed by a Responsible Officer report of any material legal actions pending or threatened against Borrower; and (each an “Officer’s Certificate”iii) in the form of Exhibit F.such other financial information as Lender may reasonably request from time to time.

Financial Statements, Reports, Certificates. Borrower shall deliver to Lender: (i) as soon as prepared, and no later than 30 days after the end of each calendar quarter, a balance sheet, income statement and cash flow statement covering Borrower’s operations for each of the three months during such period, provided for each calendar month ending after the calendar quarter ending on September 30, 2008, Borrower shall deliver to Lender as soon as preparedavailable, and no later than 30 but in any event within fifty (50) days after the end of each calendar month, a company prepared balance sheet, income statement and cash flow statement covering Borrower’s operations during such period, certified by Borrower’s president, treasurer or chief financial officer (each, a “Responsible Officer”); and (iib) as soon as preparedavailable, but no later than 90 in any event within one hundred thirty-five (135) days after the end of the Borrower’s fiscal year, or such other timeframe formally approved by Borrower’s audit committee, audited financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion that on such financial statements fairly present Borrower’s financial condition by an of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (iii) immediately upon notice thereof, a report of any legal or administrative action pending or threatened in writing against Borrower which is likely to result in liability to Borrower in excess of $100,000 (provided that Borrower initially shall not be required to report notices of possibly relevant third party patentsHJ Associates & Consultants, or proposals or demands to license intellectual property)LLP; and (ivc) such other financial information as Lender may reasonably request from time to time. Financial Promptly as they are available and in any event: (x) at the time of filing of Borrower’s Form 10-K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements delivered pursuant of Borrower filed with such Form 10-K; and (y) at the time of filing of Borrower’s Form 10-Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the financial statements of Borrower filed with such Form 10-Q. In addition, Borrower shall deliver to subsections Lender (i) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders; and (ii) above shall be accompanied by immediately upon receipt of notice thereof, a certificate signed by a Responsible Officer report of any material legal actions pending or threatened against Borrower or the commencement of any action, proceeding or governmental investigation involving Borrower is commenced that is reasonably expected to result in damages or costs to Borrower of Two Hundred Fifty Thousand Dollars (each an “Officer’s Certificate”) in the form of Exhibit F.$250,000).

Financial Statements, Reports, Certificates. Borrower shall deliver to Lender: (ia) as soon as preparedavailable, and no later than 30 but in any event within thirty (30) days after the end of each calendar quarterof Borrower's fiscal quarters during each of Borrower's fiscal years, a company prepared balance sheet, income statement sheet and cash flow profit and loss statement covering Borrower’s 's operations for each of the three months during such period, provided for each calendar month ending after the calendar quarter ending on September 30, 2008, Borrower shall deliver to Lender ; and (b) as soon as preparedavailable, and no later than 30 but in any event within ninety (90) days after the end of each calendar monthof Borrower's fiscal years, financial statements of Borrower for each such fiscal year, audited by independent certified public accountants acceptable to Lender. Notwithstanding the foregoing, Lender reserves the right to require Borrower to provide Lender with company prepared financial statements on a monthly (rather than quarterly) basis. All such annual financial statements shall include a balance sheetsheet and profit and loss statement, income statement together with the accountants' letter to management. Borrower shall also deliver Borrower's Form 10-Qs, 10-Ks or 8-Ks, and cash flow statement covering Borrower’s operations during such period; (ii) any other filings made by Borrower with the Securities and Exchange Commission, if any, as soon as preparedthe same become available, but no later than 90 days after and any other report reasonably requested by Lender relating to the end of Collateral or the fiscal year, or such other timeframe formally approved by Borrower’s audit committee, audited financial statements prepared in accordance with GAAP, together with an opinion that such financial statements fairly present Borrower’s financial condition by an independent public accounting firm reasonably acceptable to Lender; (iii) immediately upon notice thereofof Borrower, a report of any legal or administrative action pending or threatened in writing against Borrower which is likely to result in liability to Borrower in excess of $100,000 (provided that Borrower shall not be required to report notices of possibly relevant third party patentsincluding financial projections, or proposals or demands to license intellectual property); and (iv) such other financial information as Lender may reasonably request from time to time. Financial statements delivered pursuant to subsections (i) and (ii) above shall be accompanied by a certificate signed by a Responsible Officer (each the chief financial officer or chief executive officer of Borrower to the effect that all reports, statements or computer prepared information of any kind or nature delivered or caused to be delivered to Lender under this Section 6.5 fairly present the financial condition of Borrower and that there exists on the date of delivery of such certificate to Lender no condition or event which constitutes an “Officer’s Certificate”) in the form Event of Exhibit F.Default.

Financial Statements, Reports, Certificates. Borrower shall deliver to each Lender: (ia) as soon as prepared, and no later than 30 within thirty (30) days after the end of each calendar quarter, a balance sheet, income statement and cash flow statement covering Borrower’s operations for each of the three months during such period, provided for each calendar month ending after the calendar quarter ending on September 30, 2008, Borrower shall deliver to Lender as soon as prepared, and no later than 30 days after the end of each calendar month, a company prepared balance sheet, income statement and cash flow statement covering Borrower’s operations during such period, certified by Borrower’s president, treasurer or chief financial officer (each, a “Responsible Officer”); (iib) as soon as prepared, but no later than 90 within two hundred forty (240) days after the end of the fiscal year, or such other timeframe formally approved by Borrower’s audit committeefiscal year (or for fiscal year 2005, by September 30, 2006), audited financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion that on such financial statements fairly present Borrower’s financial condition by an of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (iii) immediately upon notice thereof, a report of any legal or administrative action pending or threatened in writing against Borrower which is likely to result in liability to Borrower in excess of $100,000 (provided that Borrower shall not be required to report notices of possibly relevant third party patents, or proposals or demands to license intellectual property)Lenders; and (ivc) within thirty (30) days after the end of Borrower’s fiscal year or the date of Borrower’s board of directors’ adoption, Borrower’s operating budget and plan for the next fiscal year; and (d) such other financial information as Lender Lenders may reasonably request from time to time. Financial statements delivered pursuant Borrower shall deliver to subsections Lenders (i) promptly upon becoming available, copies of all material statements, reports and notices sent or made available generally by Borrower to its security holders; (ii) above shall be accompanied by promptly upon receipt of notice thereof, a certificate signed by a Responsible Officer report of any material legal actions pending or threatened against Borrower or the commencement of any action, proceeding or governmental investigation involving the Borrower is commenced that is reasonably expected to result in damages or costs to Borrower of One Hundred Fifty Thousand Dollars (each an “Officer’s Certificate”$150,000) in the form of Exhibit F.or more; and (iii) such other financial information as Lenders may reasonably request from time to time.

Financial Statements, Reports, Certificates. Borrower shall deliver to Lender: (ia) as soon as preparedavailable, and no later than 30 but in any event within forty five (45) days after the end of each calendar quarterfiscal quarter of Borrower, a Borrower prepared Consolidated balance sheet, Consolidated income statement and cash flow statement covering Borrower’s operations for each of the three months during such period, provided for each calendar month ending after the calendar quarter ending on September 30, 2008, Borrower shall deliver to Lender as soon as prepared, and no later than 30 days after the end of each calendar month, a balance sheet, income statement and Consolidated cash flow statement covering Borrower’s operations during such period, and aging of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer or chief financial officer (each, a “Responsible Officer”); (iib) as soon as preparedavailable, but no later than 90 in any event within one hundred eighty (180) days after the end of the Borrower’s fiscal year, or such other timeframe formally approved by Borrower’s audit committee, audited Consolidated financial statements of Borrower prepared in accordance with GAAPIFRS, together with an unqualified opinion that on such financial statements fairly present Borrower’s financial condition by an of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (iiic) immediately upon notice thereofas soon as available, a report but in any event within thirty (30) days after the end of any legal or administrative action pending or threatened in writing against Borrower which is likely to result in liability to Borrower in excess of $100,000 (provided that Borrower shall not be required to report notices of possibly relevant third party patentsBorrower’s fiscal year, or proposals or demands to license intellectual property)Borrower’s board-approved operating budget and plan for the next fiscal year; and (ivd) such other financial information as Lender may reasonably request from time to time. Financial statements delivered pursuant In addition, Borrower shall deliver to subsections Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and (B) immediately upon receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to result in damages or costs to Borrower of Fifty Thousand Dollars ($50,000) or more. From and after such time as Borrower becomes a publicly reporting company, promptly as they are available and in any event: (i) at the time of filing of Borrower’s Form 10-K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10-K; and (ii) above shall be accompanied by a certificate signed by a Responsible Officer (at the time of filing of Borrower’s Form 10-Q with the Securities and Exchange Commission after the end of each an “Officer’s Certificate”) in of the form first three fiscal quarters of Exhibit F.Borrower, the Consolidated financial statements of Borrower filed with such Form 10-Q.

Financial Statements, Reports, Certificates. Borrower Acuity shall deliver to Lender: (ia) as soon as preparedavailable, and no later than 30 but in any event within thirty (30) days after the end of each calendar quartermonth, a company prepared balance sheet, income statement and cash flow statement covering BorrowerAcuity’s operations for each of the three months during such period, provided for each calendar month ending after the calendar quarter ending on September 30certified by Acuity’s president, 2008treasurer or chief financial officer (each, Borrower shall deliver to Lender a “Responsible Officer”); (b) as soon as preparedavailable, and no later than 30 but in any event within one hundred twenty (120) days after the end of each calendar month, a balance sheet, income statement and cash flow statement covering BorrowerAcuity’s operations during such period; (ii) as soon as prepared, but no later than 90 days after the end of the fiscal year, or such other timeframe formally approved by Borrower’s audit committee, audited financial statements of Acuity prepared in accordance with GAAP, together with an unqualified opinion that on such financial statements fairly present Borrower’s financial condition by an of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; and (iiic) immediately upon notice thereofas soon as available, a report but in any event within ninety (90) days after the end of any legal Acuity’s fiscal year or administrative action pending or threatened in writing against Borrower which is likely to result in liability to Borrower in excess the date of $100,000 (provided that Borrower shall not be required to report notices Acuity’s board of possibly relevant third party patentsdirectors’ adoption, or proposals or demands to license intellectual property)Acuity’s operating budget and plan for the next fiscal year; and (ivd) such other financial information as Lender may reasonably request from time to time. Financial eXegenics, promptly as they are available and in any event: (x) at the time of filing of eXegenics’ Form 10-K with the Securities and Exchange Commission after the end of each fiscal year of eXegenics, the financial statements delivered pursuant of eXegenics filed with such Form 10-K; and (y) at the time of filing of eXegenics’ Form 10-Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of eXegenics, the financial statements of eXegenics filed with such Form 10-Q. In addition, Borrower shall deliver to subsections Lender (i) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders; (ii) above shall be accompanied by immediately upon receipt of notice thereof, a certificate signed by a Responsible Officer report of any material legal actions pending or threatened against Borrower or the commencement of any action, proceeding or governmental investigation involving Borrower is commenced that is reasonably expected to result in damages or costs to Borrower of One Hundred Fifty Thousand Dollars (each an “Officer’s Certificate”$150,000) in the form of Exhibit F.or more; and (iii) such other financial information as Lender may reasonably request from time to time.

Financial Statements, Reports, Certificates. Borrower shall agrees to deliver to LenderPeople's: (ia) as soon as preparedavailable, and no later than 30 but in any event within thirty (30) days after the end of each calendar quartermonth during each of Borrower's fiscal years, a company prepared balance sheet, income statement statement, and cash flow statement covering Borrower’s 's operations for each of the three months during such period, provided for each calendar month ending after the calendar quarter ending on September 30, 2008, Borrower shall deliver to Lender ; and (b) as soon as preparedavailable, and no later than 30 but in any event within forty-five (45) days after the end of each calendar monthfiscal quarter during each of Borrower's fiscal years, a balance sheet, income statement company prepared report on slow moving Inventory; and cash flow statement covering Borrower’s operations during such period; (iic) as soon as preparedavailable, but no later than 90 in any event within ninety (90) days after the end of the each of Borrower's fiscal years, financial statements of Borrower for each such fiscal year, audited by KPMG Peat Marwick or such other timeframe formally approved independent certified public accountants reasonably acceptable to People's and certified, without any qualifications, by Borrower’s audit committee, audited financial statements such accountants to have been prepared in accordance with GAAP, together with an opinion a certificate of such accountants addressed to People's stating that such accountants do not have knowledge of the existence of any event or condition constituting an Event of Default, or that would, with the passage of time or the giving of notice, constitute an Event of Default. Such audited financial statements fairly shall include a balance sheet, profit and loss statement, and cash flow statement, 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 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. In addition to the above, annually with Borrower’s 's annual financial statements, Borrower shall provide People's with a projection on an annual basis for the ensuing fiscal year of Borrower's cash flow, financial performance, sales and expenses. Together with the above, Borrower also shall deliver to People's Borrower's any 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 the same are filed, or any other information that is provided by Borrower to its shareholders, in their capacity as shareholders, and any other report reasonably requested by People's relating to the Collateral or the financial condition by an independent public accounting firm reasonably acceptable to Lender; (iii) immediately upon notice thereof, a report of any legal or administrative action pending or threatened in writing against Borrower which is likely to result in liability to Borrower in excess of $100,000 (provided that Borrower shall not be required to report notices of possibly relevant third party patents, or proposals or demands to license intellectual property); and (iv) such other financial information as Lender may reasonably request from time to time. Financial statements delivered pursuant to subsections (i) and (ii) above shall be accompanied by a certificate signed by a Responsible Officer (each an “Officer’s Certificate”) in the form of Exhibit F.Borrower.

Financial Statements, Reports, Certificates. Each Co-Borrower shall deliver to each Lender: (ia) as soon as preparedavailable, and no later than 30 but in any event within thirty (30) days after the end of each calendar quartermonth, a balance sheetCo-Borrower prepared monthly reports of cash balances, income statement and cash flow statement covering Borrower’s operations for each of the three months during such period, provided for each calendar month ending after the calendar quarter ending on September 30, 2008, Borrower shall deliver to Lender (b) as soon as preparedavailable, and no later than 30 but in any event within sixty (60) days after the earlier of (i) the end of each calendar month, a balance sheet, income statement and cash flow statement covering Co-Borrower’s operations during such period; fiscal year or (ii) as soon as preparedthe date of such Co-Borrower’s board of directors’ adoption, but no later than 90 days after such Co-Borrower’s operating budget and plan for the end of the next fiscal year, or such other timeframe formally approved by Borrower’s audit committee, audited financial statements prepared in accordance with GAAP, together with an opinion that such financial statements fairly present Borrower’s financial condition by an independent public accounting firm reasonably acceptable to Lender; (iii) immediately upon notice thereof, a report of any legal or administrative action pending or threatened in writing against Borrower which is likely to result in liability to Borrower in excess of $100,000 (provided that Borrower shall not be required to report notices of possibly relevant third party patents, or proposals or demands to license intellectual property); and (ivc) such other financial information that is prepared or maintained by a Co-Borrower in the ordinary course of its business as any Lender may reasonably request from time to time. Financial statements delivered pursuant From and after such time as any Co-Borrower becomes a publicly reporting company, Borrower Representative shall deliver to subsections each Lender: promptly as they are available and in any event: (i) at the time of filing of such Co-Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of such Co-Borrower (and in any event within ninety (90) days following the end of each fiscal year), the financial statements of such Co-Borrower filed with such Form 10‑K; and (ii) above at the time of filing of such Co-Borrower’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of such Co-Borrower (and in any event within forty-five (45) days following the end of each of the first three fiscal quarters of the fiscal year), the Consolidated financial statements of such Co-Borrower filed with such Form 10‑Q. In addition, each Co-Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by such Co-Borrower to its security holders and (B) promptly upon receipt of written notice thereof, a report of any material legal actions pending or threatened against such Co-Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving such Co-Borrower or any Subsidiary is commenced that is reasonably expected to result in damages or costs to any Co-Borrower of Two Hundred and Fifty Thousand Dollars ($250,000) or more. The items specified in this Section 6.3 shall be accompanied by deemed delivered upon posting with ▇▇▇▇▇ or posting the items or a certificate link thereto on the Borrower Representative’s website. . Each time financial statements are furnished pursuant to Section 6.3 above, Borrower Representative shall deliver to each Lender an Officer’s Certificate signed by a Responsible Officer (each an “Officer’s Certificate”) , in the form of of, and certifying to the matters set forth in, Exhibit F.E hereto.