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

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto) (i) with each request for an Advance, (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and (iii) within (A) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quarter; (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quarter, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, and general ledger; (c) as soon as available, but no later than (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”); (d) within (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicable, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) no later than the last Business Day of February of each fiscal year of Borrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quarter) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; (f) as soon as available, and in any event within one hundred twenty (120) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) 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, Seven Hundred Fifty Thousand Dollars ($750,000.00) or more; and (l) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the following: (ai) While the Reduced Rate is in effect, a Transaction Report monthly within fifteen (15) days of the end of each month and any schedules related thereto) (i) with at the time of each request for an Advance; provided, however, while the Regular Rate is in effect, then weekly and at the time of each request for an Advance; (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and within fifteen (iii) within (A) thirty (3015) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quarter;month, (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quarter, (A) monthly accounts receivable agings, aged by invoice date, , (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and , (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, and general ledger;, (cD) [omitted] (iii) as soon as available, but no later than (i) and in any event within thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been mademonth, or (ii) forty-five (45) days after the last day of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”)monthly unaudited financial statements; (div) within (i) thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statements, a duly completed monthly Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (ev) no later than [omitted]; (vi) within thirty (30) days after the last Business Day of February beginning of each fiscal year of Borrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections;; and (fvii) as soon as available, and in any event within one hundred twenty (120) 180 days following the end of Borrower’s fiscal year, audited consolidated annual financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an of, independent certified public accounting firm reasonably accountants acceptable to Bank;. (gb) in the event At all times that Borrower becomes is subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of after filing, copies of all periodic reports on Form 10-K, 10-Q and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise 8-K filed with the SEC) may be delivered electronically Securities and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, Exchange Commission or provides a link thereto, thereto on Borrower’s or another website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereofInternet. (ic) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt Prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyrightCopyright, including any subsequent ownership right of Borrower in or to any copyrightCopyright, patent Patent or trademark Trademark not previously disclosed in writing to Bank, and or (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect affects the value of the Intellectual Property; and (k) 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, Seven Hundred Fifty Thousand Dollars ($750,000.00) or more; and (l) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the followingfollowing written reports, and such other written reports with respect to Borrower (including budgets, sales projections, operating plans and other financial documentation, and lists of stockholders of record), as Bank shall from time to time specify in its good faith business judgment: (ai) a Transaction Report (and any schedules related thereto) Report, (i) with at the time of each request for an Advance, and (ii) if requested by Bankso long as any Advance is outstanding, in its sole discretion, no later addition not less frequently than Friday of each week, and weekly; (iiiii) within fifteen (A) thirty (3015) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quarter;month: (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quarter, (A1) monthly accounts receivable agings, aged by invoice date; and (2) concurrently with such monthly accounts receivable agings in respect of any month that is also the last month of a fiscal quarter, copies of actual invoices in respect of Eligible Accounts representing not less than 10% of the aggregate accounts receivable agings balance as of the end of such last month of a fiscal quarter; (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and ; (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through reportTransaction Reports, and general ledger; (cD) [intentionally omitted] (E) monthly Deferred Revenue reports; (iii) as soon as available, but no later than (i) and in any event within thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been mademonth, or (ii) forty-five (45) days after the last day of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”)monthly unaudited financial statements; (div) within (i) thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statements, a duly completed monthly Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (ev) no later than within thirty (30) days after the last Business Day end of February each fiscal quarter, a written status update with respect to Borrower’s ongoing discussions with the New Jersey tax authority regarding the New Jersey sales & use tax obligation of Zhone (for the period covering 10/01/2001 – 09/30/2003) described in the Perfection Certificate; provided, however, that in addition, Borrower shall also deliver such a status update (irrespective of whether such quarterly report is then due) of, and promptly upon, the occurrence of a material adverse development (if any) in such discussions with the New Jersey tax authority regarding such tax obligation; (vi) as soon as available, and in any event within thirty (30) days prior to the end of each fiscal year of Borrower, (A) annual financial projections and operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming fiscal year (on a monthly basis) of Borrower Borrower, as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections;; and (fvii) as soon as available, and in any event within one hundred twenty (120) 120 days following the end of Borrower’s fiscal year, audited consolidated annual financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an of, independent certified public accounting firm accountants reasonably acceptable to Bank;. (gb) in the event At all times that Borrower becomes is subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of after filing, copies of all periodic reports on Form 10-K, 10-Q and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise 8-K filed with the SEC) may be delivered electronically Securities and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, Exchange Commission or provides a link thereto, thereto on Borrower’s or another website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereofInternet. (ic) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt Prompt written notice of (i) any material change in the composition of the Intellectual Propertyintellectual property, (ii) the registration (or filed application for registration) of any copyright, copyright (including any subsequent ownership right of Borrower in or to any copyright), any patent (including any subsequent ownership right of Borrower in or to any patent) constituting Material Intellectual Property, or any trademark (including any subsequent ownership right of Borrower in or to any trademark) constituting Material Intellectual Property, in each case, that is not previously disclosed in writing to Bank, and or (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect affects the value of the Intellectual Property; and (k) 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, Seven Hundred Fifty Thousand Dollars ($750,000.00) or more; and (l) other financial information reasonably requested by Bankintellectual property.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) if any Advances are outstanding, within thirty (30) days after the last day of each month, or (b) if no Advances are outstanding, within thirty (30) days after the last day of each fiscal quarter, a SaaS based metrics report including, but not limited to calculations of ARPU, client count and the Annualized Churn Rate, which shall include a calculation of the then current Annualized Churn Rate; (b) a Transaction Report (and any schedules related thereto) (i) with each request for an Advance, Advance and (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and (iii) within (A) thirty (30) days after the end of each month in which at all times when any Advances are outstanding or an Advance request has been madeoutstanding, or (B) within thirty (30) days after the last day of each quarter; (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been mademonth, or (ii) thirty (30) days after the last day of each quarter, (A) monthly accounts receivable agings, aged signed by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, and general ledgera Responsible Officer; (c) as soon as available, but no later than (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quartermonth, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and each of its Subsidiary’s operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (d) within (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) no later than as soon as available, and in any event within thirty (30) days after the last Business Day of February end of each fiscal year of Borrower, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s and each of its Subsidiary’s operations for such fiscal year certified by a Responsible Officer and in a form acceptable to Bank; (Af) annual operating budgets within thirty (including income statements, balance sheets and cash flow statements, by quarter30) for days after the upcoming end of each fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following then-current fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; (fg) as soon as available, and in any event within one hundred twenty eighty (120180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an independent certified public accounting firm reasonably acceptable to BankBank (the “Audited Financial Statements”); provided that if Borrower’s board of directors does not require Borrower obtain Audited Financial Statements for any individual fiscal year, Bank shall be deemed to have automatically waived the requirement for such Audited Financial Statements in the applicable fiscal year as well; (gh) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address, or are available at ▇▇▇.▇▇▇.▇▇▇ (or any successor site maintained by the SEC for similar purposes); provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (i) within five fifteen (515) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) 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, Seven Two Hundred Fifty Thousand Dollars ($750,000.00250,000) or more; and (lk) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the following: (a) a Transaction Report (and any schedules related theretoi) (iA) with weekly, and (B) upon each request for an Advancea Credit Extension, a Transaction Report; (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and within fifteen (iii) within (A) thirty (3015) days after the end of each month in which Advances there are any outstanding or an Advance request has been madeCredit Extensions (otherwise quarterly, or within fifteen (B) thirty (30) days after the last day of each quarter; (b) within (i) thirty (3015) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each fiscal quarter), (A) monthly accounts receivable agings, aged by invoice datedate (including, without limitation, accounts receivable agings for accounts receivable used in determining EXIM Loans), (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, Deferred Revenue report and general ledger, (D) perpetual inventory reports for Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) or such other inventory reports as are requested by Bank in its good faith business judgment; and (e) a completed Borrowing Base Certificate; (ciii) as soon as available, but no later than (i) and in any event within thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been mademonth, or (ii) forty-five (45) days after the last day of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”)monthly unaudited financial statements; (div) within (i) thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statements, a duly completed monthly Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (ev) within fifteen (15) days after the end of each fiscal quarter, copies of invoices for no later less than ten percent (10%) of the outstanding balance of EXIM Bank accounts receivable as of the last Business Day day of February such fiscal quarter; (vi) within thirty (30) days prior to the end of each fiscal year of BorrowerBorrower and as amended or updated, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; (fvii) as soon as available, and in any event within one hundred twenty eighty (120180) days following the end of Borrower’s fiscal year, audited consolidated annual financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion of, independent certified public accountants acceptable to Bank; provided, that for Borrower’s fiscal year ended December 31, 2010, such annual financial statements shall be certified by, and with an unqualified opinion of (other than a qualification as qualified with respect to “going concern) on the financial statements from an ”), independent certified public accounting firm reasonably accountants acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (iviii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (jix) prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) a 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, Seven One Hundred Fifty Thousand Dollars ($750,000.00150,000) or more; andNotwithstanding the foregoing, when Borrower is at or above the Liquidity Threshold, provided no Event of Default has occurred and is continuing, Borrower shall be required to provide Bank with the reports and schedules required pursuant to clause (a)(i)(A) above monthly, within fifteen (15) days after the end of each month. (lb) other financial information reasonably requested by BankIn the event that Borrower is or becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days after filing, all reports on Form 10-K, 10-Q and 8-K filed with the SEC or a link thereto on Borrower’s or another website on the Internet. (c) Borrower shall provide Bank with prompt written notice of Borrower’s knowledge of an event that affects the value of the Intellectual Property and that would have a material adverse effect on Borrower’s business, taken as a whole.

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the following: (a) a Transaction Report (and any schedules related thereto) (i) with each request for an Advanceas soon as available, and in any event within thirty (ii30) if requested by Bank, in its sole discretion, no later than Friday days after the end of each weekmonth, monthly unaudited financial statements including balance sheet, income statement and statement of cash flows; (iiiiv) within (A) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quarter; (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quarter, (A) a monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, and general ledger; (c) as soon as available, but no later than (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”); (d) within (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement (if any) and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (ev) no later than the last Business Day earlier to occur of February (i) fifteen (15) days following approval by Borrower’s board of directors and (ii) January 31st of each fiscal year of Borroweryear, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; (fvi) as soon as available, and in any event within one hundred twenty fifty (120150) days following the end of Borrower’s fiscal year, annual audited consolidated financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an of, independent certified public accounting firm reasonably accountants acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (ivii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (jviii) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (b) In the event that Borrower is or becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days after filing, all reports on Form 10-K, 10-Q and 8-K filed with the SEC or a link thereto on Borrower’s or another website on the Internet. (c) Borrower shall provide Bank with prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, Copyright (including any subsequent ownership right of Borrower in or to any copyrightCopyright), patent Patent or trademark Trademark not previously disclosed in writing to Bank, and or (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect affects the value of the Intellectual Property; and (k) 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, Seven Hundred Fifty Thousand Dollars ($750,000.00) or more; and (l) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide (a) Borrowers shall provide Bank with the following: (a) a Transaction Report (and any schedules related thereto) (i) with each request for an Advance, within fifteen (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and (iii) within (A) thirty (3015) days after the end of each month month, a Transaction Report so long as Borrowers maintain an Availability Amount of at least $3,000,000; otherwise, weekly. Notwithstanding the foregoing, in which Advances the event Borrowers are outstanding or providing a monthly Transaction Report, but fail to maintain an Advance request has been madeAvailability Amount of at least $3,000,000, or Borrowers will be required to deliver eight (B) thirty (30) days after 8) consecutive weekly Transaction Reports before the last day of each quartermonthly reporting option shall be available to Borrowers; (bii) within fifteen (i) thirty (3015) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quartermonth, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, and general ledger; (ciii) as soon as available, but no later than (i) and in any event within thirty (30) days after the last day end of each month month, unaudited consolidated (and, for the first six (6) months following the Effective Date, consolidating with respect to Borrowers) financial statements of Holdings and its Subsidiaries, in which Advances are outstanding each case as of the end of or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”)month; (div) within (i) thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statementsmonth, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month month, no Default or quarter, as applicable, Borrower Event of Default had occurred and was in full compliance with all of the terms and conditions of this Agreementcontinuing, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (ev) no later than within thirty (30) days after the last Business Day of February end of each fiscal year of BorrowerHoldings, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directorsHoldings, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s Holdings’ board of directors, together with any related business forecasts used in the preparation of such annual financial projections;; and (fvi) as soon as available, and in any event within one hundred twenty (120) 120 days following the end of Borrower’s Holdings’ fiscal year, audited annual consolidated financial statements prepared under GAAPof Holdings and its Subsidiaries certified by, consistently applied, together and with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an of, independent certified public accounting firm accountants of recognized national standing or otherwise reasonably acceptable to Bank;. (gb) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within Within five (5) days of after filing, copies of all periodic reports on Form 10-K, 10-Q and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise 8-K filed with the SEC) may be delivered electronically Securities and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, Exchange Commission or provides a link thereto, thereto on such Borrower’s or another website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereofInternet. (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) 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, Seven Hundred Fifty Thousand Dollars ($750,000.00) or more; and (l) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Borrowing Base Report (and any schedules related theretothereto and including any other information requested by Bank with respect to Borrower’s Accounts) (i) with each request for an Advance, (ii) if requested by Bank, in its sole discretion, no later than Friday of each weekweek when a Streamline Period is not in effect, and (iiiii) within seven (A) thirty (307) days after the end of each month when a Streamline Period is in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quartereffect; (b) within seven (i) thirty (307) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quartermonth, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (C) Deferred Revenue report, and (CD) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, general ledger and general ledgercustomer debtor information; (c) as soon as available, but no later than (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quartermonth, a company prepared consolidated balance sheet and sheet, income statement and cash flow covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (d) within (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; checksas soon as available, and at least annually, within ten (e10) no later than the last Business Day days of February approval by Borrower’s board of each fiscal year of Borrowerdirectors and contemporaneously with any updates or amendments thereto, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (on a quarterly basis) ), in each case as approved by Borrower’s board of directorsthe Board, together with any related business forecasts used in the preparation of such annual financial projections, and (C) a capitalization table; (fe) as soon as available, and in any event within one hundred twenty fifty (120150) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank (provided that any firm associated with the “Big Four” accounting firms or an affiliate thereof is deemed acceptable to Bank); (gf) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower and/or any Guarantor with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (ig) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (h) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, one hundred Thousand Dollars ($100,000) or more; (i) promptly, from time to time, such other information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank. (j) Provide Bank prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyrightCopyright, including any subsequent ownership right of Borrower in or to any copyrightCopyright, patent Patent or trademark Trademark not previously disclosed shown in writing to Bankthe IP Agreement or the ISR Debentures and UK Debenture, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and. (k) Provide Bank with prompt report written notice of any legal actions pending or threatened changes to the beneficial ownership information set out in writing against items 2(d) through 2(g) of the Perfection Certificate. Borrower or any understands and acknowledges that Bank relies on such true, accurate and up-to-date beneficial ownership information to meet Bank’s regulatory obligations to obtain, verify and record information about the beneficial owners of its 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, Seven Hundred Fifty Thousand Dollars ($750,000.00) or more; and (l) other financial information reasonably requested by Banklegal entity customers.

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the following: (ai) within fifteen (15) days after the end of each month, (A) a Transaction Report (and any schedules related thereto) (i) with each request if there are no loan balances outstanding under the Revolving Line for an Advancethe preceding calendar month), (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and (iii) within (A) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quarter; (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quarter, (A) monthly accounts receivable agings, aged by invoice date, (BC) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (CD) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, reports and general ledger, and (E) a deferred revenue schedule; (cii) as soon as available, but no later than (i) and in any event within thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been mademonth, or (ii) forty-five (45) days after the last day of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”)monthly unaudited financial statements; (diii) within (i) thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statements, a duly completed monthly Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (eiv) no later than the last Business Day more frequent of February weekly, by Monday of the following week, or with each request for a Revolving Advance when there are loan balances outstanding under the Revolving Line for the preceding calendar month, a Transaction Report (and any schedules related thereto); (v) within thirty (30) days after the beginning of each fiscal year of Borrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming such fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following such fiscal year (on a quarterly basis) as approved by Borrower’s board of directors), together with any related business forecasts used in the preparation of such annual financial projections;; in each case, as approved by Borrower’s board of directors and provided to Borrower’s equity investors and (C) any interim updates of (A) or (B) above; and (fvi) as soon as available, and in any event within one hundred twenty (120) 180 days following the end of Borrower’s fiscal year, audited consolidated annual financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an of, independent certified public accounting firm reasonably accountants acceptable to Bank;. (gb) in In the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of after filing, copies of all periodic reports on Form 10-K, 10-Q and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise 8-K filed with the SEC) may be delivered electronically Securities and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, Exchange Commission or provides a link thereto, thereto on Borrower’s or another website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereofInternet. (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) 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, Seven Hundred Fifty Thousand Dollars ($750,000.00) or more; and (l) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto) (i) with each request for an Advance, (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and (iii) within (A) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been mademonth, or (B) thirty (30) days after the last day of each quarter; (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been madea Transaction Report, or (ii) thirty (30) days after the last day of each quarter, (A) monthly accounts receivable agings, aged by invoice date, (Biii) monthly an accounts payable agingscheck payment list for the last week of the applicable month, aged by invoice date, and outstanding or held check registers, if any, and (Civ) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, reports and general ledgerledger and (v) a schedule of Deferred Revenue; (cb) as soon as available, but no later than (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quartermonth, a company prepared consolidated balance sheet and income statement covering BorrowerParent’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (dc) within (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible OfficerOfficer of Parent, certifying that as of the end of such month or quartermonth, as applicable, Borrower was Borrowers were in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (ed) no later than within thirty (30) days following the last Business Day of February day of each fiscal year of BorrowerParent, (A) annual operating budgets (including income statements, balance sheets statements and cash flow statementsbalances, by quartermonth) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directorsBorrowers (which may be consolidated), and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by each Borrower’s board of directorsdirectors (or Parent’s Board of Directors if consolidated), together with any related business forecasts used in the preparation of such annual financial projections;; and (fe) as soon as available, and in any event within one hundred twenty (120) 180 days following the end of BorrowerParent’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretion (it being agreed that any of the eight largest U.S. accounting firms are acceptable to Bank;). (gf) in the event that Borrower Parent becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower Parent 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 BorrowerParent’s website on the Internet at BorrowerParent’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (ig) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (kh) 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, Seven One Hundred Fifty Thousand Dollars ($750,000.00150,000) or more; and (li) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the following: (ai) weekly, a Transaction Report (and any schedules related thereto) (i) with each request for an Advance, Report; (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and within twenty (iii) within (A) thirty (3020) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quarter; (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quartermonth, (A) a duly completed Borrowing Base Certificate signed by a Responsible Officer, (B) monthly accounts receivable agings, aged by invoice date, (BC) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (CD) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, and general ledger; (ciii) as soon as available, but no later than (i) and in any event within thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been mademonth, or (ii) forty-five (45) days after the last day of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”)monthly unaudited financial statements; (div) within (i) thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been mademonth, or and one hundred fifty (ii) forty-five (45150) days after following the last day end of each quarter, and together with the Financial StatementsBorrower’s fiscal year, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (ev) no later than the last Business Day within thirty (30) days of February of each fiscal year of any material revisions to Borrower’s projections or business plan, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quarter) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation copies of such annual financial projections;revisions; and (fvi) as soon as available, and in any event within one hundred twenty fifty (120150) days following the end of Borrower’s fiscal year, audited consolidated annual financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an of, independent certified public accounting firm reasonably accountants acceptable to Bank;. (gb) in In the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of after filing, copies of all periodic reports on Form 10-K, 10-Q and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise 8-K filed with the SEC) may be delivered electronically Securities and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, Exchange Commission or provides a link thereto, thereto on Borrower’s or another website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents;Internet. (hc) Provide Bank with, as soon as available, but in no event later than two twenty (220) Business Days days after the last day end of each fiscal quartermonth, commencing a Deferred Revenue report, in form acceptable to Bank. (d) Borrower will promptly provide Bank with copies of any notices received by Borrower under the first fiscal quarter ending December 31Pinnacle Loan Documents. Notwithstanding the foregoing, 2015during a Streamline Period, the Liquidity provided no Event of Borrower. If at any time from Default has occurred and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00)continuing, Borrower shall deliver be required to provide Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (i) within five (5) days of delivery, copies of all statements, the reports and notices made available schedules required pursuant to Borrower’s security holders or to any holders of Subordinated Debt; clause (ja)(i) prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) 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, Seven Hundred Fifty Thousand Dollars ($750,000.00) or more; and (l) other financial information reasonably requested by Bankabove each month.

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the following: (a) a Transaction Report (and any schedules related thereto) (i) with each request for an Advance, (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and (iii) within (A) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quarter; (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quartermonth, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, and general ledger;, and (D) Borrowing Base Certificate. (cii) as soon as available, but no later than (i) and in any event within thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been mademonth, or (ii) forty-five (45) days after the last day of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”)monthly unaudited consolidating financial statements; (diii) within (i) thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statements, a duly completed monthly Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, for any Compliance Certificate delivered when a lockbox is required under this Section 6.3(c) hereof, a statement that at the end of such month there were no held checks; (eiv) no later than within thirty (30) days after the last Business Day of February end of each fiscal year of Borrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual consolidating financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections;; and (fv) as soon as available, and in any event within one hundred twenty (120) 210 days following the end of Borrower’s fiscal year, audited consolidated annual financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an of, independent certified public accounting firm reasonably accountants acceptable to Bank;. (gb) in In the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of after filing, copies of all periodic reports on Form 10-K, 10-Q and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise 8-K filed with the SEC) may be delivered electronically Securities and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, Exchange Commission or provides a link thereto, thereto on Borrower’s or another website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereofInternet. (ic) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt Prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyrightCopyright, including any subsequent ownership right of Borrower in or to any copyrightCopyright, patent Patent or trademark Trademark not previously disclosed in writing to Bank, and or (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect affects the value of the Intellectual Property; and. (kd) prompt In the event Net Cash is less than $3,500,000, Borrower shall provide Bank weekly and with each Advance request, a transaction report with respect to sales, credit memoranda and other adjustments to the value 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 ofAccounts, individually or in the aggregate, Seven Hundred Fifty Thousand Dollars ($750,000.00) or more; and (l) other financial information reasonably requested by on Bank’s standard form.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto) Scynexis shall deliver to Sanofi: (i) with each request for an Advance, (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and (iii) within (A) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quarter; (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quarter, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, and general ledger; (c) as soon as available, but no later than (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”); (d) within (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicable, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) no later than the last Business Day of February of each fiscal year of Borrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quarter) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; (f) as soon as available, and in any event within one hundred twenty (120) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no any event later than two (2) Business Days within 30 days after the last day end of each calendar month, a company prepared consolidated and consolidating balance sheet, income statement, and statement of cash flows covering Scynexis’s operations during such period, in a form and substance reasonably acceptable to Sanofi and certified by a Responsible Officer; (ii) (a) as soon as available, but in any event within 45 days of the end of each fiscal quarter the consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of Scynexis and its subsidiaries as of the end of and for such fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof each prepared in accordance with Section 10 hereof GAAP, and (b) in the case of the financial statements referred to in the foregoing clause (a), a certification by the chief financial officer of Scynexis to the effect that such consolidated financial statements present fairly in all material respects the financial conditions and results of operations of Scynexis and its subsidiaries on a consolidated basis in accordance with GAAP, consistently applied (subject to normal year-end adjustments); (iii) as promptly applicable, (a) as practicable following knowledge of Borrower thereof. (i) soon as available, but in any event within five (5) 60 days of deliverythe end of each fiscal semi-annual period the consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of Scynexis and its subsidiaries as of the end of and for such fiscal semi-annual period, each prepared in accordance with GAAP, and (b) in the case of the financial statements referred to in the foregoing clause (a), a certification by the chief financial officer of Scynexis to the effect that such consolidated financial statements present fairly in all material respects the financial conditions and results of operations of Scynexis and its subsidiaries on a consolidated basis in accordance with GAAP, consistently applied (subject to normal year-end adjustments); (iv) as soon as available, but in any event within 150 days after the end of Scynexis’s fiscal year, audited consolidated and consolidating financial statements of Scynexis prepared in accordance with generally acceptable accounting principles, consistently applied; (v) an annual budget, approved by Scynexis’s Board of Directors, as soon as available but not later than 15 days after the beginning of each fiscal year of Scynexis during the term of this Agreement; (vi) if applicable, copies of all statements, reports and notices sent or made available to Borrower’s security holders or by Scynexis to any holders of Subordinated Debt; ; (jvii) prompt written promptly upon receipt of notice of (i) any material change in the composition of the Intellectual Propertythereof, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) prompt a report of any legal actions pending or threatened in writing against Borrower Scynexis or any of its Subsidiaries subsidiary that could reasonably be expected to result in damages or costs to Borrower Scynexis or any subsidiary of its Subsidiaries of, individually or $300,000 in the aggregate, Seven Hundred Fifty Thousand Dollars ($750,000.00) aggregate or more; and (lviii) promptly upon receipt, each management letter prepared by Scynexis’s independent certified public accounting firm regarding Scynexis’s management control systems; and (ix) such budgets, sales projections, operating plans or other financial information generally prepared by Scynexis in the ordinary course of business as Sanofi may reasonably requested request from time to time. a. In addition, Scynexis shall also furnish to Sanofi any other material information pertaining to: (i) the financial condition or prospects of Scynexis; (ii) the ability of Scynexis to service the HSBC credit under the Facility as amended from time to time; (iii) the terms of the Credit Agreement; (iv) the Collateral (as defined in the Security Agreement) granted to Sanofi by Bankthe Security Agreement; (v) the terms of the Security Agreement, (vi) the terms of the Guarantee, or (vii) any change in the status of items (i)-(vi) above. b. At the same time as the financial statements required above for Scynexis are delivered, Scynexis shall deliver to Sanofi a certificate signed by Scynexis’ chief financial officer to the effect that, with reference to the circumstances and facts then prevailing, no GEA EOD (as defined below), no Event of Default as defined in Section 12 of the Security Agreement, no failure to comply with the terms of the Addendum thereof dated 9 April 2010, no Event of Default as defined in Section 7 of the Amended Facility, and no event which, with the giving of notice or the lapse of time, or both, would constitute such an event of default, has occurred and is continuing (any such event of default or default, a “Credit Event”). c. As soon as possible, and in any event within three (3) calendar days after becoming aware of the occurrence of a Credit Event, Scynexis shall deliver to Sanofi a written statement of a Responsible Officer satisfactory to Sanofi setting forth details of the Credit Event, and the action which Scynexis has taken or proposes to take with respect thereto.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) (1) a Transaction Report Borrowing Base Certificate (and any schedules related thereto) together with (2) a calculation of (A) the Federal Revenues as a percentage of the sum of (x) Recurring Revenue of the Loan Parties plus (y) the Federal Revenues and (B) the assets of HashiCorp Federal, Inc. as a percentage of the assets of Borrower and its Subsidiaries on a consolidated basis, in each case, (i) with each request for an Advance, and (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and (iii) within (A) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quartermonth; (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been madeas soon as available, or (ii) but no later than thirty (30) days after the last day of each quarter, (A) monthly quarterly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, and general ledger; (c) as soon as available, but no later than (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, a company prepared consolidated balance sheet sheet, income statement and income cash flow statement covering Borrower’s consolidated operations for such month or quarter, as applicable, quarter certified by a Responsible Officer of Borrower and in a form reasonably acceptable to Bank (the “Financial Statements”)Bank; (d) within (i) as soon as available, but no later than thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statements, a duly completed Compliance Certificate signed by a Responsible OfficerOfficer of Borrower, certifying that as of the end of such month or quarter, as applicable, Borrower was the Loan Parties were in full compliance with all of the terms and conditions of this AgreementAgreement and the other Loan Documents, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) no later than upon the earlier of (i) ten (10) days after approval by Borrower’s Board of Directors or (ii) sixty (60) days after the last Business Day of February day of each fiscal year of Borrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming then current fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following such fiscal year (on a quarterly monthly basis) as approved by Borrower’s board Board of directorsDirectors, together with any related business forecasts used in the preparation of such annual financial projections; (f) as soon as available, and in any event within one hundred twenty eighty (120180) days following the end of Borrower’s fiscal year, (i) company-prepared consolidated financial statements prepared under GAAP, consistently applied; provided, that together with the filing of a form S-1 by Borrower with the SEC with respect to the most recent fiscal year for which financial statements are available and for each fiscal year ending thereafter, Borrower shall provide Bank audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an independent certified public accounting firm reasonably acceptable to BankBank and (ii) a duly completed Compliance Certificate signed by a Responsible Officer of Borrower, certifying that as of the end of such fiscal year, the Loan Parties were in full compliance with all of the terms and conditions of this Agreement and the other Loan Documents, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request; (g) in the event that Borrower or any Subsidiary becomes subject to the reporting requirements under the Exchange Act Act, within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two within ten (210) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrowerall or a majority of such Loan Party’s security holders or to any holders of Subordinated Debt; (i) prompt, and in any event, within three (3) Business Days, report of the occurrence of any Default or Event of Default; (j) prompt written notice prompt, and in any event, within five (5) Business Days, report of (i) any material change adverse finding in respect of any action or proceeding set forth in the composition of the Intellectual PropertyPerfection Certificate, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) prompt report of any legal actions pending or threatened in writing against Borrower any Loan Party or any of its their respective Subsidiaries that could reasonably be expected to result in damages or costs to Borrower the Loan Parties or any of its their respective Subsidiaries of, individually or in the aggregate, Seven Hundred Fifty Thousand Two Million Dollars ($750,000.002,000,000) or more; and, (iii) any Acquisitions or (iv) any matter that has resulted or could reasonably be expected to result in a Material Adverse Change; (k) promptly following any request therefor, information and documentation reasonably requested by Bank for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act and the Beneficial Ownership Regulation; (l) prompt, and in any event, within five (5) Business Days, report of any departure of any Key Person departing or ceasing to be employed by Borrower or of any Key Person ceasing to be involved in the day to day operations of the Loan Parties or to hold an executive office at least equal in seniority and responsibility to such Person’s present office as of the Effective Date; (m) other financial information reasonably requested by Bank; (n) prompt notice of the creation or acquisition of any Subsidiary, including if such Subsidiary is a Foreign Subsidiary; and (o) at least five (5) Business Days’ (or such shorter period as may be agreed to by Bank) prior written notice of any sale or issuance of any stock of Borrower which will result in any Person owning, directly or indirectly, 25% or more of the outstanding voting stock of Borrower on a fully diluted basis, including the purchasers of such stock, any “know your customer” information required by Bank, the terms of such sale or issuance and the total sale or issuance proceeds to be received by Borrower.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto) (i) with each request for an Advance, (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and (iii) within (A) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been mademonth, or (B) thirty (30) days after the last day of each quartera duly completed Borrowing Base Certificate signed by a Responsible Officer; (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quartermonth, (Ai) monthly accounts receivable agings, aged by invoice date, and (Bii) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, and general ledger; (c) as soon as available, but no later than (i) and in any event within thirty (30) days after the last day end of each month month, monthly unaudited financial statements prepared in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”)accordance with GAAP; (d) within (i) thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statements, a duly completed monthly Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement Agreement, if applicable, and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks;: (e) no later than the last Business Day within ten (10) days after approval by Borrower’s Board of February of each fiscal year of BorrowerDirectors, and as modified, (Ai) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (Bii) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board Board of directorsDirectors, together with any related business forecasts used in the preparation of such annual financial projections; (f) as soon as available, and in any event within one two hundred twenty seventy (120270) days following the end of Borrower’s fiscal year, annual audited consolidated financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an of, independent certified public accounting firm accountants reasonably acceptable to Bank; (g) upon the request of Bank, updated capitalization tables of Borrower; (h) within five (5) days of delivery, copies of all statements, reports and notices made generally available to Borrower’s security holders or to any holders of Subordinated Debt; (i) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, One Hundred Thousand Dollars ($100,000) or more; (j) promptly, and in any event within five (5) Business Days after request by Bank, copies of such customer contracts of Borrower (whether or not such customer contract is included as an Account in any MRR calculation) as Bank may request; (k) in the event that Borrower is or becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of after filing, copies of all periodic reports on Form 10-K, 10-Q and other reports, proxy statements and other materials 8-K filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, thereto on Borrower’s or another website on the Internet at Borrower’s website addressInternet; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) 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, Seven Hundred Fifty Thousand Dollars ($750,000.00) or more; and (l) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide (a) Borrower shall, or shall cause Parent to, provide Bank with the following: (ai) weekly, a Transaction Report (and any schedules related thereto) and reconciliations of accounts receivable (i) with each request for an Advanceaged by invoice date), transaction reports and general ledger; (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and (iii) within (A) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quarter; (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quartermonth, (A) monthly accounts receivable agings, aged by invoice date, and (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, and general ledger; (ciii) as soon as available, but no later than (i) and in any event within thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been mademonth, or monthly unaudited financial statements of Parent, on a consolidated and consolidating (iiwith respect to Borrower) forty-five (45) days after the last day of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”)basis; (div) within (i) thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statements, a duly completed monthly Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quartermonth, Borrower (and Parent, as applicable, Borrower ) was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks;; and (ev) no not later than ninety (90) days after the last Business Day of February end of each fiscal year of BorrowerParent, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directorsParent, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by BorrowerParent’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections, in each case on a consolidated basis; (fb) as soon as available, and in any event within one hundred twenty Within fifteen (12015) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of after filing, copies of all periodic reports on Form 10-K, 10-Q and other reports, proxy statements and other materials 8-K filed by Borrower Parent with the SEC, any Governmental Authority succeeding to any Securities and Exchange Commission 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, thereto on BorrowerParent’s or another website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as availableInternet, but in no event shall such filing be later than two (2) Business Days after the last day of each fiscal quarter, commencing such date as is in compliance with the first fiscal quarter ending December 31, 2015, requirements of the Liquidity of Borrower. If at any time from Securities and after the Effective Date Exchange Commission. (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00)c) In accordance with Section 6.6, Borrower shall deliver allow Bank to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge conduct a field examination audit of Borrower thereof. (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Collateral on a quarterly basis at Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) 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, Seven Hundred Fifty Thousand Dollars ($750,000.00) or more; and (l) other financial information reasonably requested by Bankexpense.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) weekly, a Transaction Report (and any schedules related thereto) ); provided, however, during any Streamline Period, provided no Event of Default has occurred and is continuing, Borrower shall provide the Transaction Report on a monthly basis, within fifteen (i) with each request for an Advance, (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and (iii) within (A) thirty (3015) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quartermonth; (b) within fifteen (i) thirty (3015) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quartermonth, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, reports and general ledger; (c) as soon as available, but no later than (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quartermonth, a company prepared consolidated balance sheet and sheet, income statement and cash flow statement, covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (d) within (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) no later than within thirty (30) days prior to the last Business Day of February end of each fiscal year of Borrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections;; and (f) as soon as available, and in any event within one hundred twenty eighty (120180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank;Bank in its reasonable discretion. (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated DebtDebt or the TriplePoint Indebtedness; (j) prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) 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, Seven Two Hundred Fifty Thousand Dollars ($750,000.00250,000) or more; and (lj) any other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the following: (ai) a Transaction Report (and any schedules related thereto) (i) with weekly and at the time of each request for an Advance; provided, (ii) if requested by Bankhowever, in its sole discretionduring a Streamline Period, no later than Friday of each week, and (iii) monthly within (A) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or month; (Bii) thirty within fifteen (3015) days after the last day end of each quarter; month (b) provided, however, during a Streamline Period, monthly within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quarter, month): (A) monthly accounts receivable agings, aged by invoice date, , (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and , (C) [omitted], (D) [omitted], (E) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through Deferred Revenue report, and general ledgerin form acceptable to Bank in its good faith business judgment; (ciii) as soon as available, but no later than (i) and in any event within thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been mademonth, or (ii) forty-five (45) days after the last day of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”)monthly unaudited financial statements; (div) within (i) thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statements, a duly completed monthly Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (ev) no later than [omitted]; (vi) within thirty (30) days prior to the last Business Day of February end of each fiscal year of Borrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections;; and (fvii) as soon as available, and in any event within one hundred twenty (120) 120 days following the end of Borrower’s 's fiscal year, audited consolidated annual financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion (other than without a qualification as to “going concern) on the financial statements from an ” qualification of, independent certified public accounting firm reasonably accountants acceptable to Bank;Bank in its good faith business judgment. (gb) in the event At all times that Borrower becomes is subject to the reporting requirements under the Securities Exchange Act of 1934, as amended (or other similar requirements of the Toronto Stock Exchange), within five (5) days of after filing, copies of all periodic reports on Form 10-K, 10-Q and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise 8-K filed with the SECSecurities and Exchange Commission (or other similar reports filed with the Canadian equivalent of the Securities and Exchange Commission) 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, thereto on Borrower’s or another website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereofInternet. (ic) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt Prompt written notice of (i) any material change in the composition of the Intellectual Propertyintellectual property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed shown in writing to Bankthe IP Security Agreement, and or (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect affects the value of the Intellectual Property; and (k) 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, Seven Hundred Fifty Thousand Dollars ($750,000.00) or more; and (l) other financial information reasonably requested by Bankintellectual property.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Borrowing Base Report (and any schedules related thereto) (i) with each request for an Advance, (ii) if thereto and including any other information requested by Bank, in its sole discretion, no later than Friday of each week, and (iiiBank with respect to Borrower’s Accounts) within (A) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quartermonth; (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quartermonth, (Ai) monthly accounts receivable agings, aged by invoice date, (Bii) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (Ciii) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, and general ledger, and (iv) monthly perpetual inventory reports for Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) or such other inventory reports as are requested by Bank in its good faith business judgment; (c) as soon as available, but no later than (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quartermonth, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (d) within (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, in the form attached hereto as Exhibit B, certifying that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checksAgreement; (e) no later than as soon as available, and in any event within thirty (30) days after the last Business Day of February end of each fiscal year of Borrower, and contemporaneously with any updates or amendments thereto, (Ai) annual operating budgets (including income statements, balance sheets and cash flow statements, by quarter) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directorsmonth), and (Bii) annual financial projections for the following fiscal year (on a quarterly basis) ), in each case as approved by Borrower’s board of directorsthe Board, together with any related business forecasts used in the preparation of such annual financial projections; (f) as soon as available, and in any event within one hundred twenty fifty (120150) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act Act, within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower and/or any Guarantor with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) 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, Seven One Hundred Fifty Thousand Dollars ($750,000.00100,000.00) or more; and (lj) promptly, from time to time, such other financial information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Borrowing Base Report (and any schedules related thereto) (i) with each request for an Advance, (ii) if thereto and including any other information requested by Bank, in its sole discretion, no later than Friday of each week, and (iiiBank with respect to Co-Borrowers’ Accounts) within (A) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quartermonth; (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been madeas soon as available, or (ii) but no later than thirty (30) days after the last day of each quartermonth, a company prepared consolidated balance sheet and income statement covering Co-Borrowers’ consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice datethe “Monthly Financial Statements”), transaction reports, sell through report, and general ledger; (c) as soon as available, but no later than forty-five (i45) days after the last day of each fiscal quarter, a company prepared consolidated and consolidating balance sheet and income statement covering Co-Borrowers’ consolidated and consolidating operations for such quarter certified by a Responsible Officer and in a form acceptable to Bank; (d) within thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been madeand together with the Monthly Financial Statements, or a duly completed Compliance Certificate signed by a Responsible Officer; (iie) within forty-five (45) days after the last day of each quarter, a company prepared consolidated balance sheet an updated corporate structure chart reflecting Co-Borrowers’ Subsidiaries and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”)Excluded Subsidiaries; (df) within sixty (i) thirty (3060) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as earlier of the end of such month or quarter, as applicable, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) no later than the last Business Day of February of each fiscal year of BorrowerCo-Borrowers or approval by Co-Borrowers’ Board of Directors, (Ai) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directorsCo-Borrowers, and (Bii) annual financial projections for the following fiscal year (on a quarterly basis) ), in each case as approved by Borrower’s board the Board of directorsDirectors, together with any related business forecasts used in the preparation of such annual financial projections; (fg) as soon as available, and in any event within one hundred twenty eighty (120180) days following the end of Borrower’s Co-Borrowers’ fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a qualification as with respect to going concernconcern qualification solely related to Co-Borrowers’ liquidity) on the financial statements from an independent certified public accounting firm reasonably acceptable to BankBank in its reasonable discretion; (gh) in the event that a Co-Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by such Co-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 such Co-Borrower posts such documents, or provides a link thereto, on Co-Borrower’s website on the Internet internet at such Co-Borrower’s website address; provided, however, such Co-Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (i) within five (5) days of delivery, copies of all statements, reports and notices made externally available to each Co-Borrower’s security holders or to any holders of Subordinated Debt, in each case not in their roles as management or board member of any Co-Borrower; (j) prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) prompt report of any legal actions pending or threatened in writing against a Co-Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to such Co-Borrower or any of its Subsidiaries of, individually or in the aggregate, Seven Three Hundred Fifty Thousand Dollars ($750,000.00350,000) or more; (k) within one (1) Business Day of the occurrence of any “Subject Action” (as such term is defined in the GS Guaranty and the DB Guaranty) or any claim that a Subject Action has occurred, a report and description of such Subject Action; (l) prompt written notice of any changes to the beneficial ownership information set out in item 13 of the Perfection Certificate. Co-Borrowers understand and acknowledge that Bank relies on such true, accurate and up-to-date beneficial ownership information to meet Bank’s regulatory obligations to obtain, verify and record information about the beneficial owners of its legal entity customers; and (lm) promptly, from time to time, such other financial information regarding Co-Borrowers or compliance with the terms of any Loan Documents as reasonably requested by Bank.”

Financial Statements, Reports, Certificates. Provide Bank (a) Alphatec shall provide each Lender with the following: (ai) within twenty (20) days after the end of each month, (A) a Transaction Report (and any schedules related thereto) (i) with each request if there are no loan balances outstanding under the Revolving Line for an Advancethe preceding calendar month), (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and (iii) within (A) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quarter; (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quarter, (A) monthly accounts receivable agings, aged by invoice date, (BC) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (CD) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, reports and general ledger;, (E) monthly perpetual inventory reports for Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) or such other inventory reports as are requested by Lenders in their good faith business judgment; (F) a deferred revenue schedule; and (G) a report of the location, holders and value of all Consigned Collateral. (cii) as soon as available, but no later than (i) and in any event within thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been mademonth, or (ii) forty-five (45) days after the last day monthly unaudited financial statements of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”)Alphatec; (diii) within (i) thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statements, quarter a duly completed quarterly Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicable, Borrower was Borrowers were in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may Lenders shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks, and a calculation of the financial covenants set forth in Section 6.8 below; (eiv) no later than the last Business Day more frequent of February weekly, by Monday of the following week, or with each request for a Revolving Advance when there are loan balances outstanding under the Revolving Line for the preceding calendar month, a Transaction Report (and any schedules related thereto); (v) within sixty (60) days after the beginning of each fiscal year of BorrowerBorrowers, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming such fiscal year of Borrower as approved by Borrower’s board of directorsBorrowers, and (B) annual financial projections for the following such fiscal year (on a quarterly basis) as approved by Borrower’s board of directors), together with any related business forecasts used in the preparation of such annual financial projections; in each case, as approved by each Borrower’s board of directors and provided to Borrowers’ equity investors; (fvi) as soon as available, and in any event within one hundred twenty eighty (120180) days following the end of BorrowerAlphatec’s fiscal year, audited consolidated annual financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an of, independent certified public accounting firm reasonably accountants acceptable to Bank;Lenders; and (gvii) a prompt report of any legal actions pending or threatened in the event writing against a Borrower or any Subsidiary that could result in damages or costs to a Borrower becomes subject to the reporting requirements under the Exchange Act within or any Subsidiary of Five Hundred Thousand Dollars ($500,000) or more. (b) Parent shall provide each Lender with, as soon as available, but no later than five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower after filing with the SECSecurities Exchange Commission, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchangeParent’s 10K, or distributed to its shareholders10Q, as the case may be. Documents and 8K reports; Parent’s 10K, 10Q, and 8K reports 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, hereto shall be deemed to have been delivered on the date on which Borrower Parent posts such documents, report or provides a link thereto, thereto on BorrowerParent’s or another website (including ▇▇▇.▇▇▇.▇▇▇) on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereofInternet. (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) 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, Seven Hundred Fifty Thousand Dollars ($750,000.00) or more; and (l) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. (a) Provide Bank with the following: (a) monthly, within thirty (30) days after the end of each month, or weekly if Borrower’s Net Cash is below the Asset-Based Threshold and any Obligations are outstanding, a Transaction Report (and any schedules related thereto) in the form attached hereto as Exhibit B, signed by a Responsible Officer; (i) with each request for an Advance, (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and (iiib) within (A) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quarter; (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quartermonth, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, reports and general ledger; (c) as soon as available, but no later than (i) and in any event within thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been mademonth, or (ii) forty-five (45) days after the last day of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”)monthly unaudited financial statements; (d) within (i) thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statements, a duly completed monthly Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) no later than within sixty (60) days after the last Business Day of February end of each fiscal year of Borrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; (f) as soon as available, and in any event within one hundred twenty (120) 120 days following the end of Borrower’s fiscal year, audited consolidated annual financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an of, independent certified public accounting firm reasonably accountants acceptable to Bank;; and (gb) in In the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, provide the Bank within five (5) days of after filing, copies of all periodic reports on Form 10-K, 10-Q and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise 8-K filed with the SEC) may be delivered electronically Securities and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, Exchange Commission or provides a link thereto, thereto on Borrower’s or another website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereofInternet. (ic) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) Provide prompt written notice of (i) the registration of any material change application filed by Borrower in the composition of the Intellectual PropertyUnited States Patent Trademark Office for a patent, or to register a trademark or service ▇▇▇▇ or (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and. (kd) prompt report Bank may conduct a field examination two times per year, or more frequently if a Default or Event of any legal actions pending Default has occurred 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, Seven Hundred Fifty Thousand Dollars ($750,000.00) or more; and (l) other financial information reasonably requested by Bankis continuing.

Financial Statements, Reports, Certificates. Provide Bank with Borrower shall deliver the following: following to Lender: (a) a Transaction Report (and as soon as available, but in any schedules related thereto) (i) with each request for an Advance, (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and (iii) event within (A) thirty (30) days after the end of each month calendar month, company prepared financial statements including a cash flow statement, income statement and balance sheet for the period reported, and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after substantially the last day form of each quarter; Exhibit F hereto; (b) as soon as available, but in any event within one hundred and twenty (i) thirty (30120) days after the end of each month Borrower’s fiscal year commencing with the year ending December 31, 2016, audited consolidated financial statements of Borrower prepared by Borrower in which Advances are outstanding or accordance with GAAP, consistently applied, such financial statements to be audited by an Advance request has been made, or (ii) thirty (30) days after the last day of each quarter, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, and general ledger; independent certified public accounting firm reasonably acceptable to Lender; (c) as soon as available, but in any event no later than (i) the earlier to occur of thirty (30) days after following the last day beginning of each month in which Advances are outstanding fiscal year or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”); (d) within (i) thirty (30) days after following the last day date of each month in which Advances are outstanding or approval by Borrower’s board of directors, an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicable, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) no later than the last Business Day of February of each fiscal year of Borrower, (A) annual operating budgets budget and financial projections (including income statements, balance sheets and cash flow statements, by quarter) for the upcoming such fiscal year of Borrower year, presented in a quarterly format, as approved by Borrower’s board of directors, and ; (Bd) annual financial projections for the following fiscal year copies (or limited on a quarterly basisline viewing access) as approved by of Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; (f) bank statements delivered monthly as soon as available, and in any event within one hundred twenty (120) days practicably available following the end first day of Borrower’s fiscal yearthe month reflecting the prior ninety days of activity, audited consolidated financial statements prepared under GAAPfrom all institutions, consistently applied, together with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (g) whether or not in the event that U.S., where Borrower becomes subject to the reporting requirements under the Exchange Act within five maintains deposit or securities accounts; (5e) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (i) within five (5) days of delivery, copies of all material statements, reports and notices made available sent quarterly by Borrower to its security holders which shall include current financial statements; (f) all information filed with the Securities and Exchange Commission (“SEC”) promptly after filing with the SEC; provided that posting of such information on the Borrower’s security holders or to any holders website shall constitute delivery for purposes of Subordinated Debt; this clause (jf); (g) prompt written promptly upon receipt of notice of (i) any material change in the composition of the Intellectual Propertythereof, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) prompt a 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, Seven Hundred Fifty Thousand Dollars Borrower; and ($750,000.00h) or more; and (l) such other financial information reasonably requested by BankLender and mutually agreed to by Borrower, as Lender may reasonably request from time to time.

Financial Statements, Reports, Certificates. Provide Bank with the followingfollowing by submitting to the Financial Statement Repository or otherwise submitting to Bank: (a) a Transaction Report Borrowing Base Statement (and any schedules related thereto) thereto and including any other information requested by Bank with respect to Borrower’s Accounts), including, without limitation, details of Borrower’s recurring revenue, including, without limitation, total MRR and the Annualized Churn Rate, (i) with each request for an Advance, Advance and (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and (iii) within (A) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quartermonth; (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quartermonth, (Ai) monthly accounts receivable agings, aged by invoice date, (Bii) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (Ciii) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through and (iv) a Deferred Revenue report, and general ledger; (c) as soon as available, but no later than (i) within thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quartermonth, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (d) within (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible OfficerStatement, certifying confirming that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) no later than within thirty (30) days after the end of each month, a report in a form acceptable to Bank, detailing Borrower’s total MRR, Annualized Churn Rate, Existing Customer Accounts, CAC and LTV; (f) within thirty (30) days after the last Business Day of February day of each fiscal year of Borrower, and contemporaneously with any updates or amendments thereto, (Ai) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming then-current fiscal year of Borrower as approved by Borrower’s board of directors, and (Bii) annual financial projections for the following then-current fiscal year (on a quarterly basis) ), in each case as approved by Borrower’s board of directorsthe Board, together with any related business forecasts used in the preparation of such annual financial projections; (fg) as soon as available, and in any event within one hundred twenty eighty (120180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (gh) in the event that Borrower becomes subject to the reporting requirements under a Canadian securities exchange or the Exchange Act Act, 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 applicable exchange or the SEC, any Governmental Authority succeeding to any or all of the functions of the applicable exchange or the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) 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, Seven Hundred Fifty Thousand Dollars ($750,000.0050,000) or more; (k) promptly, from time to time, such other information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank; and (l) prompt written notice of any changes to the beneficial ownership information set out in Section 14 of the Perfection Certificate delivered to Bank on or about the Effective Date. Borrower understands and acknowledges that Bank relies on such true, accurate and up-to-date beneficial ownership information to meet Bank’s regulatory obligations to obtain, verify and record information about the beneficial owners of its legal entity customers. Any submission by Borrower of a Compliance Statement, a Borrowing Base Statement, or any other financial statement submitted to the Financial Statement Repository pursuant to this Section 6.2 or otherwise submitted to Bank shall be deemed to be a representation by Borrower that (i) as of the date of such Compliance Statement, Borrowing Base Statement, or other financial statement, the information reasonably requested and calculations set forth therein are true, accurate and correct, (ii) as of the end of the compliance period set forth in such submission, Borrower is in complete compliance with all required covenants except as noted in such Compliance Statement, Borrowing Base Statement, or other financial statement, as applicable, (iii) as of the date of such submission, no Events of Default have occurred or are continuing, (iv) all representations and warranties other than any representations or warranties that are made as of a specific date in Section 5 remain true and correct in all material respects as of the date of such submission except as noted in such Compliance Statement, Borrowing Base Statement, or other financial statement, as applicable, (v) as of the date of such submission, Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9, and (vi) as of the date of such submission, no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank.

Financial Statements, Reports, Certificates. Provide Bank with the followingfollowing by submitting to the Financial Statement Repository or otherwise submitting to Bank: (a) a Transaction Report (and any schedules related thereto) (i) with each request for an Advance, (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and (iii) within (A) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or a transaction report (B) thirty (30) days after the last day of each quarterand any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts); (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quartermonth, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, and general ledger; (c) as soon as available, but no later than thirty (i30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s and each of its Subsidiary’s operations for such month, in a form reasonably acceptable to Bank (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”); (d) within (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible OfficerStatement, certifying that confirming that, as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) as soon as available, but no later than the last Business Day earlier of February (i) thirty (30) days after the end of each fiscal year of Borrower or (ii) seven (7) days of approval of the same by Borrower’s Board, and within seven (7) days of any updates or amendments thereto, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming then-current fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following then-current fiscal year (on a monthly or quarterly basis) ), in each case as approved by Borrower’s board of directorsthe Board, together with any related business forecasts used in the preparation of such annual financial projections; (f) as soon as available, and in any event within one hundred twenty eighty (120180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than provided that such opinion may contain a qualification as to “going concern” qualification solely with respect to Borrower’s liquidity typical for venture-backed companies similar to Borrower) on the financial statements from an independent certified public accounting firm reasonably acceptable to BankBank (the “Annual Financial Statements”); provided however, if the Board does not require audited Annual Financial Statements for any fiscal year, then Borrower shall instead deliver CPA reviewed Annual Financial Statements for such fiscal year only; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act Act, then 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 internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as availableannually, but in no event later than two within thirty (230) Business Days days after approval by Borrower’s Board of Directors, any 409(A) valuation report prepared to establish the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity fair market value of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof.’s Common Stock; (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) 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, Seven Two Hundred Fifty Thousand Dollars ($750,000.00250,000) or more; and, and upon Bank’s reasonable request, provide updates regarding the status thereof; (lj) promptly, from time to time, such other financial information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank; (k) prompt written notice of any changes to the beneficial ownership information set out in Section 13 of the Perfection Certificate delivered to Bank on or about the Third Amendment Effective Date. Borrower understands and acknowledges that Bank relies on such true, accurate and up-to-date beneficial ownership information to meet Bank’s regulatory obligations to obtain, verify and record information about the beneficial owners of its legal entity customers. Any submission by Borrower of a Compliance Statement to the Financial Statement Repository pursuant to this Section 6.2 or otherwise submitted to Bank shall be deemed to be a representation by Borrower that (i) as of the date of such Compliance Statement, the information and calculations set forth therein are true, accurate and correct in all material respects, (ii) as of the end of the compliance period set forth in such submission, Borrower is in compliance in all material respects with all required covenants except as noted in such Compliance Statement, (iii) as of the date of such submission, no Events of Default have occurred or are continuing, (iv) all representations and warranties other than any representations or warranties that are made as of a specific date in Section 5 remain true and correct in all material respects as of the date of such submission except as noted in such Compliance Statement, (v) as of the date of such submission, Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9, and (vi) as of the date of such submission, no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank.

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the following: (ai) a Transaction Report (weekly and any schedules related thereto) (i) with at the time of each request for an Advance, Advance if there are any Hard Credit Extensions; otherwise within fifteen (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and (iii) within (A) thirty (3015) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quartermonth; (bii) within fifteen (i) thirty (3015) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quarter, month, (A) monthly accounts receivable agings, aged by invoice date, , (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and , (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, and general ledger;, (ciii) as soon as available, but no later than (i) and in any event within thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been mademonth, or (ii) forty-five (45) days after the last day of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”)monthly unaudited financial statements; (div) within (i) thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statements, a duly completed monthly Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (ev) no later than [omitted]; (vi) within thirty (30) days after the last Business Day of February end of each fiscal year of Borrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s 's board of directors, together with any related business forecasts used in the preparation of such annual financial projections;projections and (C) any interim updates thereof; and (fvii) as soon as available, and in any event within one hundred twenty (120) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank;[omitted]. (gb) in the event At all times that Borrower becomes is subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of after filing, copies of all periodic reports on Form 10-K, 10-Q and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise 8-K filed with the SEC) may be delivered electronically Securities and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, Exchange Commission or provides a link thereto, thereto on Borrower’s 's or another website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereofInternet. (ic) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt Prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyrightCopyright, including any subsequent ownership right of Borrower in or to any copyrightCopyright, patent Patent or trademark Trademark not previously disclosed shown in writing to Bankthe IP Security Agreement, and or (iii) Borrower’s 's knowledge of an event that could reasonably be expected to materially and adversely affect affects the value of the Intellectual Property; and (k) 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, Seven Hundred Fifty Thousand Dollars ($750,000.00) or more; and (l) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the followingfollowing written reports, and such other written reports with respect to Borrower (including budgets, sales projections, operating plans and other financial documentation), as Bank shall from time to time specify in its good faith business judgment: (ai) at the time of each Credit Extension, and in addition not less frequently than weekly, a Transaction Report; provided, however, that such Transaction Report shall be required on a monthly basis within fifteen (and any schedules related thereto) (i) with each request for an Advance, (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and (iii) within (A) thirty (3015) days after the end of each month (rather than on a weekly basis), so long as either (A) both (1) a Streamline Period is then in which Advances are outstanding or an Advance request effect, and (2) no Event of Default has been madeoccurred and is continuing, or (B) thirty both (301) a Streamline Period is then not in effect, and (2) no Advances are outstanding at all times within the past 30 days after (and, in the last day case of each quarterthis clause (B), as an additional condition precedent to Bank’s obligation to make the next Advance, Borrower shall deliver to Bank a current Transaction Report and written notice requesting such next Advance not less than 30 days (nor more than a number of days acceptable to Bank in its good faith business judgment) prior to the Funding Date of such new Advance); (bii) within fifteen (i) thirty (3015) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quarter, month: (A) monthly accounts receivable agings, aged by invoice date, ; (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and ; (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, and general ledger; and (D) monthly Deferred Revenue reports; (ciii) as soon as available, but no later than (i) and in any event within thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been mademonth, or (ii) forty-five (45) days after the last day of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”)monthly unaudited financial statements; (div) within (i) thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statements, a duly completed monthly Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (ev) no later than [intentionally omitted] (vi) within thirty (30) days prior to the last Business Day of February end of each fiscal year of Borrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (on a quarterly monthly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections;; and (fvii) as soon as available, and in any event within one hundred twenty (120) 180 days following the end of Borrower’s fiscal year, audited consolidated annual financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an of, independent certified public accounting firm reasonably accountants acceptable to Bank;. (gb) in the event At all times that Borrower becomes is subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of after filing, copies of all periodic reports on Form 10-K, 10-Q and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise 8-K filed with the SEC) may be delivered electronically Securities and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, Exchange Commission or provides a link thereto, thereto on Borrower’s or another website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereofInternet. (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) 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, Seven Hundred Fifty Thousand Dollars ($750,000.00) or more; and (l) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the following: (ai) a Transaction Report (and any schedules related thereto) (i) with bi-weekly and at the time of each request for an Advance, ; (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and within twenty-one (iii) within (A) thirty (3021) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quarter;month, (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quarter, (A) monthly accounts receivable agings, aged by invoice date, , (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and , (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, and general ledger, (D) monthly perpetual inventory reports for Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) or such other inventory reports (including, without limitation, a backlog/pipeline report) as are requested by Bank in its good faith business judgment; (ciii) as soon as available, but no later than (i) and in any event within thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been mademonth, or (ii) forty-five (45) days after the last day of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”)monthly unaudited financial statements; (div) within (i) thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statements, a duly completed monthly Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (ev) no later than [omitted]; (vi) within thirty (30) days after the last Business Day of February end of each fiscal year of Borrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following upcoming fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections;; and (fvii) as soon as available, and in any event within one hundred twenty (120) 180 days following the end of Borrower’s fiscal year, audited consolidated annual financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an of, independent certified public accounting firm reasonably accountants acceptable to Bank;. (gb) in the event At all times that Borrower becomes is subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of after filing, copies of all periodic reports on Form 10-K, 10-Q and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise 8-K filed with the SEC) may be delivered electronically Securities and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, Exchange Commission or provides a link thereto, thereto on Borrower’s or another website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereofInternet. (ic) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt Prompt written notice of (i) any material change in the composition of the Intellectual Propertyintellectual property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed to Bank in writing to Bankwriting, and or (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect affects the value of the Intellectual Property; and (k) 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, Seven Hundred Fifty Thousand Dollars ($750,000.00) or more; and (l) other financial information reasonably requested by Bankintellectual property.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) at all times that any Advances are outstanding, a Transaction Report (and any schedules related thereto) (i) with each request for an Advance, (ii) if requested by Bank, in its sole discretion, no later than Friday of each week; provided, however, that during a Streamline Period, provided no Event of Default has occurred and is continuing, such Transaction Report (iiiand any schedules related thereto) shall be required to be provided to Bank within (A) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quartermonth, rather than on a weekly basis; (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quartermonth, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, reports and general ledger; (c) as soon as available, but no later than (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quartermonth, a company prepared consolidated consolidating balance sheet and income statement covering Borrower’s consolidated and each of its Subsidiary’s operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (d) within (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) no later than within thirty (30) days after the last Business Day of February day of each fiscal year month, a consolidated statement of the cash balances maintained in each Foreign Deposit Account; (f) within ten (10) days of approval by the Board of Directors of Borrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; (fg) as soon as available, and in any event within one hundred twenty eighty (120180) days following the end of Borrower’s fiscal year, audited consolidated consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretion; (h) as soon as available, but no later than thirty (30) days following the end of Borrower’s fiscal year, company prepared consolidating financial statements covering Borrower’s and each of its Subsidiary’s operations for such fiscal year certified by a Responsible Officer and in a form acceptable to Bank; (gi) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (ij) within five (5) days of delivery, copies of all statements, reports and notices made generally available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) 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, Seven One Hundred Fifty Thousand Dollars ($750,000.00100,000) or more; and (l) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto) (i) with each request for an Advance, and (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and (iii) within (A) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quartermonth; (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quartermonth, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, and general ledgerledger and (D) monthly recurring revenue reports including income statements and calculation of the Annualized Churn Rate and MRR; (c) as soon as available, but no later than (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quartermonth, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and each of its Subsidiary’s operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (d) within (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) as soon as available, but no later than the last Business Day earlier of February (i) January 31st of each fiscal year of Borrower or (ii) within fifteen (15) days of approval of the same by Borrower’s board of directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; (f) as soon as available, and in any event within one hundred twenty eighty (120180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) 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, Seven One Hundred Fifty Thousand Dollars ($750,000.00100,000) or more; and; (lj) as soon as available, but no later than thirty (30) days after the same are completed, copies of any 409A valuation reports together with any reports, summaries and other documents accompanying such report; provided that the foregoing requirement shall be automatically waived by Bank at all times after Borrower completes the IPO and continues to be traded on a major United States stock exchange; (k) other financial information reasonably requested by Bank. Notwithstanding the foregoing, upon consummation of the IPO and so long as no Advances are outstanding, all monthly reporting requirements shall be due quarterly within forty five (45) days of the end of each calendar quarter.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto) (i) with each request for an Advance, (ii) if requested by Bank, in its sole discretion, no later than Friday of each weekweek when a Streamline Period is not in effect and there are outstanding Obligations in connection with Advances, and (iii) within (A) thirty (30) days after the end of each month (1) when a Streamline Period is in which Advances are outstanding or an Advance request has been made, effect or (B2) thirty (30) days after the last day of each quarterwhen a Streamline Period is not in effect and there are no outstanding Obligations in connection with Advances; (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been mademonth, or (ii) thirty (30) days after the last day of each quarteron a consolidated and consolidating basis with respect to Borrower and its Subsidiaries, (Ai) monthly accounts receivable agings, aged by invoice date, (Bii) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (Ciii) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through reportDeferred Revenue report (on a consolidated basis only), and general ledger; (c) as soon as available, but no later than (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quartermonth, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated 's and each of its Subsidiary's operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “"Monthly Financial Statements”"); (d) within (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, if requested by Bank in writing, a statement that at the end of such month there were no held checks; (e) as soon as available, but no later than the last Business Day of February of each fiscal year of Borrower, thirty (A30) annual operating budgets (including income statements, balance sheets and cash flow statements, by quarter) for the upcoming fiscal year of Borrower as approved days after approval by Borrower’s board of directors's Board, and (B) at least annually, annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors's Board and commensurate in form and substance with those provided to Borrower's venture capital investors, together with any related business forecasts used in the preparation of such annual financial plans and projections; (f) as soon as available, and in any event within one but no later than two hundred twenty seventy (120270) days following after the end last day of Borrower’s 's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an independent certified public accounting firm reasonably acceptable to BankBank in its reasonable discretion; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act Act, within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s 's website on the Internet at Borrower’s 's website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two provide Bank within thirty (230) Business Days days after the last day of each fiscal quartermonth and with each request for an Advance, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereofPurchase Order report. (i) at least annually, and within thirty (30) days after Board approval, any 409A valuation report prepared by or at the direction of Borrower; (j) within five (5) days of delivery, copies of all statements, reports and notices made available to all of Borrower’s 's security holders or to any holders of Subordinated Debt; (j) prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) 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, Seven Five Hundred Fifty Thousand Dollars ($750,000.00500,000.00) or more; and (l) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the following: (a) a Transaction Report (and any schedules related theretoi) (iA) with bi-weekly, and (B) upon each request for an Advancea Credit Extension, a Transaction Report; (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and (iii) within (A) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quarter; (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quartermonth, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) (x) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction Transaction Reports, and such portion of the general ledger as Bank may reasonably request, and (y) to the extent requested by Bank in its good faith business judgment, monthly Deferred Revenue reports, sell through reportdetailed backlog reports and bookings reports, in each case prepared by Borrower in a manner consistent with past practices, and general ledger(D) monthly perpetual inventory reports prepared in accordance with GAAP or such other inventory reports as are requested by Bank in its good faith business judgment; (ciii) as soon as available, but no later than (i) and in any event within thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been mademonth, or (ii) forty-five (45) days after the last day of each quarter, a company prepared monthly unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”)consolidating financial statements; (div) within (i) thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statements, a duly completed monthly Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (ev) no later than as soon as available, and in any event within forty-five (45) days after the last Business Day end of February each fiscal quarter of Borrower, quarterly consolidated unaudited financial statements; (vi) within sixty (60) days after the end of each fiscal year of Borrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming fiscal year of Borrower Borrower, as approved by Borrower’s board of directors, and (B) annual such additional financial projections for the following fiscal year (on a quarterly basis) as approved may be requested by Borrower’s board of directors, together with any related Bank in its good faith business forecasts used in the preparation of such annual financial projectionsjudgment; (fvii) as soon as available, and in any event within one hundred twenty (120) days following the end of Borrower’s fiscal year, audited annual consolidated financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion (other than a qualification as with respect to going concern) on the consolidated financial statements from an statements, of independent certified public accounting firm accountants reasonably acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (iviii) within five (5) days of delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, in their respective capacity as such; (jix) prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could would reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregateindividually, Seven Five Hundred Fifty Thousand Dollars ($750,000.00500,000) or in the aggregate One Million Dollars ($1,000,000) or more; andThe items specified in clauses (v), (vii) and (viii) shall be deemed delivered by sending a copy to the Bank or by timely filing such items with the SEC, or a link thereto or a copy thereof on borrower’s or another website on the Internet. Notwithstanding the foregoing, during a Streamline Period, provided no Event of Default has occurred and is continuing, Borrower shall be required to provide Bank with the Transaction Reports required pursuant to clause (a)(i)(A) above monthly, within thirty (30) days after the end of each month. In any event, Borrower may provide Bank with an updated Transaction Report at any time in its sole discretion; (lb) other financial information In the event that Borrower is or becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days after filing, all reports on Form 10-K, 10-Q and 8-K filed with the SEC or a link thereto or copy thereof on Borrower’s or another website on the Internet. (c) (i) quarterly written notice of any material change in the composition of the Intellectual Property, (ii) quarterly written notice of the registration of any Copyright (including any subsequent ownership right of Borrower in or to any Copyright), Patent or Trademark not previously disclosed to Bank, or (iii) notice of Borrower’s knowledge of an event that would reasonably requested by Bankbe expected to have a material adverse effect on the value of the Intellectual Property.

Financial Statements, Reports, Certificates. Provide Bank Deliver to Agent, with the followingcopies to each Lender: (a) a Transaction Report (and any schedules related thereto) (i) with each request for an Advance, (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and (iii) within (A) thirty (30) 45 days after the end of each quarter during each of Borrower’s fiscal years, (i) an unaudited consolidated balance sheet, income statement, and statement of cash flow covering Borrower’s and its Subsidiaries’ operations during such period and for the three month in which Advances are outstanding or an Advance request has been madeperiod then ended, or and (Bii) thirty (30) days after the last day of each quarter;a Compliance Certificate, (b) within (i) thirty (30) 120 days after the end of each month in which Advances are outstanding or an Advance request has been madeof Borrower’s fiscal years, (i) consolidated financial statements of Borrower and its Subsidiaries for each such fiscal year, or audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications (ii) thirty (30) days after the last day of each quarter, including any (A) monthly accounts receivable agings, aged by invoice date, “going concern” or like qualification or exception (B) monthly accounts payable agings, aged by invoice date, and outstanding except to the extent that such qualification or held check registers, if any, and (C) monthly reconciliations exception is due solely to the fact that the Term Loan Maturity Date at the time of accounts receivable agings (aged by invoice date), transaction reports, sell through report, and general ledger; (c) as soon as available, but no later than (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable audit is scheduled to Bank (the “Financial Statements”); (d) occur within (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as twelve months of the end of such month or quarterfiscal year), as applicable, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) no later than the last Business Day of February of each fiscal year of Borrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quarter) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for qualification or exception as to the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation scope of such annual audit, or (C) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 7.18), by such accountants to have been prepared in accordance with GAAP (such audited financial projections;statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants’ letter to management), and (fii) as soon as available, and in any event a Compliance Certificate, (c) within one hundred twenty (120) 31 days following after the end start of each of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filingyears, copies of all periodic Borrower’s Projections, in form (including as to scope) satisfactory to Agent, in its Permitted Discretion, for the forthcoming fiscal year, month by month, certified by the chief financial officer of Borrower as being such officer’s good faith estimate of the financial performance of Borrower during the period covered thereby, (d) if and other when filed by Borrower, (i) Form 10-Q quarterly reports, proxy statements Form 10-K annual reports, and Form 8-K current reports, and (ii) any other materials filed filings made by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents;, (he) as soon as availablepromptly, but in no any event later than two within 5 days after a senior officer of Borrower has knowledge of any event or condition that constitutes a Default or an Event of Default, notice thereof and a statement of the curative action that Borrower proposes to take with respect thereto (2if any), (f) Business Days promptly after the last day of each fiscal quartercommencement thereof, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at but in any time from and event within 5 days after the Effective Date (irrespective service of whether it is the last day process with respect thereto on Borrower or any of a fiscal quarter or otherwise)its Subsidiaries, the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (i) within five (5) days of delivery, copies of all statementsactions, reports and notices made available to Borrower’s security holders suits, or to any holders of Subordinated Debt; (j) prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in proceedings brought by or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that before any Governmental Authority which reasonably could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries ofa Material Adverse Change, individually or in the aggregate, Seven Hundred Fifty Thousand Dollars ($750,000.00) or more; and (lg) upon the request of Agent, any other financial information reasonably requested by Bankrelating to the financial condition of Borrower or its Subsidiaries. In addition, Borrower agrees that no Subsidiary of Borrower will have a fiscal year different from that of Borrower. Borrower also agrees to cooperate with Agent to allow Agent to consult with its independent certified public accountants if Agent reasonably requests the right to do so and that, in such connection, its independent certified public accountants are authorized to communicate with Agent and to release to Agent whatever financial information concerning Borrower or its Subsidiaries that Agent reasonably may request.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) Weekly accounts receivable agings and reconciliations, aged by invoice date, and accounts payable agings, and transaction reports, together with a Transaction Report (and any schedules related thereto) (i) with each request for an AdvanceBorrowing Base Certificate in the form of Exhibit B attached hereto, (ii) if requested by Bank, in its sole discretion, no later than Friday delivered to Bank on the last day of each week, and (iii) within (A) thirty (30) days after the end of each month in which Advances as long as Revolving Loans are outstanding or and each time an Advance request has been is made, or (B) if in a Streamline Period, then no later than thirty (30) days after the last day of each quartermonth, provided that Borrower gives Bank thirty (30) days’ notice to request an Advance; (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been madeas soon as available, or (ii) but no later than thirty (30) days after the last day of each quarter, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, and general ledger; (c) as soon as available, but no later than (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quartermonth, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (dc) within (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (ed) no later than within thirty-one (31) days after the last Business Day of February end of each fiscal year of Borrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quarter) financial projections in the form provided to Borrower’s investors for the upcoming such fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections;directorss; and (fe) as soon as available, and in any event within one hundred twenty (120) 180 days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank;Bank in its reasonable discretion. (gf) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall ; (g) promptly notify inform Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as availableclaim, but in no event later than two (2) Business Days after the last day of each fiscal quarterproceeding, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter litigation or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt written notice of (i) any material change investigation in the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) prompt report of any legal actions pending or future threatened in writing or instituted against Borrower or involving any of its Subsidiaries single claim that could can reasonably be expected to result in damages liability in excess of $250,000, or costs to Borrower or any of its Subsidiaries of, individually or $500,000 in the aggregate, Seven Hundred Fifty Thousand Dollars ($750,000.00) or more; and (lh) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto) (i) with each request for an Advance, (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, week when a Streamline Period is not in effect and (iiiii) within (A) thirty (30) days after the end of each month when a Streamline Period is in which Advances are outstanding or an Advance request has been madeeffect, or a Borrowing Base Report (B) thirty (30) days after the last day of each quarterand any schedules related thereto and including any other information requested by Bank with respect to Co-Borrowers’ Accounts); (b) within (i) no later than Friday of each week when a Streamline Period is not in effect and (ii) within thirty (30) days after the end of each month when a Streamline Period is in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quartereffect, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, Deferred Revenue report and general ledger; (c) as soon as available, but (i) no later than Friday of each week when a Streamline Period is not in effect and (iii) within thirty (30) days after the last day end of each month when a Streamline Period is in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quartereffect, a company prepared consolidated balance sheet and income statement covering Borrower’s Co-Borrowers’ consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (d) within (i) no later than Friday of each week when a Streamline Period is not in effect and (ii) within thirty (30) days after the last day end of each month when a Streamline Period is in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statementseffect, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quartermonth, as applicable, Borrower was Co-Borrowers were in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) no later than thirty (30) days after the last Business Day of February end of each fiscal year of BorrowerCo-Borrowers, and contemporaneously with any updates or amendments thereto, (Ai) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directorsCo-Borrowers, and (Bii) annual financial projections for the following fiscal year (on a quarterly basis) ), in each case as approved by Borrower’s board of directorsthe Board, together with any related business forecasts used in the preparation of such annual financial projections; (f) as soon as available, and in any event within but no later than one hundred twenty eighty (120180) days following after the end last day of Co-Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than except for a qualification as to “going concern” qualification based solely on Co-Borrower’s liquidity) on the financial statements from an independent certified public accounting firm reasonably acceptable to BankBank (Bank acknowledges that Co-Borrower’s current independent accounting firm as of the Effective Date, PWC, is acceptable to Bank as of the Effective Date); (g) in the event that any Co-Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days Business Days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower Co-Borrowers 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 Co-Borrowers post such documents, or provides provide a link thereto, on Borrower’s Co-Borrowers’ website on the Internet internet at Borrower’s Co-Borrowers’ website address; provided, however, Borrower Co-Borrowers shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (i) within five (5) days Business Days of delivery, copies of all statements, reports and notices made available to such Co-Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) prompt report of any legal actions pending or threatened in writing against Co-Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to Co-Borrower or any of its Subsidiaries of, individually or in the aggregate, Seven Five Hundred Fifty Thousand Dollars ($750,000.00500,000) or more; and (lj) promptly, from time to time, such other financial information regarding Co-Borrowers or compliance with the terms of any Loan Documents as reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (including sales, credit memos, collections journals, other Collateral adjustments, and any schedules related thereto) ), (i) with each request for an Advance, (ii) if requested by Bank, in its sole discretionthe event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than Friday of each week, and twenty (iii) within (A) thirty (3020) days after the end of each month and (ii) in which Advances are outstanding or an Advance request has been madeall other cases, or (B) thirty (30) days after the last day of each quarteron a weekly basis; (b) within twenty (i) thirty (3020) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quartermonth, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, reports and general ledger, and (D) monthly perpetual inventory reports for Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) or such other inventory reports as are requested by Bank in its good faith business judgment; (c) as soon as available, but no later than (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quartermonth, a company prepared consolidated consolidating balance sheet and income statement covering Borrower’s consolidated and each of its Subsidiary’s operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (d) within (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) no later than within thirty (30) days after the last Business Day of February end of each fiscal year of BorrowerBorrower or more frequently as updated, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; (f) as soon as available, and in any event within one hundred twenty (120) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an independent certified public accounting firm reasonably acceptable to BankBank in its reasonable discretion; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, including without limitation all reports on Form 10-K, 10-Q and 8-K, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (ji) prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed shown in writing to Bankthe IP Security Agreement or any addendum thereto, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and; (kj) 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, Seven Hundred Fifty Thousand Dollars ($750,000.0050,000) or more; and (lk) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto) (i) with each request for an Advance, (ii) bi-monthly, on the fifteenth (15th) (or the immediately following Business Day if requested by Bank, in its sole discretion, no later than Friday the 15th is not a Business Day) and the last Business Day of each weekmonth when a Streamline Period is not in effect, and (iii) within (A) thirty (30) days after the end of each month when a Streamline Period is in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quartereffect; (b) within (i) thirty (30) days after the end last day of each month in which Advances are outstanding or an Advance request has been madeending April 30th, or July 31st, October 31st and January 31st, and (ii) thirty forty-five (3045) days after the last day of each quartermonth (other than the months ending April 30th, July 31st, October 31st and January 31st), (Ax) monthly accounts receivable agings, aged by invoice date, (By) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (Cz) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, and general ledger; (c) as soon as available, but no later than within (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been madeending April 30th, or July 31st, October 31st and January 31st, and (ii) forty-five (45) days after the last day of each quartermonth (other than the months ending April 30th, July 31st, October 31st and January 31st), a company prepared prepared, unaudited, consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (d) within (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been madeending April 30th, or July 31st, October 31st and January 31st, and (ii) forty-five (45) days after the last day of each quartermonth (other than the months ending April 30th, July 31st, October 31st and January 31st), and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) within forty-five (45) days after Board approval, but at least annually by no later than the last Business Day of February March 15th of each fiscal year of Borrowerand contemporaneously with any updates or changes thereto, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directorsBoard, together with any related business forecasts used in the preparation of such annual financial projections; (f) as soon as available, and in any event within one hundred twenty eighty (120180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five ten (510) days Business Days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (i) within five (5) days of delivery, copies of all material statements, reports and notices made available to all of Borrower’s (a) security holders or to any and (b) holders of Subordinated Debt; (j) prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) 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, Seven Two Hundred Fifty Thousand Dollars ($750,000.00250,000.00) or more; and (lj) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the following: (a) a Transaction Report (and any schedules related theretoi) (iA) with weekly, and (B) upon each request for an Advancea Credit Extension, a Transaction Report; (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and within twenty (iii) within (A) thirty (3020) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quarter; (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quartermonth, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, Deferred Revenue report and general ledger; (ciii) as soon as available, but no later than (i) and in any event within thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been mademonth, or (ii) forty-five (45) days after the last day of each quartermonthly unaudited financial statements including balance sheet, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”)statement of cash flows; (div) within (i) thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statements, a duly completed monthly Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (ev) no later than the last Business Day earlier to occur of February (i) fifteen (15) days following approval by Borrower’s board of directors and (ii) January 31st of each fiscal year of Borroweryear, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; (fvi) as soon as available, and in any event within one hundred twenty fifty (120150) days following the end of Borrower’s fiscal year, annual audited consolidated financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an of, independent certified public accounting firm reasonably accountants acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (ivii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (jviii) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00) or more; Notwithstanding the foregoing, during a Streamline Period, provided no Event of Default has occurred and is continuing, Borrower shall be required to provide Bank with the reports and schedules required pursuant to clause (a)(i)(A) above monthly, within twenty (20) days after the end of each month. (b) In the event that Borrower is or becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days after filing, all reports on Form 10-K, 10-Q and 8-K filed with the SEC or a link thereto on Borrower’s or another website on the Internet. (c) Borrower shall provide Bank with prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, Copyright (including any subsequent ownership right of Borrower in or to any copyrightCopyright), patent Patent or trademark Trademark not previously disclosed in writing to Bank, and or (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect affects the value of the Intellectual Property; and (k) 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, Seven Hundred Fifty Thousand Dollars ($750,000.00) or more; and (l) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank with the following: Borrower shall deliver to Collateral Agent: (a) a Transaction Report (and as soon as available, but in any schedules related thereto) (i) with each request for an Advance, (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and (iii) event within (A) thirty (30) days after the end of each month in which Advances are outstanding 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 an Advance request has been madechief financial officer (each, or (B) thirty (30) days after the last day of each quarter; a “Responsible Officer”); (b) as soon as available, but in any event within one hundred eighty (i) thirty (30180) days after the end of each month Borrower’s fiscal year, audited financial statements of Borrower prepared in which Advances are outstanding accordance with GAAP, together with an unqualified opinion on such financial statements of a nationally recognized or an Advance request has been madeother independent public accounting firm reasonably acceptable to Lenders; provided that, or (ii) thirty (30) days after such audited financial statements for the last day of each quarterfiscal years ending 2012 and 2013 shall not be required until December 31, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, 2014; and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, and general ledger; (c) as soon as available, but no later than (i) in any event within thirty (30) days after the last day first to occur of each month in which Advances are outstanding or an Advance request has been made, (1) the end of borrower’s fiscal year or (ii2) forty-five (45) days after the last day date of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations board of directors’ adoption, Borrower’s operating budget and plan for such month or quarter, as applicable, certified by a Responsible Officer the next fiscal year; and in a form acceptable to Bank (the “Financial Statements”); (d) within such other financial information as any Lender may reasonably request from time to time. From and after such time as Borrower becomes a publicly reporting company, promptly as they are available and in any event: (ix) thirty (30) days at the time of filing of Borrower’s Form 10-K with the Securities and Exchange Commission after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicable, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) no later than the last Business Day of February of each fiscal year of Borrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quarter) for the upcoming fiscal year financial statements of Borrower as approved by filed with such Form 10-K; and (y) at tl1e time of filing of Borrower’s board of directors, Form 10-Q with the Securities and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; (f) as soon as available, and in any event within one hundred twenty (120) days following Exchange Commission after the end of each of the first three fiscal quarters of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (g) in the event that of Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00)Form 10-Q. In addition, Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. Lenders (i) within five (5) days of deliverypromptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; (j) prompt written notice of (i) any material change in the composition of the Intellectual Property, holders; and (ii) the registration immediately upon receipt of any copyrightnotice thereof, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) prompt a report of any material legal actions pending or threatened in writing against Borrower or the commencement of any of its Subsidiaries action, proceeding or governmental investigation involving Borrower is commenced that could is reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Seven One Hundred Fifty Thousand Dollars ($750,000.00) or more; and (l) other financial information reasonably requested by Bank150,000).

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the following: (a) a Transaction Report (and any schedules related theretoi) (iA) with weekly, and (B) upon each request for an Advancea Credit Extension, a Transaction Report; (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and within fifteen (iii) within (A) thirty (3015) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quarter; (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quartermonth, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, deferred revenue report and general ledger;, (ciii) as soon as available, but no later than (i) and in any event within thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been mademonth, or (ii) forty-five (45) days after the last day of each quarter, a company monthly management prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”)unaudited financial statements; (div) within (i) thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statements, a duly completed monthly Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (ev) no later than as soon as available, and in any event within forty-five (45) days after the last Business Day end of February each fiscal quarter of Borrower, quarterly consolidated and consolidating management prepared unaudited financial statements; (vi) within sixty (60) days prior to the end of each fiscal year of Borrower, annual financial projections for the following fiscal year (Aon a quarterly basis), together with any related business forecasts used in the preparation of such annual financial projections; and within sixty (60) days after the end of each fiscal year of Borrower, annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming current fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; (fvii) as soon as available, and in any event within one hundred twenty (120) days following the end of Borrower’s fiscal year, audited annual consolidated and consolidating financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an of, independent certified public accounting firm reasonably accountants acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (iviii) within five (5) days of delivery, copies of all statements, reports and notices notices, if any, made available to Borrower’s security holders or to any holders of Subordinated Debt; (jix) prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) a 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, Seven Five Hundred Fifty Thousand Dollars ($750,000.00500,000) or more; andNotwithstanding the foregoing, provided no Event of Default has occurred and is continuing, Borrower shall be required to provide Bank with the reports and schedules required pursuant to clause (a)(i) (A) above monthly, within thirty (30) days after the end of each month. (lb) other financial information reasonably requested by BankWithin five (5) days after filing, all reports on Form 10-K, 10-Q and 8-K filed with the SEC or a link thereto on Borrower’s or another website on the Internet.

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the following: (ai) a A Transaction Report (and any schedules related thereto) (i) with each request for an Advance, (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and (iii) within as follows: (A) thirty At all times that the Liquidity Ratio Threshold is in effect: within fifteen (3015) days after the end of each month in which Advances are outstanding or and at the time of each request for an Advance request has been made, or Advance; and (B) thirty (30) days after At all times that the last day Liquidity Ratio Threshold is not in effect: weekly and at the time of each quarterrequest for an Advance; (bii) within fifteen (i) thirty (3015) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quarter, month: (A) monthly accounts receivable agings, aged by invoice date, , (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, reports and general ledger;, and (cD) [Omitted] (iii) as soon as available, but no later than (i) and in any event within thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been mademonth, or (ii) forty-five (45) days after the last day of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”)monthly unaudited financial statements; (div) within (i) thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statements, a duly completed monthly Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this AgreementAgreement (or describing any non-compliance), and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (ev) no later than [Omitted]; (vi) within seventy-five (75) days after the last Business Day of February beginning of each fiscal year of Borrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by fiscal quarter) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections;; and (fv) as soon as available, and in any event within one hundred twenty (120) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank;[Omitted]. (gb) in the event At all times that Borrower becomes is subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of after filing, copies of all periodic reports on Form 10-K, 10-Q and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise 8-K filed with the SEC) may be delivered electronically Securities and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, Exchange Commission or provides a link thereto, thereto on Borrower’s or another website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereofInternet. (ic) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt Prompt written notice of (i) any material change in the composition of the Intellectual Propertyintellectual property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed shown in writing to Bank, and the IP Security Agreement or (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect affects the value of the Intellectual Property; and (k) 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, Seven Hundred Fifty Thousand Dollars ($750,000.00) or more; and (l) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank with the followingfollowing by posting to the Financial Statement Repository: (a) a Transaction Report Borrowing Base Statement (and any schedules related thereto) (i) with each request for an Advance, (ii) if thereto and including any other information requested by BankBank with respect to Borrower’s Accounts, in its sole discretionincluding, no later than Friday of each weekwithout limitation, Borrower’s Cash Collections and (iiirevenue) within (A) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quartermonth; (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quartermonth, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, reports and general ledger; (c) as soon as available, but no later than (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quartermonth, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (d) within (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible OfficerStatement, certifying confirming that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) no later than as soon as available, at least annually, within the earlier of (i) sixty (60) days following the last Business Day day of February of each Borrower’s fiscal year of Borrowerand (ii) ten (10) days following approval by the Board, and contemporaneously with any updates or amendments thereto, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quarter) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directorsmonth), and (B) annual financial projections for the following fiscal year (on a quarterly basis) ), in each case as approved by Borrower’s board of directorsthe Board, together with any related business forecasts used in the preparation of such annual financial projections; (f) as soon as available, and in any event within one two hundred twenty seventy (120270) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five ten (510) days Business 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 internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two within ten (210) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (ji) prompt written notice of (i) any material change changes to the beneficial ownership information set out in the composition Section 14 of the Intellectual PropertyPerfection Certificate. Borrower understands and acknowledges that Bank relies on such true, (ii) accurate and up-to-date beneficial ownership information to meet Bank’s regulatory obligations to obtain, verify and record information about the registration beneficial owners of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; andits legal entity customers; (kj) 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, Seven One Hundred Fifty Thousand Dollars ($750,000.00100,000.00) or more; and (lk) promptly, from time to time, such other financial information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank. Any submission by Borrower of a Compliance Statement, a Borrowing Base statement or any other financial statement submitted to the Financial Statement Repository pursuant to this Section 6.2 or otherwise submitted to Bank shall be deemed to be a representation by Borrower that (a) as of the date of such Compliance Statement, Borrowing Base Statement or other financial statement, the information and calculations set forth therein are true, accurate and correct, (b) as of the end of the compliance period set forth in such submission, Borrower is in complete compliance with all required covenants except as noted in such Compliance Statement, Borrowing Base Statement or other financial statement, as applicable; (c) as of the date of such submission, no Events of Default have occurred or are continuing; (d) all representations and warranties other than any representations or warranties that are made as of a specific date in Article 5 remain true and correct in all material respects as of the date of such submission except as noted in such Compliance Statement, Borrowing Base Statement or other financial statement, as applicable; (e) as of the date of such submission, Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9; and (f) as of the date of such submission, no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto) (i) with each request for an Advance, and (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and (iii) within (A) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quartermonth; (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quartermonth, (Ai) monthly accounts receivable agings, aged by invoice date, (Bii) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (Ciii) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, Deferred Revenue report and general ledger; (c) as soon as available, but no later than (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quartermonth, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (d) within (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) no later than within thirty (30) days after the last Business Day of February end of each fiscal year of Borrower, and more frequently as updated, (Ai) annual operating budgets (including income statements, balance sheets and cash flow statements, by quarter) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (Bii) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board Board of directorsDirectors, together with any related business forecasts used in the preparation of such annual financial projections; (f) as soon as available, and in any event within one hundred twenty fifty (120150) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank;Bank in its reasonable discretion. (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act Act, within five thirty (530) days after the last day of filingeach month, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) the monthly Compliance Certificate of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) 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, Seven One Hundred Fifty Thousand Dollars ($750,000.00100,000) or more; and (lj) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) Weekly when a Streamline Period is not in effect, within twenty (20) days after the last day of each month when a Streamline Period is in effect and with each request for an Advance, a Transaction Report (and any schedules related thereto) ); (i) with each request for an Advance, (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and (iiib) within twenty (A) thirty (3020) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quarter; (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quartermonth, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, reports and general ledger;. (c) as soon as available, but no later than (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quartermonth, a company prepared consolidated and consolidating balance sheet and income statement covering BorrowerBorrowers’ and each of their Subsidiary’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (d) within (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quartermonth, as applicable, Borrower was Borrowers were in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) no later than within thirty (30) days after the last Business Day of February end of each fiscal year of BorrowerBorrowers (or more frequently as updated), (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by each Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections;; and (f) as soon as available, and in any event within one hundred twenty (120) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by such Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such Borrower posts such documents, or provides a link thereto, on such Borrower’s website on the Internet at such Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (ig) within five (5) days of delivery, copies of all statements, reports and notices made available to each Borrower’s security holders or to any holders of Subordinated Debt; (jh) prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of a Borrower in or to any copyright, patent or trademark not shown in the IP Security Agreements or previously disclosed in writing to Bank, and (iii) a Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and; (ki) prompt report of any legal actions pending or threatened in writing against a Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to a Borrower or any of its Subsidiaries of, individually or in the aggregate, Seven Hundred Fifty Thousand Dollars ($750,000.0050,000) or more; and (lj) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the following: (a) a Transaction Report (and any schedules related thereto) (i) with each request for an Advance, (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and (iii) within (A) thirty weekly (30monthly within fifteen (15) days after the end of each month in which Advances are outstanding or an Advance request has been madeduring a Streamline Period), or and (B) thirty (30) days after the last day of upon each quarterrequest for a Credit Extension, a Transaction Report; (bii) weekly (monthly within fifteen (i) thirty (3015) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quarterduring a Streamline Period), (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, Deferred Revenue reports and general ledger, and (D) perpetual inventory reports for Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) or such other inventory reports as are requested by Bank in its good faith business judgment; (ciii) as soon as available, but no later than (i) and in any event within thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been mademonth, or (ii) forty-five (45) days after the last day of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”)monthly unaudited financial statements; (div) within (i) thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statements, a duly completed monthly Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (ev) no later than within thirty (30) days prior to the last Business Day of February end of each fiscal year of Borrower, and as amended, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; (fvi) as soon as available, and in any event within one hundred twenty (120) days following the end of Borrower’s fiscal year, audited consolidated annual financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an of, independent certified public accounting firm accountants reasonably acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (ivii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (jviii) prompt within ten (10) days after receipt thereof, a report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Fifty Thousand Dollars ($50,000) or more; (b) Within five (5) days after filing, all reports on Form 10-K, 10-Q and 8-K filed with the SEC or a link thereto on Borrower’s or another website on the Internet. (c) Prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, Copyright (including any subsequent ownership right of Borrower in or to any copyrightCopyright), patent Patent or trademark Trademark not previously disclosed in writing to Bank, and or (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect affects the value of the Intellectual Property; and (k) 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, Seven Hundred Fifty Thousand Dollars ($750,000.00) or more; and (l) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto) (i) with each request for at all times prior to an AdvanceIPO, (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and (iii) within (A) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quarter; (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quarter, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, and general ledger; (c) as soon as available, but no later than (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or and (ii) at all times after an IPO, as soon as available, but no later than forty-five (45) days after the last day of each quarter, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and each of its Subsidiary’s operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”); (db) within (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (ec) no later than within thirty (30) days prior to the last Business Day of February end of each fiscal year of Borrower, and contemporaneously with any updates or amendments thereto, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quarter) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directorsmonth), and (B) annual financial projections for the following fiscal year (on a quarterly basis) ), in each case as approved by Borrower’s board of directorsthe Board, together with any related business forecasts used in the preparation of such annual financial projections; (fd) prompt written notice of any changes to the beneficial ownership information set out in Section 14 of the Perfection Certificate. Borrower understands and acknowledges that Bank relies on such true, accurate and up-to-date beneficial ownership information to meet Bank’s regulatory obligations to obtain, verify and record information about the beneficial owners of its legal entity customers; (e) as soon as available, and in any event within one hundred twenty eighty (120180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (gf) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days Business 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 internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (ig) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (jh) prompt written notice at all times prior to an IPO, as soon as available, but no later than thirty (30) days after completion, any 409A valuation report prepared by or at the direction of Borrower; (i) any material change in as soon as available, but no later than thirty (30) days after completion and/or modification, copies of Issuer’s investors’ rights agreements and stock purchase agreements; (j) at all times prior to an IPO, as soon as available, but no later than thirty (30) days after the composition last day of the Intellectual Propertyeach month, (ii) the registration of any copyrighta monthly Board pack, including any subsequent ownership right of Borrower in or to any copyrightbudgets, patent or trademark not previously disclosed in writing to sales projections, operating plans and other financial information reasonably requested by Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and; (k) 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, Seven One Hundred Fifty Thousand Dollars ($750,000.00100,000.00) or more; and (l) promptly, from time to time, such other financial information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank the Administrative Agent and each Lender with the following: (a) a Transaction Report Borrowing Base Certificate (and any schedules related thereto) (i) with each request for an Advance, and (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and (iii) within (A) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quartermonth; (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been madeas soon as available, or (ii) but no later than thirty (30) days after the last day of each quarter, (A) monthly quarterly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, and general ledger; (c) as soon as available, but no later than (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, quarter certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”)Required Lenders; (d) within (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been madeas soon as available, or (ii) but no later than forty-five (45) days after the last day of each quarter, and together with the Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicable, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank any Lender may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) no later than upon the earlier of (i) ten (10) days after approval by Borrower’s Board of Directors or (ii) sixty (60) days after the last Business Day of February day of each fiscal year of Borrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming then current fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following such fiscal year (on a quarterly monthly basis) as approved by Borrower’s board Board of directorsDirectors, together with any related business forecasts used in the preparation of such annual financial projections; (f) as soon as available, and in any event within one hundred twenty eighty (120180) days following the end of Borrower’s fiscal yearyear (or, in the case of the fiscal year ending December 31, 2018, on or prior to the date of the initial Advance made or Letter of Credit issued hereunder after the Effective Date), (i) audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bankthe Required Lenders and (ii) a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such fiscal year, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as the Lenders may reasonably request; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act Act, within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank the Administrative Agent and the Lenders in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two within ten (210) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (ji) prompt written notice report of (i) the occurrence of any material change in the composition of the Intellectual PropertyDefault, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) 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, Seven Hundred Fifty Thousand One Million Dollars ($750,000.001,000,000) or more; andmore or (iii) any matter that has resulted or could reasonably be expected to result in a Material Adverse Change; (lj) promptly following any request therefor, information and documentation reasonably requested by any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act and the Beneficial Ownership Regulation; (k) other financial information reasonably requested by Bankany Lender; and (l) prompt notice of (i) the creation or acquisition of any Subsidiary, including if such Subsidiary is an Immaterial Subsidiary, a Relevant Subsidiary and/or a Foreign Subsidiary, (ii) any existing Immaterial Subsidiary that becomes a Relevant Subsidiary and (iii) any existing Relevant Subsidiary that becomes an Immaterial Subsidiary.

Financial Statements, Reports, Certificates. Provide Bank Deliver to Agent, with the followingcopies to each Lender: (a) a Transaction Report (and as soon as available, but in any schedules related thereto) (i) with each request for an Advance, (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and (iii) event within (A) thirty (30) days after the end of each fiscal month of Borrower, (i) an unaudited consolidated balance sheet, income statement and statement of cash flow covering such Person’s and its Subsidiaries’ operations during such period and the year-to-date period ending thereon, in which Advances each case setting forth in comparative form the figures for the corresponding periods in the prior year; and, (ii) a Compliance Certificate demonstrating in reasonable detail such Person’s compliance at the end of such period with the applicable financial and portfolio covenants contained in Sections 7.16 and 7.17 that are outstanding or an Advance request has been made, or (B) thirty (30) days after measured as of the last day end of each quarterthe month then ended; (b) as soon as available, but in any event within forty-five (i) thirty (3045) days after the end of each month fiscal quarter of Horizon and Horizon Management, (i) an unaudited consolidated balance sheet, income statement and statement of cash flow covering such Person’s and its Subsidiaries’ operations during such period and the year-to-date period ending thereon, in which Advances are outstanding or an Advance request has been made, or each case setting forth in comparative form the figures for the corresponding periods in the prior year; and, (ii) thirty (30) days after a Compliance Certificate demonstrating in reasonable detail such Person’s compliance at the last day end of each quarter, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, such period with the applicable financial and outstanding or held check registers, if any, portfolio covenants contained in Sections 7.16 and (C) monthly reconciliations 7.17 that are measured as of accounts receivable agings (aged by invoice date), transaction reports, sell through report, and general ledgerthe end of the quarter then ended; (c) as soon as available, but no later than in any event within ninety (i) thirty (3090) days after the last day end of each month fiscal year of Borrower and Horizon, (i) consolidated annual financial statements of Horizon and its Subsidiaries for such fiscal year, audited by McGladrey & ▇▇▇▇▇▇, LLP or other independent certified public accountants reasonably acceptable to Agent and certified by such accountants to have been prepared in which Advances are outstanding or an Advance request has been madeaccordance with GAAP, or together with any accountants’ letter to management in connection therewith; (ii) forty-five (45) days after the last day consolidating financial statements of each quarter, a company prepared consolidated balance sheet Horizon and income statement covering Borrower’s consolidated operations its Subsidiaries for such month or quarterfiscal year, as applicableprepared by Horizon based on its audited consolidated financial statements for such year, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”);Agent in its Permitted Discretion; and (diii) within (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicable, Borrower was demonstrating in full reasonable detail Borrower’s and Horizon’s compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checksperiod with the applicable financial and portfolio covenants contained in Sections 7.16 and 7.17; (e) no later than the last Business Day of February of each fiscal year of Borrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quarter) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; (f) as soon as available, and in any event within one hundred twenty (120) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (hd) as soon as available, but in no any event later than two within one hundred fifty (2150) Business Days days after the last day end of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity year of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof.Horizon Management, (i) consolidated annual financial statements of Horizon Management and its Subsidiaries for such fiscal year, audited by McGladrey & ▇▇▇▇▇▇, LLP or other independent certified public accountants reasonably acceptable to Agent and certified by such accountants to have been prepared in accordance with GAAP, together with any accountants’ letter to management in connection therewith; and (ii) a Compliance Certificate demonstrating in reasonable detail Horizon Management’s compliance at the end of such period with the applicable financial and portfolio covenants contained in Sections 7.16 and 7.17; (e) as soon as available, but in any event prior to the commencement of each fiscal year of Borrower and Horizon, copies of Projections for Borrower and for Horizon (including income statement and balance sheet, in form and substance (including as to scope and underlying assumptions) satisfactory to Agent, in its Permitted Discretion, for the forthcoming three (3) years, year by year, and for the forthcoming fiscal year, no less than month-by-month, certified by the chief financial officer of Borrower and the chief financial officer of Horizon, as applicable, as being the most recent Projections provided to the board of directors of Horizon for the period covered thereby; (f) if and when filed by Borrower or Horizon; (i) Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports, (ii) any other filings made by Borrower or Horizon with the SEC, and (iii) copies of Borrower’s or Horizon’s federal income tax returns, and any amendments thereto, filed with the Internal Revenue Service (but only to the extent that Borrower or Horizon is treated other than as an entity that is not itself subject to federal income tax on operating income, a partnership or a disregarded entity for federal income tax purposes), (g) promptly notify Agent of the following regarding each Note Receivable and Note Receivable Collateral which secures such Note Receivable: (i) the occurrence of any event which could reasonably be expected to materially impair the prospect of payment of such Note Receivable; (ii) the sending by Servicer or Borrower of any notice of default, recordation by Servicer or Borrower of any notice of foreclosure and the date of any scheduled foreclosure sale thereon, or filing by Servicer or Borrower of any lawsuit (including case number and court) on a Note Receivable or related Note Receivable Collateral; (iii) the consummation of any foreclosure sale or any deed or ▇▇▇▇ of sale in lieu of foreclosure, retention of collateral in satisfaction of debt or similar transaction, and deliver to Agent true and complete copies of all documentation executed in respect thereof (in the case of notices, postings and the like, and in the case of deeds, bills of sale or retention of collateral transactions, all documents related to consummation of such transaction or transfer of such property); and (iv) the receipt by Servicer or Borrower of a notice by any Person of (x) a default with respect to any agreement evidencing or governing a Lien on any Note Receivable Collateral or (y) any foreclosure sale with respect to any Note Receivable Collateral; (h) promptly, but in any event within five (5) days after an Authorized Person has knowledge of deliveryany event or condition that constitutes a Default or an Event of Default, copies notice thereof and a statement of all statements, reports and notices made available the curative action that Borrower proposes to Borrower’s security holders or to any holders of Subordinated Debt;take with respect thereto, (j) prompt written notice of (i) promptly after the commencement thereof, but in any material change in event within five (5) days after the composition service of the Intellectual Propertyprocess with respect thereto on Borrower, (ii) the registration its Subsidiaries, Horizon or Horizon Management, notice of all actions, suits, or proceedings brought by or against Borrower, its Subsidiaries, Horizon or Horizon Management before any copyrightGovernmental Authority which, including any subsequent ownership right of Borrower in if determined adversely to Borrower, such Subsidiary, Horizon or to any copyrightHorizon Management, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) 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 ofa Material Adverse Change, individually or in the aggregate, Seven Hundred Fifty Thousand Dollars ($750,000.00) or more; and (lj) upon the request of Agent, any other financial information reasonably requested relating to the financial condition of Borrower, its Subsidiaries, Horizon or Horizon Management. In addition, Borrower agrees to deliver financial statements prepared on both a consolidated and consolidating basis to the extent required by Bankthis Section 6.3, and agrees that Borrower will not have a fiscal year different from that of Horizon or Horizon Management and that no Subsidiary of Borrower will have a fiscal year different from that of Borrower. Borrower also agrees to cooperate with Agent to allow Agent to (A) audit Borrower or its Subsidiaries, Horizon and Horizon Management, and (B) consult with its and each such other Person’s independent certified public accountants if Agent reasonably requests the right to do so. In such connection, Borrower authorizes, and will cooperate with Agent to cause its Subsidiaries, Horizon and Horizon Management to authorize, its independent certified public accountants to communicate with Agent and to release to Agent whatever financial information concerning such Person as Agent reasonably may request.

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the following: (ai) weekly and with each Advance request, a Transaction Report (and any schedules related thereto) (i) with each request for an Advance, Report; (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and within twenty (iii) within (A) thirty (3020) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quarter; (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quartermonth, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through and general ledger, (D) deferred revenue report, and general ledger(E) a list of customer deposits; provided however, that beginning as of November 6, 2006, until Borrower closes a Qualified Equity Financing, it shall provide items (A) and (B) on a weekly basis by Monday of each week for the period ending with Friday of the prior week; (ciii) as soon as available, but no later than (i) and in any event within thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been mademonth, or (ii) forty-five (45) days after the last day of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”)monthly unaudited financial statements; (div) within (i) thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statements, a duly completed monthly Compliance Certificate in the form of Exhibit B-1 signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks;; provided however, that after Borrower has complied with the Debt Service Coverage Ratio for six consecutive months, then thereafter the Borrower shall provide the Compliance Certificate in the form of Exhibit B-2 signed by the Responsible Officer; and (ev) no later than within thirty (30) days prior to the last Business Day of February end of each fiscal year of Borrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections;. (fb) as soon as available, and in any event within one hundred twenty (120) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within Within five (5) days of after filing, copies of all periodic reports on Form 10-K, 10-Q and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise 8-K filed with the SEC) may be delivered electronically Securities and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, Exchange Commission or provides a link thereto, thereto on Borrower’s or another website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereofInternet. (ic) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt Prompt written notice of (i) any material change in the composition of the Intellectual Propertyintellectual property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and or (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect affects the value of the Intellectual Property; and (k) 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, Seven Hundred Fifty Thousand Dollars ($750,000.00) or more; and (l) other financial information reasonably requested by Bankintellectual property.

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the following: (ai) a Transaction Report (weekly and any schedules related thereto) (i) with at the time of each request for an Advance, provided, however, at such time beginning in the month after there are no Advances outstanding for an entire month and as long as no Advances are requested or made thereafter, then Borrower may provide a Transaction Report on a monthly (and within 20 days after month end in this case) rather than a weekly basis (and for purposes of this clause (i) Advances are not intended to include utilizations relating to Letters of Credit, FX Forward Contracts or Cash Management Services as long as utilizations do not result in a deemed Advance pursuant to the terms and provisions hereof; (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and within twenty (iii) within (A) thirty (3020) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quarter;month, (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quarter, (A) monthly accounts receivable agings, aged by invoice date, , (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, and general ledger;. (ciii) as soon as available, but no later than (i) and in any event within thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been mademonth, or (ii) forty-five (45) days after the last day of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”)monthly unaudited financial statements; (div) within (i) thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statements, a duly completed monthly Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (ev) no later than within forty-five (45) days after the last Business Day of February beginning of each fiscal year of Borrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming such fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following such fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; (f) as soon as available, and in any event within one hundred twenty (120) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) 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, Seven Hundred Fifty Thousand Dollars ($750,000.00) or more; and (l) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) (i) at the time of each request for an Advance if there are no Advances are outstanding, and (ii) within fifteen (15) days following the end of each month in which Advances are outstanding, a Transaction Borrowing Base Report (and any schedules related thereto) (i) with each request for an Advance, (ii) if thereto and including any other information requested by Bank, in its sole discretion, no later than Friday of each week, and Bank with respect to Borrower’s Accounts); (iiib) within (A) thirty (30) days after the end of each month in during which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quarter; (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quarteroutstanding, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through reportdetailed Account Debtor listing, and general ledger, and (D) monthly perpetual inventory reports for Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) or such other inventory reports as are requested by Bank in its good faith business judgment; (c) as soon as available, but no later than (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-within forty five (45) days after the last day of each quarterquarter (except for the last quarter of each fiscal year of Borrower, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank which shall be within ninety (the “Financial Statements”); (d) within (i) thirty (3090) days after the last day end of each month in which Advances are outstanding or an Advance request has been made, or (iisuch quarter) forty-five (45) days after the last day of each quarter, and together with the Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicable, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checkschecks in excess of Fifty Thousand Dollars ($50,000.00); (ed) no later than the last Business Day of February of each fiscal year of Borrowerat least annually, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quarter) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; (f) as soon as available, and in any event within one hundred twenty but no later than thirty (12030) days following approval by the end Board, and within five (5) Business Days of Borrower’s fiscal yearany amendments thereto, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than annual operating budgets in a qualification as to going concern) on the financial statements from an independent certified public accounting firm form of presentation reasonably acceptable to Bank; (ge) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (if) within five (5) days of delivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt. Documents required to be delivered pursuant to this Section 6.2(f) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s website address; (jg) prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) a 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, Seven Two Hundred Fifty Thousand Dollars ($750,000.00250,000.00) or more; and (lh) promptly, from time to time, such other financial information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the following: (a) a Transaction Report (and any schedules related theretoi) (iA) with weekly, and (B) upon each request for an Advancea Credit Extension, a Transaction Report; (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and within fifteen (iii) within (A) thirty (3015) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quarter; (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quartermonth, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through Deferred Revenue report, monthly cash report and general ledger; (ciii) as soon as available, but no later than (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) within forty-five (45) days after the last day end of each quarter, quarter a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”); (d) within (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicable, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month quarter there were no held checks; (eiv) no later than as soon as available, and in any event within forty-five (45) days after the last Business Day of February end of each fiscal year quarter of BorrowerCaliper, quarterly unaudited consolidated and consolidating (including each Borrower and any other Subsidiary of Caliper) financial statements, including, without limitation, a company prepared consolidated and consolidating balance sheet and income statement covering Caliper’s consolidated (including each Borrower and any other Subsidiary of Caliper) operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (v) annually, when presented to Caliper’s board of directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (presented on a quarterly basis) as approved by Borrower’s board of directors), together with any related business forecasts used in the preparation of such annual financial projections;; and (fvi) as soon as available, and in any event within one hundred twenty (120) days following the end of BorrowerCaliper’s fiscal year, annual audited consolidated and consolidating (including each Borrower and any other Subsidiary of Caliper) financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an of, independent certified public accounting firm reasonably accountants acceptable to Bank;. (gb) in In the event that Borrower is or becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of after filing, copies of all periodic reports on Form 10-K, 10-Q and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise 8-K filed with the SEC) may be delivered electronically Securities and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, Exchange Commission or provides a link thereto, thereto on Borrower’s or another website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereofInternet. (ic) within five (5In connection with the delivery of the Compliance Certificate required pursuant to Section 6.2(a)(iii) days of deliveryabove, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt written notice of (i) any material change in the composition of the Intellectual Propertyintellectual property, (ii) the registration of any copyright, copyright (including any subsequent ownership right of Borrower in or to any copyright), patent (registered in the United States), or trademark not previously disclosed in writing to Bank, and or (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect affects the value of the Intellectual Property; and (k) 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, Seven Hundred Fifty Thousand Dollars ($750,000.00) or more; and (l) other financial information reasonably requested by Bankintellectual property.

Financial Statements, Reports, Certificates. Provide Bank with the followingDeliver to Bank: (a) a Transaction Report (and any schedules related thereto) (i) with upon each request for an Advance, a Transaction Report (including without limitation, Eligible Customer Accounts and ARPU); (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and (iii) within (A) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quarter; (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quartermonth, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through Deferred Revenue report, and general ledger; (ciii) as soon as available, but no later than (i) and in any event within thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been mademonth, or (ii) forty-five (45) days after the last day of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”)monthly unaudited financial statements; (div) within (i) thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statements, a duly completed monthly Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (ev) no later than the last Business Day within thirty (30) days after approved by Xactly’s board of February of each fiscal year of Borrowerdirectors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quarter) ), for the upcoming or then-current fiscal year of Borrower Xactly, as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directorsapplicable, together with any related business forecasts used in the preparation of such annual financial projectionsoperating budgets; (fvi) as soon as available, and in any event within one hundred twenty eighty (120180) days following the end of BorrowerXactly’s fiscal year, annual audited consolidated financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an of, independent certified public accounting firm reasonably accountants acceptable to Bank; (gvii) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filingdelivery, copies of all periodic statements, reports and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding notices made available to any holders of Subordinated Debt; (viii) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Five Hundred Thousand Dollars ($500,000) or more; (ix) within five (5) days after filing, all of the functions of reports on Form 10-K, 10-Q and 8-K filed with the SEC or with any national securities exchange, a link thereto on Borrower’s or distributed to its shareholders, as another website on the case may beInternet. Documents required to be delivered pursuant to the terms hereof this clause (to the extent any such documents are included in materials otherwise filed with the SECix) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (jx) prompt written notice of (i) any material change in the composition of the Intellectual PropertyProperty in accordance with Section 6.10(b), (ii) the registration of any copyright, Copyright (including any subsequent ownership right of Borrower in or to any copyrightCopyright), patent Patent or trademark Trademark not previously disclosed to Bank in writing to Bankaccordance with Section 6.10(b), and or (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect affects the value of the Intellectual Property; (xi) within thirty (30) days after the end of each month and upon each request for an Advance, a Borrowing Base Certificate; and (k) 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, Seven Hundred Fifty Thousand Dollars ($750,000.00) or more; and (lxii) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide (a) Borrowers shall provide Bank with the following: (ai) a Transaction Report (and any schedules related theretothereto and, at Bank’s request, accounts receivable and accounts payable agings, aged by invoice date) (i) with weekly and at the time of each request for an Advance, ; (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and within fifteen (iii) within (A) thirty (3015) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quarter;month, (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quarter, (A) monthly accounts receivable agings, aged by invoice date, , (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and , (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, and general ledger, (D) monthly perpetual inventory reports for Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) or such other inventory reports as are requested by Bank in its good faith business judgment, (E) a duly completed Borrowing Base Certificate signed by a Responsible Officer; (ciii) as soon as available, but no later than (i) and in any event within thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been mademonth, or (ii) forty-five (45) days after the last day of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”)monthly unaudited financial statements; (div) within (i) thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statementsannual financial statements for each of Borrower’s fiscal years, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicable, period each Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month period there were no held checks; (ev) no later than prior to the last Business Day of February end of each fiscal year of Borrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; (fvi) as soon as available, and in any event within one hundred twenty (120) 120 days following the end of Borrower’s fiscal year, audited consolidated annual financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an of, independent certified public accounting firm reasonably accountants acceptable to Bank;; and (gvii) in such other reports and information as are from time to time reasonably requested by Bank. Notwithstanding the event foregoing, during a Streamline Period, provided no Event of Default has occurred and is continuing, Borrowers shall not be required to provide Bank with the reports and schedules required pursuant to clause (a)(i) above. (b) At all times that any Borrower becomes is subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of after filing, copies of all periodic reports on Form 10-K, 10-Q and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise 8-K filed with the SEC) may be delivered electronically Securities and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, Exchange Commission or provides a link thereto, thereto on such Borrower’s or another website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereofInternet. (ic) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt Prompt written notice of (i) any material change in the composition of the Intellectual Propertyintellectual property, (ii) the registration of any copyright, including any subsequent ownership right of any Borrower in or to any copyright, patent or trademark not previously disclosed shown in writing to Bankthe IP Security Agreement, and or (iii) any Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect affects the value of the Intellectual Property; and (k) 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, Seven Hundred Fifty Thousand Dollars ($750,000.00) or more; and (l) other financial information reasonably requested by Bankintellectual property.

Financial Statements, Reports, Certificates. Provide Bank with the followingDeliver to Lender: (a) a Transaction Report (and as soon as available, but in any schedules related thereto) (i) with each request for an Advance, (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and (iii) event within (A) thirty (30) 30 days after the end of each month in which Advances are outstanding or an Advance request has been madeduring each year (including each month end that is also a calendar quarter end): (i) unaudited financial statements consisting of a consolidating balance sheet and income statement covering Borrower’s operations during such period and the year-to-date period ending thereon, or and (Bii) thirty (30) days after the last day of each quarter;a Compliance Certificate, (b) as soon as available, but in any event within (i) thirty (30) 45 days after the end of each month in which Advances are outstanding or an Advance request has been madecalendar quarter during each year: (i) unaudited financial statements consisting of (A) a consolidated balance sheet and income statement, or covering Originator’s and its Subsidiaries’ consolidated operations during such period and the year-to-date period ending thereon, and (B) a consolidated balance sheet, income statement, statement of cash flow and statement of stockholders’ equity, covering Parent’s and its Subsidiaries’ consolidated operations during such period and the year-to-date period ending thereon, and (ii) thirty (30) days after the last day of each quarter, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, and general ledger;a Compliance Certificate, (c) as soon as available, but no later than (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”); (d) within (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicable, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) no later than the last Business Day of February of each fiscal year of Borrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quarter) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; (f) as soon as available, and in any event within one hundred twenty (120) on or before 90 days following the end of each of Borrower’s fiscal years, commencing with the fiscal year ending December 31, 2009, (i) consolidated financial statements of Parent and its Subsidiaries for each such fiscal year, audited consolidated by independent certified public accountants reasonably acceptable to Lender and certified, without any qualifications (including any (A) “going concern” or like qualification or exception, (B) qualification or exception as to the scope of such audit, or (C) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of any of Sections 6.20, 7.17, 7.18 or 7.19), by such accountants to have been prepared in accordance with GAAP, such audited financial statements prepared under GAAPto include (I) a balance sheet, consistently appliedincome statement, statement of cash flow and statement of stockholders’ equity and, if prepared, such accountants’ letter to management, and (II) such consolidating schedules for Parent, Originator (on a consolidated basis) and MBB as Lender may reasonably require, together with an unqualified opinion (other than a qualification as statement from such accountants substantially in the form of Schedule T-1 attached hereto with respect to going concern) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank;such consolidating schedules, and (gii) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents;Compliance Certificate, (hd) as soon as available, but in no any event later than two before December 31 of each year, copies of Projections for Borrower (2on a stand-alone basis) and for Originator (on a consolidated basis with its Subsidiaries), in form and substance (including as to scope and underlying assumptions) consistent with the Closing Date Business Plan, for the forthcoming fiscal year, on a month-by-month basis, certified by an Executive Officer as being such officer’s good faith estimate of the financial performance of Borrower and Originator (on a consolidated basis with its Subsidiaries) during the period covered thereby, (e) if and when any Loan Party files any Form 10-Q quarterly report, Form 10-K annual report, or any other filing with the SEC, email notification of such filing, (f) as requested by Lender from time to time, satisfactory evidence of payment of applicable excise taxes in each jurisdiction in which (i) such Person conducts business or is required to pay any such excise tax, (ii) where such Person’s failure to pay any such applicable excise tax would result in a Lien on the properties or assets of such Person, or (iii) where such Person’s failure to pay any such applicable excise tax reasonably could be expected to result in a Material Adverse Change, (g) promptly, but in any event within 5 Business Days after Borrower or Servicer has knowledge of any event or condition that constitutes a Default, an Event of Default, a Servicer Default or a Servicer Termination Event, notice thereof and a statement of the curative action that Borrower or Servicer proposes to take with respect thereto, (h) promptly after the commencement thereof, but in any event within 5 Business Days after the last day service of each fiscal quarterprocess with respect thereto on any Loan Party or any of its Subsidiaries, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (i) within five (5) days of delivery, copies of all statementsactions, reports and notices made available to Borrower’s security holders suits, or to proceedings brought by or against any holders of Subordinated Debt; (j) prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) prompt report of any legal actions pending or threatened in writing against Borrower Loan Party or any of its Subsidiaries that before any Governmental Authority which, if determined adversely to such Loan Party or Subsidiary, could reasonably be expected to result in damages or costs to a Material Adverse Change, (i) promptly, but in any event within five (5) Business Days after Borrower or Servicer has knowledge thereof, notify Lender of the resignation, termination or long-term disability of any Executive Officer or other Authorized Person, (j) Borrower or Originator shall cause each of the following to be delivered to Lender at the times specified: (i) promptly (but in any event within 5 days) following the time required to be provided to, or delivered by, Originator or any Securitization Subsidiary pursuant to the Asset-Backed Facility Documents, each Servicer Report and each written report constituting an audit or similar evaluation of a Securitization Subsidiary or the servicing of the assets of a Securitization Subsidiary; (ii) promptly (but in any event within two Business Days) following Originator’s or a Securitization Subsidiary’s receipt thereof, notice of any Servicer Default or Event of Default (in each instance as such terms are defined in the Asset-Backed Facility Documents); (iii) promptly (but in any event within 5 days of the execution thereof) copies of each material written amendment, modification or supplement to any Asset-Backed Facility Document, including (A) any forbearance agreement or similar agreements with respect to the terms of the Asset-Backed Facility Documents, and (B) any amendment, modification or supplement that makes the eligibility and underwriting criteria applicable to any Securitization Subsidiary or Asset-Backed Facility more restrictive than the eligibility and underwriting criteria previously applicable thereto, or reduces the effective advance rate thereunder; and (iv) from time to time upon the written request of Lender, any other information reasonably requested or identified by Lender and relating to the financial condition of Originator, its Subsidiaries ofor any Securitization Subsidiary, individually or in the aggregate, Seven Hundred Fifty Thousand Dollars ($750,000.00) or more; and (lk) upon the request of Lender, any other financial information reasonably requested relating to the financial condition of any Loan Party or its Subsidiaries. In addition, each Loan Party agrees that no Subsidiary of such Loan Party will have a fiscal year different from that of such Loan Party. Each Loan Party also agrees to cooperate with Lender to allow Lender to consult with such Loan Party’s independent certified public accountants if Lender reasonably requests the right to do so and that, in such connection, such Loan Party’s independent certified public accountants are authorized to communicate with Lender and to release to Lender whatever financial information concerning such Loan Party or its Subsidiaries that Lender reasonably may request. Each Loan Party waives the right to assert a confidential relationship, if any, it may have with any accounting firm or other third-party financial service provider in order to obtain any information requested by BankLender pursuant to or in accordance with this Agreement, and each Loan Party shall authorize such accounting firm or third-party financial service provider to provide such information, to the extent reasonably available.

Financial Statements, Reports, Certificates. Provide Bank (a) Borrower shall provide Agent, for distribution to each Revolving Lender or Term Lender, as applicable, with the following: (a) a Transaction Report (and any schedules related thereto) (i) with each request for an Advance, (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and (iii) within (A) monthly, within thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been mademonth, or and (B) thirty (30) days after upon each request for a Credit Extension, a Transaction Report; provided that, upon the last day occurrence and during the continuance of any Event of Default, such Transaction Report shall be delivered weekly and upon each quarterrequest for a Credit Extension; (bii) within fifteen (i) thirty (3015) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quartermonth, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, deferred revenue report and general ledger; (ciii) as soon as available, but no later than (i) and in any event within thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been mademonth, or (ii) forty-five (45) days after the last day of each quarter, a company monthly management prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”)unaudited financial statements; (div) within (i) thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statementsmonth, a duly completed monthly Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may Agent shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (ev) no later than as soon as available, and in any event within forty-five (45) days after the last Business Day end of February each fiscal quarter of Borrower, quarterly consolidated and consolidating management prepared unaudited financial statements; (vi) within sixty (60) days prior to the end of each fiscal year of Borrower, annual financial projections for the following fiscal year (Aon a quarterly basis), together with any related business forecasts used in the preparation of such annual financial projections; and within sixty (60) days after the end of each fiscal year of Borrower, annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming current fiscal year of Borrower Borrower, as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; (fvii) as soon as available, and in any event within one hundred twenty (120) days following the end of Borrower’s fiscal year, audited annual consolidated and consolidating financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an of, independent certified public accounting firm reasonably accountants acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual PropertyAgent; and (kviii) a 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, Seven Hundred Fifty Thousand One Million Dollars ($750,000.001,000,000) or more; and. (lb) other financial information reasonably requested by BankBorrower shall provide Agent, for distribution to each Revolving Lender or Term Lender, as applicable, within five (5) days after filing, all reports on Form 10-K, 10-Q and 8-K filed with the SEC or a link thereto on Borrower’s or another website on the Internet.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto) (i) with each request for an Advance, (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and (iii) within (A) thirty (30) days after the end of each month month, a Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts, including a detailed accounts receivable ledger, in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day a form of each quarterpresentation reasonably acceptable to Bank); (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quartermonth, (Ai) monthly accounts receivable agings, aged by invoice date, (Bii) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (Ciii) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through a detailed Account Debtor listing, Deferred Revenue report, and general ledger; (c) as soon as available, but no later than (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarterof the first three (3) fiscal quarters of Borrower’s fiscal year, a form 10-Q, and (ii) ninety (90) days after the last day of the final quarter of Borrower’s fiscal year, a form 10-K, which form 10-K shall include an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank, as filed with the SEC together with copies of all reports and materials in connection therewith; (d) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form of presentation reasonably acceptable to Bank (the “Monthly Financial Statements”); (de) within (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and and, as of the end of each applicable calendar quarter, setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (ef) no later than thirty (30) days following the last Business Day earlier to occur of February of each (i) Board approval or (ii) the end Borrower’s fiscal year of Borroweryear, and contemporaneously with any updates or amendments thereto, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (on a quarterly basis) ), in each case as approved by Borrower’s board of directorsthe Board, together with any related business forecasts used in the preparation of such annual financial projections; (fg) as soon as available, and in any event within one hundred twenty (120) days following to the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an independent certified public accounting firm reasonably acceptable extent not previously delivered to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act , within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower and/or any Guarantor with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) 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, Seven Two Hundred Fifty Thousand Dollars ($750,000.00250,000.00) or more; and (lj) promptly, from time to time, such other financial information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto) (i) with each request for an Advance, (ii) if requested by Bank, in its sole discretion, no later than Friday of each weekweek when a Streamline Period is not in effect, and (iii) within twenty (A) thirty (3020) days after the end of each month when a Streamline Period is in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quartereffect; (b) within fifteen (i) thirty (3015) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quartermonth, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through Deferred Revenue report, and general ledger, and (D) monthly perpetual inventory reports for Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) or such other inventory reports as are requested by Bank in its good faith business judgment; (c) as soon as available, but no later than (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each fiscal quarter, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and each of its Subsidiary’s operations for such month or quarter, as applicable, quarter certified by a Responsible Officer and in a form acceptable to Bank (the “Quarterly Financial Statements”); (d) within (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, quarter and together with the Quarterly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicable, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month quarter there were no held checks; (e) no later than within thirty (30) days after the last Business Day of February end of each fiscal year of Borrower, and as amended and/or updated (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; (f) as soon as available, and in any event within one hundred twenty (120) days following the end of Borrower’s fiscal year, annual audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days Business Days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof of this Section 6.2 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (i) within five (5) days Business Days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) 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, Seven Two Hundred Fifty Thousand Dollars ($750,000.00250,000) or more; and (lj) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the following: (a) a Transaction Report (and any schedules related thereto) (i) with weekly, whenever there are any outstanding Credit Extensions, and upon each request for an Advancea Credit Extension, a Transaction Report; (ii) if requested by Bankwhenever there are any outstanding Credit Extensions, in its sole discretion, no later than Friday of each week, and within twenty (iii) within (A) thirty (3020) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quarter; (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quartermonth, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of unbilled accounts receivable agings (aged by invoice revenue date), transaction reports, sell through report, Deferred Revenue report and general ledger, and (D) a schedule of expected collections; (ciii) as soon as available, but no later than (i) and in any event within thirty (30) days after the last day end of each month month, monthly unaudited financial statements, unless Borrower has filed financial information with the Securities and Exchange Commission on form 10-Q or 10-K within any given month, in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, a company prepared consolidated balance sheet and income statement covering case Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank compliance with Section 6.2(b) of this Agreement shall satisfy this subsection (the “Financial Statements”iii); (div) within (i) thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statements, a duly completed monthly Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (ev) no later than the last Business Day within thirty (30) days after approval by Borrower’s board of February of each fiscal year of Borrowerdirectors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors), together with any related business forecasts used delivered to Borrower’s board of directors in the preparation of such annual financial projections;; and (fvi) as soon as available, and in any event within one hundred twenty fifty (120150) days following the end of Borrower’s fiscal year, audited consolidated annual financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an of, independent certified public accounting firm reasonably accountants acceptable to Bank;. Notwithstanding the foregoing, during a Streamline Period, provided no Event of Default has occurred and is continuing, Borrower shall not be required to provide Bank with the Transaction Report required pursuant to clause (a)(i) above; provided, however, that during such Streamline Period, Borrower shall provide Bank, within twenty (20) days after the end of each month in which there were any outstanding Credit Extensions, a duly completed Borrowing Base Certificate signed by a Responsible Officer. (gb) in In the event that Borrower is or becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of after filing, copies of all periodic reports on Form 10-K, 10-Q and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise 8-K filed with the SEC) may be delivered electronically Securities and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, Exchange Commission or provides a link thereto, thereto on Borrower’s or another website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereofInternet. (ic) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt Prompt written notice of (i) any material change in the composition of the Intellectual Propertyintellectual property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and or (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect has an actual material adverse effect on the value of the Intellectual Property; and (k) 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, Seven Hundred Fifty Thousand Dollars ($750,000.00) or more; and (l) other financial information reasonably requested by Bankintellectual property.

Financial Statements, Reports, Certificates. Provide Bank Deliver to Agent, with copies to be delivered by Agent to each Lender (provided, if any delivery hereunder shall be due on a day that is not a Business Day, the following:date for delivery shall be extended to the next succeeding Business Day): (a) a Transaction Report (and any schedules related thereto) (i) with each request for an Advance, (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and (iii) within (A) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quarter;[Reserved], (b) as soon as available, but in any event within (i) thirty forty-five (3045) days after (A) with respect to HCI, the end of the first three fiscal quarters of each month in which Advances are outstanding or an Advance request has been madefiscal year of HCI and (B) with respect to Borrower, or the end of the first three fiscal quarters of each fiscal year of Borrower, and (ii) thirty sixty (3060) days after after, with respect to Borrower, the last day fourth fiscal quarter of each quarterfiscal year of Borrower, (i) an unaudited consolidated and consolidating balance sheet, income statement and statement of cash flow covering each of (A) monthly accounts receivable agingsBorrower, aged by invoice date, and (B) monthly accounts payable agingsHCI’s and its Subsidiaries’ (taken as a whole) operations during such period and the year-to-date period ending thereon, aged by invoice datein each case setting forth in comparative form the figures for the corresponding periods in the prior year; provided, and outstanding that the availability via ▇▇▇▇▇, or held check registersany successor system of the SEC, if any, and of the financial statements in HCI’s applicable quarterly report on Form 10-Q shall be deemed delivery to Agent of the financial statements required to be delivered pursuant to this clause (C) monthly reconciliations of accounts receivable agings (aged by invoice dateb)(i), transaction reportson the date such documents are made so available, sell through report, and (ii) a Compliance Certificate demonstrating in reasonable detail Borrower’s and general ledgerHCI’s compliance at the end of such period with the applicable financial and portfolio covenants contained in Section 7.17 that are measured on a quarterly basis; (c) as soon as available, but no later than in any event within ninety (i) thirty (3090) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”); (d) within (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicable, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) no later than the last Business Day of February of each fiscal year of Borrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quarter) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections;HCI, (fi) as soon as availableconsolidated financial statements of HCI and its Subsidiaries, and in any event within one hundred twenty (120) days following the end of Borrower’s each case for such fiscal year, audited consolidated by independent certified public accountants of recognized national standing and certified, without any qualifications (A) as to “going concern” or like qualification or exception, (B) qualification or exception as to the scope of such audit, or (C) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 7.17), by such accountants to have been prepared in accordance with GAAP (such audited financial statements prepared under GAAPto include a balance sheet, consistently appliedincome statement, together with an unqualified opinion (other than a qualification as and statement of cash flow and, if prepared, such accountants’ letter to going concern) on management); provided, that the availability via ▇▇▇▇▇, or any successor system of the SEC, of the financial statements from an independent certified public accounting firm reasonably acceptable in HCI’s annual report on Form 10-K shall be deemed delivery to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all Agent of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents financial statements required to be delivered pursuant to this clause (c)(i), on the terms hereof (to the extent any date such documents are included made so available, (ii) unaudited consolidating financial statements of HCI and its Subsidiaries, in materials otherwise filed each case for such fiscal year (such financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants’ letter to management); and (iii) a Compliance Certificate demonstrating in reasonable detail Borrower’s and HCI’s, as applicable, compliance at the end of such period with the SEC) may be delivered electronically applicable financial and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank portfolio covenants contained in writing (which may be by electronic mail) of the posting of any such documentsSection 7.17; (hd) as soon as available, but in no any event not later than thirty (30) days after the commencement of each fiscal year of HCI, copies of Projections for HCI that have been provided to the Board of Directors of HCI for such fiscal year, certified by the chief financial officer of HCI, as being such officer’s good faith estimate of the financial performance of HCI during the period covered thereby; (e) [Reserved.]; (f) promptly upon Borrower or any Affiliate of Borrower having knowledge thereof, notify Agent of the following regarding each Note Receivable and Collateral which secures such Note Receivable: (i) the occurrence of any event which may materially impair the prospect of payment of such Note Receivable; (ii) the filing by Servicer or Borrower of any lawsuit to enforce its rights in the Note Receivable (including case number and court); (iii) the consummation of any foreclosure sale or any deed or ▇▇▇▇ of sale in lieu of foreclosure, retention of collateral in satisfaction of debt or similar transaction, and deliver to Agent true and complete copies of all documentation executed in respect thereof (in the case of notices, postings and the like, and in the case of deeds, bills of sale or retention of collateral transactions, all documents related to consummation of such transaction or transfer of such property); and (iv) the receipt by Servicer or Borrower of a notice by any Person of which Servicer or Borrower is actually aware of (x) a default with respect to any agreement evidencing or governing a Lien on any Note Receivable Collateral or (y) any foreclosure sale with respect to any Note Receivable Collateral; (g) promptly, but in any event within five (5) Business Days after Borrower has knowledge of any event or condition that constitutes a Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder) or an Event of Default, notice thereof and a statement of the curative action that Borrower proposes to take with respect thereto; (h) promptly after the commencement thereof, but in any event within five (5) Business Days after the service of process with respect thereto on HCI, Borrower or any Subsidiary of HCI that is then an obligor under Funded Indebtedness, notice of all actions, suits, or proceedings brought by or against HCI, Borrower or any such Subsidiary before any Governmental Authority which reasonably could be expected to: (i) be determined adversely to HCI, Borrower or such Subsidiary, and (ii) result in a Material Adverse Change; (i) with respect to any Split-Funded Note Receivable Party which owns a portion of an Eligible Split-Funded Note simultaneously with the Borrower, promptly (but in any event within two (2) Business Days after Days) upon having knowledge of the last day occurrence of each fiscal quarterany event of default (however styled) under the facility or securitization, commencing with the first fiscal quarter ending December 31as applicable, 2015related to such Split-Funded Note Receivable Party, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance and a statement of the curative action proposed to be taken with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debtrespect thereto; (j) prompt written (A) promptly, but in event within seven (7) Business Days after an Authorized Person has knowledge thereof, notice of (i) any material change that a new proposed Split-Funded Note Receivable will be initially included in the composition calculation of the Intellectual Property, (ii) the registration availability for extensions of credit under any copyright, including any subsequent ownership right credit facility for an Affiliate of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to BankHCI, and (iiiB) Borrower’s promptly, but in any event within seven (7) Business Days after an Authorized Person has knowledge thereof, notice that a Split-Funded Note Receivable or newly proposed Split-Funded Note Receivable has been or will be excluded from the calculation of availability for extensions of credit under any credit facility for an event that could reasonably be expected to materially and adversely affect the value Affiliate of the Intellectual PropertyBorrower or HCI; and (k) prompt report upon the request of Agent, any legal actions pending other information reasonably requested relating to the financial condition of Borrower or threatened in writing against Borrower HCI or any of its Subsidiaries Subsidiaries. In addition, Borrower agrees that could reasonably be expected to result in damages or costs to Borrower or any it will not have a fiscal year different from that of its Subsidiaries of, individually or in the aggregate, Seven Hundred Fifty Thousand Dollars ($750,000.00) or more; and (l) other financial information reasonably requested by BankHCI.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto) Borrower will deliver to Bank: (i) with each request for an Advance, (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and (iii) within (A) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quarter; (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quarter, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, and general ledger; (c) as soon as available, but no later than (i) thirty (30) within 5 days after of filing with the last day SEC, Borrower’s Report on Form 10-Q containing consolidated financial statements prepared under GAAP, consistently applied, subject to year-end audit adjustments and the absence of each month in which Advances are outstanding or an Advance request has been made, or footnotes; (ii) forty-five (45) days after the last day of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”); (d) within (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicable, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) no later than the last Business Day of February of each fiscal year of Borrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quarter) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; (f) as soon as available, and in any event but no later than within one hundred twenty (120) 5 days following of filing with the end of SEC, Borrower’s fiscal year, Report on Form 10-K containing audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of, individually or in the aggregate, Seven Hundred Fifty Thousand Dollars ($750,000.00) 500,000 or more; and (liv) budgets, sales projections, operating plans, 8-K filings or other financial information Bank reasonably requested requests, including, within 45 days of the end of each fiscal year, an operating forecast for the next fiscal year; and (v) any other information regarding the operations, business affairs or financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, Bank reasonably requests. In the event that Borrower will not be able to file its unaudited financial statements for the quarters ended April 2, 2005 and thereafter and audited annual financial statements for the year ended January 1, 2005 with the Securities and Exchange Commission on or prior to June 30, 2005, Borrower will deliver to Bank (x) unaudited financial statement for the quarter ended April 2, 2005 and the year ended January 1, 2005 on or prior to June 30, 2005 and (y) unaudited financial statements for subsequent quarterly periods within 45 days of the end of each such quarter until such time as audited financial statements for the year ended January 1, 2005 are available. Financial statements for quarterly and annual periods thereafter shall be delivered in accordance with clauses (i) and (ii) above. (b) Within 30 days after the last day of each month, Borrower will deliver to Bank a report of cash holdings. (c) Within 5 days after the date of filing with the SEC, Borrower will deliver to Bank with the financial statements required in subsection (a) above, a Compliance Certificate signed by Banka Responsible Officer in the form of Exhibit C. (d) Promptly, but in any event within thirty (30) days after the last day of each month when any Advances are outstanding, or the Sublimit Utilization Amount exceeds $250,000, Borrower shall provide to Bank a detailed aging of its accounts receivable and accounts payable. (e) Borrower will allow Bank to audit Borrower’s Collateral at Borrower’s reasonable expense. Such audits will be conducted no more often than every 6 months unless an Event of Default or an event which, with notice or passage of time or both would constitute an Event of Default, has occurred and is continuing.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) weekly, a Transaction Report (and any schedules related thereto) (i) with each request for an Advance); provided, (ii) if requested by Bankthat during a Streamline Period, in its sole discretionand provided no Event of Default has occurred and is continuing, such Transaction Report will be delivered monthly as soon as available, but no later than Friday of each week, and (iii) within (A) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quartermonth; (b) within fifteen (i) thirty (3015) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quartermonth, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, reports and general ledger, and (D) monthly perpetual inventory reports for Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) or such other inventory reports as are requested by Bank in its good faith business judgment; (c) as soon as available, but no later than (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quartermonth, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (d) within (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; provided, that during any Access Period, Borrower’s Compliance Certificate shall be delivered within thirty (30) days after the last day of each fiscal quarter, rather than after the last day of each month; (e) no later than within fifteen (15) days prior to the last Business Day of February end of each fiscal year of Borrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections;; and (f) as soon as available, and in any event within one hundred twenty fifty (120150) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank;Bank in its reasonable discretion. (g) in the event that while Borrower becomes is subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two within ten (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (i) within five (510) days of delivery, copies of all statements, reports and material notices made available sent to Borrower’s security holders or to any holders of Subordinated Debt; (ji) prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bankarising after the date hereof, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (kj) 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, Seven One Hundred Fifty Thousand Dollars ($750,000.00100,000) or more; and (lk) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Borrower shall provide Bank with the following: (a) at all times that Borrower is a Net Borrower, a Transaction Report (Report, weekly and any schedules related thereto) (i) with upon delivery of each request for an Advance; (b) at all times other than when Borrower is a Net Borrower, (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and (iii) a Transaction Report monthly within (A) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quartermonth; (b) at all times other than when Borrower is a Net Borrower, a Transaction Report monthly within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or month; (iic) within thirty (30) days after the last day end of each quartermonth, deliver to Bank (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, and general ledger; (cd) as soon as available, but no later than (i) and in any event within thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been mademonth, or (ii) forty-five (45) days after the last day of each quarter, monthly unaudited financial statements on a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”)consolidating basis; (de) within (i) thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statements, a duly completed monthly Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (ef) no later than thirty (30) days prior to the last Business Day of February end of each fiscal year of Borrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; (fg) as soon as available, and in any event within one hundred twenty eighty (120180) days following the end of Borrower’s 's fiscal year, audited consolidated annual financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an of, independent certified public accounting firm reasonably accountants acceptable to Bank; Bank (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filingfor clarification, copies of all periodic and other reports, proxy statements and other materials filed ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP is deemed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required Bank to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documentsacceptable); (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (i) within five (5) days of deliveryafter filing with the Securities Exchange Commission, copies of all statements, reports and notices made available to the US Borrower’s security holders 10K, 10Q, and 8K reports together with a Compliance Certificate; (i) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any holders Subsidiary of Subordinated DebtTwo Hundred Fifty Thousand Dollars ($250,000) or more; (j) prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyrightCopyright, including any subsequent ownership right of Borrower in or to any copyrightCopyright, patent Patent or trademark Trademark not previously disclosed shown in writing to Bankthe IP Security Agreement, and or (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect affects the value of the Intellectual Property. Borrower’s 10K, 10Q, and 8K reports required to be delivered pursuant to Section 6.2(h) shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website on the Internet; and (k) prompt report provided, that Borrower shall provide paper copies to Bank 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, Seven Hundred Fifty Thousand Dollars ($750,000.00) or more; and (l) other financial information reasonably requested Compliance Certificates required by BankSection 6.2(h).

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the following: (a) a Transaction Report (and any schedules related thereto) (i) with each request for an Advance, (ii) if requested by Bank, in its sole discretion, no later than Friday of each week, and (iii) within (A) thirty within twenty (3020) days after the end of each month in which Advances are outstanding or an Advance request has been mademonth, or and (B) thirty (30) days after the last day of upon each quarterrequest for a Credit Extension, a Transaction Report; (bii) within twenty (i) thirty (3020) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quartermonth, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through and Deferred Revenue report, and general ledger; (ciii) as soon as available, but no later than (i) within thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been mademonth, or (ii) forty-five (45) days after the last day of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”)monthly unaudited financial statements; (div) within (i) thirty (30) days after the last day end of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Financial Statements, a duly completed monthly Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicablemonth, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (ev) no later than within sixty (60) days after the last Business Day of February end of each fiscal year of Borrower, and as and when amended or updated in any material respect, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quartermonth) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors), together with any related business forecasts used in the preparation of such annual financial projections; (fvi) as soon as available, and in any event within one hundred twenty fifty (120150) days following the end of Borrower’s fiscal year, audited consolidated annual financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion (of ▇.▇. ▇▇▇▇ LLP, or any other than a qualification as to going concern) on the financial statements from an independent certified public accounting firm reasonably accountants acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (ivii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (jviii) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Five Hundred Thousand Dollars ($500,000) or more; (b) In the event that Borrower is or becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days after filing, all reports on Form 10-K, 10-Q and 8-K filed with the SEC or a link thereto on Borrower’s or another website on the Internet, including the SEC’s ▇▇▇▇▇ website. Any materials filed with the SEC reports that otherwise satisfy the requirements of section 6.2(a) shall be considered delivered for the purposes of that section when filed with the SEC. (c) Borrower shall provide Bank with prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, Copyright (including any subsequent ownership right of Borrower in or to any copyrightCopyright), patent Patent or trademark Trademark not previously disclosed in writing to Bank, and or (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect affects the value of the Intellectual Property; and (k) 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, Seven Hundred Fifty Thousand Dollars ($750,000.00) or more; and (l) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report Borrower shall deliver to Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and any schedules related thereto) such other statements, reports, certificates and records as Bank may reasonably request from time to time. (i) Beginning with each request for an Advancethe quarter ended September 30, (ii) if requested by Bank, in its sole discretion, no later than Friday of each week2007, and (iii) within (A) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (B) thirty (30) days after the last day of each quarter; (b) within (i) thirty (30) days after the end of each month in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quarter, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, sell through report, and general ledger; (c) as soon as available, but no later than (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) any event within forty-five (45) days after the last day end of each quarter, a company prepared Borrower shall deliver to Bank an unaudited consolidated balance sheet and income a statement of income, cash flow and retained earnings prepared in accordance with GAAP, consistently applied, covering Borrower’s consolidated operations during such period and for such month or quarterthe corresponding quarter of the prior year, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”);Bank. (d) within (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together Beginning with the Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month or quarter, as applicable, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) no later than the last Business Day of February of each fiscal year of Borrowerending December 31, (A) annual operating budgets (including income statements2007, balance sheets and cash flow statements, by quarter) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; (f) as soon as available, and but in any event within one hundred twenty (120) days following after the end of Borrower’s fiscal year, Borrower shall deliver to Bank audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with by an unqualified opinion (other than a qualification as to going concern) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank;approved CPA. (gb) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within Within twenty-five (525) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quartermonth so long as any amounts remain outstanding under the Revolving Facility, commencing with and within ten (10) days prior to any borrowing under the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00)Revolving Facility, Borrower shall deliver to Bank written notice thereof a Borrowing Base Certificate dated and signed by a Responsible Officer, together with an Accounts Receivable aging report, each in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereofform acceptable to Bank. (ic) Within thirty (30) days after the beginning of each fiscal year of Borrower, Borrower shall deliver to Bank a detailed annual budget, and Borrower shall notify Bank of each material change to or deviation from such budget within five (5) days of delivery, copies of all statements, reports and notices made available to Business Days after Borrower’s security holders board of directors has approved such change or to any holders of Subordinated Debt;deviation. (jd) prompt written notice of (i) any material change Borrower shall provide such additional statements and information as Bank may from time to time request, in the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing form reasonably acceptable to Bank, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) 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, Seven Hundred Fifty Thousand Dollars ($750,000.00) or more; and (l) other financial information reasonably requested by Bank.