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

Financial Statements, Reports, Certificates. Borrower shall deliver to Lender: (a) as soon as available, but in any event within thirty (30) days after the end of each month, a Borrower prepared Consolidated balance sheet and Consolidated income statement covering Borrower’s operations during such period, and aging of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”); (b) as soon as available, but in any event within thirty (30) days after the end of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during such period, certified by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any event within two hundred seventy (270) days after the end of Borrower’s fiscal year, audited Consolidated financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (e) as soon as available, but in any event within thirty (30) days after the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and (B) promptly after receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to result in damages or costs to Borrower of One Hundred Thousand Dollars ($100,000) or more.

Financial Statements, Reports, Certificates. Borrower Parent shall deliver the following to LenderBank: (a) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a Borrower company prepared Consolidated consolidated balance sheet sheet, income statement, and Consolidated income cash flow statement covering Borrower’s Borrowers’ consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank and aging of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”); (b) as soon as available, but in any event within thirty one hundred eighty (30180) days after the end of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during such period, certified by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any event within two hundred seventy (270) days after the end of Borrower’s Borrowers’ fiscal year, audited Consolidated consolidated financial statements of Borrower Borrowers prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other an independent certified public accounting firm reasonably acceptable to LenderBank; (ec) as soon as available, but in any event within thirty (30) days after the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by any Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (Bd) promptly after upon receipt of notice thereof, a report of any material legal actions pending or threatened against a Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to could result in damages or costs to such Borrower or any Subsidiary of One Hundred Fifty Thousand Dollars ($100,00050,000) or more; and (e) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time, including, but not limited to, Borrowers’ annual operating budget, approved by Parent’s Board of Directors and in form and substance acceptable to Bank, which shall be delivered to Bank no later than thirty (30) days after the end of each fiscal year. Within thirty (30) days after the last day of each month, Parent shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable a report covering Borrower’s Eligible MRR metrics, and a deferred revenue schedule. Parent shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto. Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Lender: Bank (aprovided that any such financial statements that are available to Bank on the SEC’s website shall be deemed delivered without further action by Borrower): (i) as soon as available, but in any event within thirty one hundred twenty (30120) days (or such earlier time as is required by the SEC) after the end of each monthBorrower’s fiscal year, a audited consolidated financial statements of Borrower prepared Consolidated balance sheet and Consolidated income statement covering Borrower’s operations during in accordance with GAAP, consistently applied, together with an opinion which is unqualified or otherwise consented to in writing by Bank on such period, and aging financial statements of Borrower’s accounts receivable and accounts payable, all an independent certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”)public accounting firm reasonably acceptable to Bank; (bii) as soon as available, but in any event within thirty forty (3040) days after the last day of each month when the Liquidity Ratio set forth in Section 6.7(b) includes consideration of Borrower’s Eligible Accounts (or, otherwise, forty (40) days after the end of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during such period, certified by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any event within two hundred seventy (270) days after the end of Borrower’s first, second and third fiscal yearquarters (or such earlier time as may be mandated by the SEC from time to time)), audited Consolidated unaudited financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (eiii) as soon as availableand when filed, but in any event within thirty (30) days after all reports on Forms 10-K and 10-Q filed with the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directorsSEC; (fiv) within fifteen five (155) calendar days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and (B) promptly after following receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is could reasonably be expected to result have a Material Adverse Effect (or otherwise require the Company to report the same to the SEC); (v) within five (5) calendar days following receipt thereof, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; and (vi) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. (a) Within forty (40) days after the last day of each month (other than December, which shall be thirty (30) days for drafts and seventy-five (75) days for final reporting) when the Liquidity Ratio set forth in damages Section 6.7(b) includes consideration of Borrower’s Eligible Accounts, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice due date of accounts receivable and accounts payable. (b) Within forty (40) days after the last day of each month (other than December, which shall be thirty (30) days for drafts and seventy-five (75) days for final reporting) when the Liquidity Ratio set forth in Section 6.7(b) includes consideration of Borrower’s Eligible Accounts (or, otherwise, forty (40) days after the end of each of Borrower’s first, second and third fiscal quarters), Borrower shall deliver to Bank a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (c) As soon as possible and in any event within five (5) calendar days after becoming aware of the occurrence or costs existence of an Event of Default hereunder, a written statement of a Responsible Officer (or its designee) setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (d) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer or its designee. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of One Hundred Thousand Dollars ($100,000) or moresubmission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver to Lender: (a) Deliver to each Lender: (i) as soon as available, but no later than forty-five (45) days after the last day of each fiscal quarter, a company prepared consolidated balance sheet, income statement and cash flow statement covering the consolidated operations of Borrower and its Subsidiaries for such quarter, and a consolidating income statement for the Borrower and its Subsidiaries for such quarter, certified by a Responsible Officer and in a form reasonably acceptable to Collateral Agent; (ii) as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower’s fiscal year or within five (5) days of filing with the SEC, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or another independent certified public accounting firm reasonably acceptable to Collateral Agent; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than March 31 of each year, Borrower’s annual financial projections (including an operating budget) for the entire current fiscal year as approved by Borrower’s Board of Directors, which such annual financial projections and budget shall be set forth in a month-by-month format (such annual financial projections and budget as originally delivered to Collateral Agent and the Lenders for each fiscal year are referred to herein as the “Annual Projections”; provided that, any event revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than ten (10) days after such approval and, unless Collateral Agent notifies Borrower to the contrary in writing within thirty (30) days after receipt thereof, the end of each month, a Borrower prepared Consolidated balance sheet and Consolidated income statement covering Borrower’s operations during term “Annual Projections” shall include such period, and aging of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer revisions); (each, a “Responsible Officer”); (biv) as soon as available, but in any event within no later than thirty (30) days after the end last day of each fiscal quartermonth, a company prepared revenue report covering the consolidated operations of Borrower prepared Consolidated cash flow statement covering Borrower’s operations during and its Subsidiaries for such period, month certified by a Responsible OfficerOfficer and in a form reasonably acceptable to Collateral Agent, including confirmation that Borrower is in compliance with Section 6.8 hereof for the preceding month; (v) within five (5) days of delivery, copies of all material written statements, reports and notices made available generally to Borrower’s security holders or holders of Subordinated Debt; (vi) 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 filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (vii) prompt notice of any amendments or other changes to the Operating Documents of Borrower or any of its Subsidiaries; (c) and, at the same time request of Collateral Agent or any Lender, Borrower shall promptly provide to Collateral Agent and each Lender, copies of such is provided amendments or changes with respect thereto; (viii) prompt notice of any event that could reasonably be expected to materially and adversely affect the lender providing the Indebtedness permitted pursuant to clause (i) value of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate Intellectual Property; (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (dix) as soon as available, but in any event within two hundred seventy (270) days after the end of Borrower’s fiscal year, audited Consolidated financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion (other no later than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (e) as soon as available, but in any event within thirty (30) days after the end last day of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or receivedeach month, copies of all correspondence, reports, documents and other filings the month-end account statements for each Collateral Account maintained by Borrower or any of its Subsidiaries with any Governmental Authority regarding Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effectapplicable institution(s); and and (fx) such other financial information as reasonably requested by Collateral Agent or any Lender may reasonably request from time Lender. Notwithstanding the foregoing, documents required to time. From and after be delivered pursuant to the terms hereof (to the extent any such time as Borrower becomes a publicly reporting company, promptly as they documents are available and included in any event: (i) at the time of filing of Borrower’s Form 10‑K materials otherwise filed with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (iiSEC) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, 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. (b) Concurrently with the delivery of the filing. In additionfinancial statements specified in Section 6.2(a)(i) above but no later than forty-five (45) days after the last day of each fiscal quarter, Borrower shall deliver to each Lender Lender, a duly completed Compliance Certificate signed by a Responsible Officer; (Ac) promptly upon becoming availableKeep proper books of record and account in accordance with GAAP in all material respects, copies in which full, true and correct entries shall be made of all statements, reports dealings and notices sent or made available generally by Borrower transactions in relation to its security holders business and (B) promptly after receipt activities. Borrower shall, and shall cause each of notice thereofits Subsidiaries to, a report allow, at the sole cost of any material legal actions pending or threatened against Borrower Borrower, Collateral Agent or any Subsidiary Lender, during regular business hours upon reasonable prior notice (provided that no notice shall be required when an Event of Default has occurred and is continuing), to visit and inspect any of its properties, to examine and make abstracts or copies from any of its books and records, and to conduct a collateral audit and analysis of its operations and the commencement Collateral. Such audits shall be conducted no more often than once every year unless (and more frequently if) an Event of any action, proceeding or governmental investigation involving Borrower or any Subsidiary Default has occurred and is commenced that is reasonably expected to result in damages or costs to Borrower of One Hundred Thousand Dollars ($100,000) or morecontinuing.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver to LenderBank: (ai) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a Borrower company-prepared Consolidated balance sheet sheet, income statement, and Consolidated income cash flow statement covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and aging of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”); (bii) as soon as available, but in any event within the earlier of one hundred twenty (120) days after the end of Borrower’s fiscal year or the filing of the Securities and Exchange Commission, audited financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (except with respect to a going concern clause specifying the need for future equity financings) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iii) as soon as available, but in any event not later than February 15 of each calendar year, Borrower’s financial and business projections and budget, presented in a month-by-month format, for such year (the “Annual Budget”), with written certification signed by a Responsible Officer of approval thereof by Borrower’s board of directors; and (iv) as soon as available, but in any event not later than fifteen (15) days prior to the commencement of each calendar year, a draft of the Annual Budget for such year. (b) Within thirty (30) days after the end of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during such period, certified by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any event within two hundred seventy (270) days after the end of Borrower’s fiscal year, audited Consolidated financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (e) as soon as available, but in any event within thirty (30) days after the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In additionmonth, Borrower shall deliver to each Lender Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit B hereto. (Ac) Borrower shall deliver to Bank: (i) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and (B) promptly after receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; (ii) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (iii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (iv) within the time periods prescribed by Section 6.8(b), a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s Patents, Copyrights or Trademarks, including, but not limited to, any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not previously identified to Bank. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LenderBank: (a) as soon as available, but in any event within thirty twenty five (3025) days after the end of each calendar month, a Borrower company prepared Consolidated consolidated balance sheet sheet, income, and Consolidated income cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP (subject to year-end adjustments lacking footnotes), consistently applied, in a form acceptable to Bank and aging of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”); (b) as soon as available, but in any event within thirty ninety (30) days after the end of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during such period, certified by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any event within two hundred seventy (27090) days after the end of Borrower’s fiscal year, audited Consolidated consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other an independent certified public accounting firm reasonably acceptable to LenderBank; (ec) as soon as available, but in any event within thirty (30) days after the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (Bd) promptly after upon receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to could result in damages or costs to Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Two Hundred Thousand Dollars ($100,000200,000) or more; (e) no later than twenty five (25) days prior to the end of Borrower’s fiscal year, Borrower’s annual business plan (including operating budget) for the next year; (f) such other budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; and (g) within thirty (30) days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright. Within fifteen (15) days after (1) the fifteenth (15th) day of each month, and (ii) the last day of each month, Borrower shall deliver to Bank a Trade Accounts Receivable Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto. Bank shall have a right from time to time hereafter to audit, at reasonable times with prior notice, Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Notwithstanding the foregoing, if at no time during any period covered by a reporting requirement pursuant to this Section 6.3 Advances are outstanding, then all financial statements and other reporting items in this Section 6.3 which are required to be delivered to Bank on a monthly or bi-monthly basis, shall instead be delivered to Bank on a quarterly basis.

Financial Statements, Reports, Certificates. Borrower shall deliver to Lender: Provide Lender with the following: (a) as soon as available, but in any event within thirty (30) 90 days after following the end of each month, a Borrower prepared Consolidated balance sheet and Consolidated income statement covering Borrower’s operations during fiscal year, audited consolidated financial statements of the Loan Parties and their Subsidiaries as at the end of such periodfiscal year and the related, shareholders’ equity and aging cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, prepared in accordance with GAAP, consistently applied, audited and accompanied by a report and opinion of Borrower’s accounts receivable independent public accountants of nationally recognized standing reasonably acceptable to Lender, which report and accounts payableopinion shall be prepared in accordance with generally accepted auditing standards (and shall not be subject to any “going concern” or like qualification, exception or explanatory paragraph or any qualification, exception or explanatory paragraph as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all certified by Borrower’s presidentmaterial respects the financial condition, treasurerresults of operations, controller or chief financial officer (each, shareholders’ equity and cash flows of Borrower and its Subsidiaries on a “Responsible Officer”); consolidated basis in accordance with GAAP consistently applied; (b) as soon as available, but in any event within thirty (30) 45 days after following the end of each fiscal quarterquarter of Borrower, a Borrower company prepared Consolidated consolidated balance sheet, income statement, cash flow statement covering statement, shareholders’ equity and recurring revenue report of the Loan Parties and their Subsidiaries as at the end of such fiscal quarter and for the portion of Borrower’s operations during such periodfiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, prepared in accordance with GAAP, consistently applied, certified by a Responsible Officer; Officer of Borrower (as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP, consistently applied) and in a form reasonably acceptable to Lender; (c) at within 45 days following the same end of each fiscal quarter of Borrower, a duly completed Compliance Certificate signed by a Responsible Officer of Borrower, certifying that as of the end of such applicable period, the Loan Parties 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 Lender may reasonably request; (d) on or before 5:00 p.m. Central time such is provided to on Thursday of each week, a duly completed Borrowing Base Certificate reflecting the lender providing information required thereby and prepared as of the Indebtedness permitted pursuant to clause end of the immediately preceding Business Day, certified by a Financial Officer of Borrower; (e) upon the earlier of (i) of the definition of “Permitted Indebtedness”, three (3) Business Days after approval by B▇▇▇▇▇▇▇’s borrowing base certificate board of directors (or similar documentother equivalent governing body of Borrower) calculating the principal amount or (ii) April 1 of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇each year, (dA) as soon as availableannual operating budgets (including income statements, but in any event within two hundred seventy (270balance sheets and cash flow statements, by month) days after for the end then current fiscal year of Borrower’s , and (B) annual financial projections for such fiscal year, audited Consolidated financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion year (other than on a “going concern” qualification resulting from the impending maturity of any Indebtednessquarterly basis) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (e) as soon as available, but in any event within thirty (30) days after the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; directors (or other equivalent governing body of Borrower), together with any related business forecasts used in the preparation of such annual financial projections; (f) within fifteen three (153) days after the same are sent or receivedBusiness Days of filing, copies of all correspondence, periodic and other reports, documents proxy statements and other filings by Borrower or any of its Subsidiaries materials filed with the SEC, any Governmental Authority regarding succeeding to any or all of the revocationfunctions of the SEC or with any national securities exchange, suspensionor distributed to its shareholders, restriction, limitation or termination of as the case may be; provided that documents required to be delivered pursuant to the terms hereof (to the extent any Healthcare Permit or that could such documents are included in materials otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K filed with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (iiSEC) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, and if so delivered, shall be deemed to have been delivered on the date on which such Loan Party posts such documents, or provides a link thereto, on such Loan Party’s website on the Internet at its website address; provided further that such Loan Party shall promptly notify Lender in writing (which may be by electronic mail) of the filing. In additionposting of any such documents; As to any information contained in materials furnished pursuant to this Section 5.01(f), Borrower shall deliver not be separately required to each Lender furnish such information under Section 5.01(a) or (Ab) above, but the foregoing shall not be in lieu of the obligation of Borrower to furnish the information and materials described in Section 5.01(a) and (b) above at the times specified therein. (g) promptly upon becoming available, copies (and in any event within one (1) Business Day of all statements, reports and notices sent or made available generally by Borrower to its security holders and the occurrence thereof) notice of (Bi) promptly after receipt of notice thereof, a report the occurrence of any material Default or Event of Default, (ii) any legal actions (by a Government Authority or otherwise) pending or threatened in writing against Borrower any Loan Party or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced its Subsidiaries that is could reasonably be expected to result in damages or costs costs, individually or in the aggregate, of $100,000.00 or more or (iii) any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect; (h) the occurrence of any ERISA Event that, either individually or together with any other ERISA Events, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $100,000.00; (i) notice of One Hundred Thousand Dollars any action arising under any Environmental Law or of any noncompliance by Borrower or any Subsidiary with any Environmental Law or any permit, approval, license or other authorization required thereunder that, if adversely determined, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $100,000.00; and ($100,000j) promptly following any request therefor, (i) such other information regarding the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or moreprospects of the Loan Parties or their Subsidiaries, or compliance with the terms of the Loan Documents, as Lender may from time to time reasonably request; or (ii) information and documentation reasonably requested by Lender for purposes of compliance with applicable “know your customer” requirements under the Patriot Act or other applicable anti-money laundering laws.

Financial Statements, Reports, Certificates. Borrower shall deliver to Lender: (a) as soon as available, but in any event within thirty (30) days after the end of each month, a Borrower company prepared Consolidated balance sheet sheet, income statement and Consolidated income cash flow statement covering Borrower’s operations during such period, and aging of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”); (b) as soon as availablepossible, but in any event within thirty (30) days after the end of each fiscal calendar quarter, a Borrower company prepared Consolidated balance sheet, income statement and cash flow statement covering Borrower’s operations during such period, certified by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any event within two one hundred seventy twenty (270120) days after the end of Borrower’s fiscal year, audited Consolidated financial statements of Borrower prepared in accordance with GAAPgenerally accepted accounting principles, consistently applied, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (e) as soon as available, but in any event within thirty (30) days after the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (fd) such other financial information as any Lender may reasonably request from time to time, including, without limitation, annual budgets approved by the Borrower’s board of directors and any interim revisions or modifications approved by the Borrower’s board of directors. Notwithstanding the foregoing, Borrower shall not be required to deliver any of the documents referenced in Section 6.3(a) during any month after the Commitment Termination Date, as extended herein or by Lender in its sole discretion. From and after such time as Borrower becomes a publicly reporting company, promptly as they are available and in any event: (ix) at the time of filing of Borrower’s Form 10‑K 10-K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K10-K; and (iiy) at the time of filing of B▇▇▇▇▇▇▇Borrower’s Form 10‑Q 10-Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. 10-Q. In addition, Borrower shall deliver to each Lender (Ai) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and holders; (Bii) promptly after immediately upon receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is Borrower; and (iii) such other financial information as Lender may reasonably expected request from time to result in damages or costs to Borrower of One Hundred Thousand Dollars ($100,000) or moretime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LenderBank: (a) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a Borrower company prepared Consolidated consolidated balance sheet sheet, income statement, and Consolidated income cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, subject to year-end adjustments and aging the absence of Borrower’s accounts receivable footnotes, in a form acceptable to Bank and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”); (b) as soon as available, but in any event within thirty (30) days after the end of each fiscal quarter, a Borrower company prepared Consolidated consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, subject to year-end adjustments and the absence of footnotes, in a form acceptable to Bank and certified by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause within ten (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any event within two hundred seventy (27010) days after the end of Borrower’s fiscal year, audited Consolidated financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (e) as soon as available, but in any event within thirty (30) days after the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, all reports on Forms 8-K, 10-K and 10-Q filed with the Securities and Exchange Commission; (Bd) promptly after upon receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; (e) an operating budget for the following fiscal year within thirty (30) days prior to the end of Borrower’s fiscal year; and (f) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Prior to an Advance request and within thirty (30) days after the last day of each month when any Advances are outstanding, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver the following to LenderAgent by email to the address specified pursuant to Article 11 (and Agent shall deliver same to Lenders immediately upon receipt thereof), and Agent and Lenders shall be entitled to rely on the information contained therein: (ai) as soon as available, but in any event within the earlier of (x) forty-five (45) days after the end of each calendar quarter and (y) the date on which delivered to the SEC, Parent’s consolidated financial statements including a cash flow statement, income statement and balance sheet for the period reported, and certified by a Responsible Officer of Parent; (ii) if a Default or Event of Default has occurred and is continuing, as soon as available, but in any event within thirty (30) days after the end of each monthcalendar month (in form and substance satisfactory to the Required Lenders), Parent’s consolidated financial statements including a Borrower prepared Consolidated cash flow statement, income statement and balance sheet and Consolidated income statement covering Borrower’s operations during such periodfor the period reported, and aging of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”)Officer of Parent; (biii) as soon as available, but in any event within the earlier of (x) one hundred and twenty (120) days after the end of Parent’s fiscal year and (y) the date on which delivered to the SEC, audited consolidated financial statements of Parent in accordance with GAAP, consistently applied; (iv) as soon as available, but in any event within thirty (30) days after prior to the end of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during such period, certified by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any event within two hundred seventy (270) days after the end of BorrowerParent’s fiscal year, audited Consolidated an annual operating budget and financial statements of Borrower prepared projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in accordance with GAAP, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent public accounting firm quarterly format reasonably acceptable to Lenderthe Required Lenders; (ev) as soon as available, but in any event within thirty (30) days after the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower any Loan Party to its security holders and debt holders, when made available to such holders; (Bvi) promptly after upon receipt of written notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced Loan Party that is could reasonably expected be deemed to result in damages damages, fines, penalties or costs other sanctions by any Governmental Authority payable by any Loan Party exceeding the Threshold Amount, or claims for injunctive or equitable relief; (vii) promptly upon receipt thereof (but in any event no more than three (3) Business Days thereafter), (A) copies of any amendments, waivers, consents or other modifications to any Intermediation Facility Documents or any other documents relating to Indebtedness in excess of the Threshold Amount, as applicable, (B) notices of default required to be delivered pursuant to any Intermediation Facility Documents, or any other documents relating to Indebtedness in excess of the Threshold Amount, as applicable, (C) notices of material adverse changes, and (D) notice of any Change of Control; (viii) other financial information as Agent or any Lender may reasonably request from time to time promptly after such request; (ix) environmental, social and corporate governance related materials reasonably requested by the Lenders, including the BlackRock ESG Questionnaire within seventy-five (75) days after request therefor by the requesting Lenders, which in the case of the BlackRock ESG Questionnaire, shall be completed by the Loan Parties, for direct delivery to the BlackRock Lenders, within seventy-five (75) days after request through the e-Front system without any additional request by such BlackRock Lenders and (x) no later than 30 days after the end of each calendar month (commencing on September 30, 2024), (1) a reasonably detailed summary as of the last day of the preceding month of the Loan Parties’ RFS Assets and RFS Liabilities and (2) a reasonably detailed summary of (x) all obligations for the purchase of RINs that have not been paid and (y) RINs that the Loan Parties must purchase in order to satisfy its RVOs; provided, that if requested by Agent, the Borrower shall make its management and advisors available to Required Lenders and their advisors from time to time during normal business hours with reasonable advance notice to address questions from Agent and its advisors in respect of One Hundred Thousand Dollars the foregoing items in clause ($100,000) or morex).

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LenderBank: (a) as soon as available, but in any event within thirty (30) days after the end last day of each monthmonth while any Obligations are outstanding and within thirty (30) days after the last day of each quarter when no Obligations are outstanding (provided that prior to any Credit Extension Borrowers shall deliver to Bank any prior monthly deliverables provided for under this clause (a) not previously provided on a monthly basis), a Borrower prepared Consolidated balance sheet and Consolidated income statement covering Borrower’s operations during such periodBorrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, and aging together with aged listings of Borrower’s accounts receivable and accounts payable, all certified payable by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”)invoice date; (b) as soon as available, but in any event within thirty (30) days after the end last day of each fiscal quartermonth while any Obligations are outstanding and within thirty (30) days after the last day of each quarter when no Obligations are outstanding (provided that prior to any Credit Extension Borrowers shall deliver to Bank any prior monthly deliverables provided for under this clause (b) not previously provided on a monthly basis), a Borrower company prepared Consolidated consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) at as soon as available, but in any event within one hundred eighty (180) days after the same time end of Borrower’s fiscal years 2020 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such is provided financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, Bank; (d) as soon as available, but in any event within two hundred seventy (270) days after no later than the end earlier to occur of Borrower’s fiscal year, audited Consolidated financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (e) as soon as available, but in any event within thirty (30) days after following the end beginning of each fiscal year or the date of approval by Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (fe) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (Bf) promptly after upon receipt of notice thereof, a report of any material legal actions pending or threatened in writing against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to could result in damages or costs to Borrower or any Subsidiary of One Two Hundred Thousand Dollars ($100,000200,000) or more; and (g) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time.

Financial Statements, Reports, Certificates. Each Borrower (which for avoidance of doubt includes PVHDHC and PVHD), shall provide to Lender the following with regard to each Borrower respectively. (a) Within one hundred twenty (120) days after the close of each fiscal year of Borrower, Borrower shall deliver to LenderLender a copy of ▇▇▇▇▇▇▇▇'s audited consolidated financial statements prepared by a certified public accountant and consisting of, at a minimum, a balance sheet, statement of income and expenses, and a cash flow statement; (b) Within forty five (45) days after each quarter of each fiscal year of ▇▇▇▇▇▇▇▇, Borrower shall deliver to Lender the following as prepared by ▇▇▇▇▇▇▇▇ and in a form acceptable to Lender in its sole discretion: (ai) balance sheet; (ii) profit and loss statement; and (iii) comparison of ▇▇▇▇▇▇▇▇’s Perormance Plan to actual performance during the quarter in question.‌ (c) If Borrower files a federal income tax return with the Internal Revenue Service (if applicable), then within one hundred twenty (120) days after the filing Borrower shall provide Lender with a copy of the signed tax return filed with the Internal Revenue Service as filed by Borrower. (d) As soon as available, but in any event within thirty (30) days after the end of each month, a Borrower prepared Consolidated balance sheet and Consolidated income statement covering Borrower’s operations during such period, and aging of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”); (b) as soon as available, but in any event within no later than thirty (30) days after the end of each fiscal quarteryear of Borrower, Borrower shall deliver to Lender a copy of Borrower's Performance Plan as approved by its board of directors; (e) Borrower prepared Consolidated cash flow statement covering Borrower’s operations during such period, certified shall deliver to Lender other reports reasonably requested by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating ▇ relating to the principal amount Collateral and the financial condition of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any event within two hundred seventy (270) days after the end of Borrower’s fiscal year, audited Consolidated financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (e) as soon as available, but in any event within thirty (30) days after the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; Borrower;‌ (f) within fifteen (15) days after Borrower shall deliver to Lender a certificate signed by the same are sent or received, copies chief financial officer of Borrower to the effect that all correspondence, reports, documents and other filings by Borrower statements, or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination computer-prepared information of any Healthcare Permit kind or that could otherwise reasonably nature delivered or caused to be expected delivered to have a Material Adverse Effect; Lender under this Agreement are accurate, true and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, fairly present the financial statements condition of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrowerthat there exists, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In additiondelivery of such certificate to Lender, Borrower shall deliver to each Lender (A) promptly upon becoming available, copies no condition or event which constitutes an Event of all statements, reports and notices sent or made available generally by Borrower to its security holders and (B) promptly after receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to result in damages or costs to Borrower of One Hundred Thousand Dollars ($100,000) or moreDefault.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LenderBank: (a) as soon as available, but in any event within thirty (30) days after the end last day of each month, a Borrower prepared Consolidated balance sheet and Consolidated income statement covering Borrower’s operations during such periodBorrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, and aging together with aged listings of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, payable and a “Responsible Officer”)deferred revenue report; (b) as soon as available, but in any event within thirty (30) days after the end of each fiscal quartercalendar month, a Borrower company prepared Consolidated cash flow consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations during such period, certified by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any event within two hundred seventy (270) days after the end of Borrower’s fiscal year, audited Consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank and certified by a Responsible Officer, together with an unqualified opinion (other than a “going concern” qualification resulting from Compliance Certificate signed by a Responsible Officer in substantially the impending maturity form of any Indebtedness) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to LenderExhibit D hereto; (ec) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidated and consolidating cash flow statement covering Borrower’s consolidated and consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank; (d) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (e) as soon as available, but in any event no later than the next earlier to occur of thirty (30) days following the beginning of each fiscal year, as approved year or the date of approval by B▇▇▇▇▇▇▇Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance acceptable to Bank; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the SEC or a link thereto on Borrower’s or another website; (Bg) promptly after upon receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to could result in damages or costs to Borrower or any Subsidiary of One Hundred Fifty Thousand Dollars ($100,000150,000) or more; and (h) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time.

Financial Statements, Reports, Certificates. (a) Borrower shall will deliver to LenderBank: (ai) as soon as available, but in any event within thirty (30) no later than 30 days after the end last day of each month, a Borrower company prepared Consolidated consolidated balance sheet and Consolidated income statement covering Borrower’s 's consolidated operations during such period, and aging of Borrower’s accounts receivable and accounts payable, all the period certified by a Responsible Officer and in a form acceptable to Bank and, Borrower shall concurrently therewith provide to Bank a description regarding any material variances that have occurred with respect to Borrower’s president, treasurer, controller or chief 's financial officer projections during such period (each, a “Responsible Officer”with the understanding that Borrower may from time to time modify such projections and agrees to provide Bank with copies of any such modifications); (bii) as soon as available, but in any event within thirty (30) no later than 90 days after the end of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during such period, certified by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any event within two hundred seventy (270) days after the end last day of Borrower’s 's fiscal year, audited Consolidated consolidated financial statements of Borrower prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion (other than a “going concern” qualification resulting from on the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other from an independent certified public accounting firm reasonably acceptable to LenderBank; (eiii) as soon as available, but in any event within thirty (30) days after the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and (B) promptly after receipt of notice thereof, a prompt report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) 100,000 or more; and (iv) budgets, sales projections, operating plans or other financial information Bank reasonably requests, including, without limitation, financial projections (covering such matters and in such form as Bank shall reasonably request) for each fiscal year, and which are to be delivered to Bank prior the start of such fiscal year. (b) Within 30 days after the last day of each month while any Revolving Advances are outstanding (and in any event delivered in conjunction with a request for a Revolving Advance when no such Revolving Advances are then outstanding), Borrower will deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in the form of Exhibit C hereto, with aged listings of accounts receivable and accounts payable, in each case by invoice date, and together with an inventory report in form and substance acceptable to Bank. Further, when no Revolving Advances are outstanding Borrower shall deliver to Bank the foregoing Borrowing Base Certificate, and together with aged listings of accounts receivable and accounts payable, together with an inventory report in form and substance acceptable to Bank all within 30 days after the end of each quarter. (c) Within 30 days after the last day of each month, Borrower will deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit D. (d) Allow Bank to audit Borrower's Collateral at Borrower's expense. Such audits will be conducted no more often than every 12 months unless a Default or Event of Default has occurred and is continuing. Further, as a condition to the making of any Advances hereunder, Bank shall conduct a Collateral audit and general field examination which shall produce results that are acceptable to Bank in its good faith business judgment.

Financial Statements, Reports, Certificates. Borrower shall deliver to Lender: provide Bank with the following: (a) as soon as available, but in any event no later than 45 days after the last day of each calendar month, a company prepared consolidated balance sheet, income statement and cash flow statement covering Borrower’s and its Subsidiaries’ consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (b) within thirty (30) 60 days after the end of each month, a Borrower prepared Consolidated balance sheet and Consolidated income statement covering fiscal year of Borrower’s operations during such period, and aging contemporaneously with any updates or amendments thereto, (i) annual operating budgets (including monthly income statements and quarterly balance sheets and quarterly cash flow statements) for the following fiscal year of Borrower’s accounts receivable Borrower and accounts payableits Subsidiaries, all certified and (ii) annual financial projections for the following fiscal year (on a quarterly basis), in each case as approved by Borrower’s presidentthe Board, treasurer, controller or chief together with any related business forecasts used in the preparation of such annual financial officer projections; (each, a “Responsible Officer”); (bc) as soon as available, but in any event within thirty (30) 50 days after the end of each of the first three fiscal quarters of each fiscal year of Borrower, an unaudited consolidated and consolidating balance sheet of Borrower and its Subsidiaries as of the end of such fiscal quarter and consolidated statements of income, shareholders’ equity and cash flow of Borrower and its Subsidiaries for such fiscal quarter and for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal quarter, a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during such periodand including (in each case) in comparative form the figures for the corresponding fiscal quarter in, and the year to date portion of, the immediately preceding fiscal year, certified as complete and correct by a the chief financial or accounting Responsible Officer; Officer of Borrower (c) at subject to normal year-end audit adjustments and the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) absence of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, footnotes); (d) as soon as available, but in any event within two hundred seventy (270) 105 days after following the end of Borrower’s fiscal year, audited Consolidated financial a copy of the consolidated and consolidating balance sheet of Borrower and its Subsidiaries, and the related consolidated statements of income, shareholders’ equity and cash flow of Borrower and its Subsidiaries for such fiscal year, setting forth in comparative form the figures for the immediately preceding fiscal year, all prepared in accordance with GAAP, together with GAAP and accompanied by (i) an unqualified opinion of independent public accountants of recognized national standing reasonably acceptable to Bank (other than which opinion shall not be qualified as to scope or contain any explanatory paragraph expressing substantial doubt about the ability of Borrower and its Subsidiaries to continue as a “going concern” qualification resulting from the impending maturity of any Indebtedness) on ), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (e) operations and cash flows of Borrower and its Subsidiaries as soon as available, but in any event within thirty (30) days after of the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget dates and plan for the next periods specified in accordance with GAAP and (ii) a narrative report and management’s discussion and analysis of the financial condition and results of operations of Borrower and its Subsidiaries for such fiscal year, as approved compared to amounts for the previous fiscal year; (e) contemporaneously with the furnishing of the financial statements required pursuant to Sections 6.2(a), (c) and (d), a duly completed Compliance Certificate signed by B▇▇▇▇▇▇▇’s board a Responsible Officer, (i) certifying that as of directors; the end of such period covered by the applicable financial statements, Borrower was in compliance with all of the terms and conditions of this Agreement, (ii) such officer has not become aware of any Event of Default or default that has occurred and is continuing or, if there is any such Event of Default or default, describing it and the steps, if any, being taken to cure it, and providing such other information as required thereby, (iii) if Borrower wishes the Applicable Rate to be based on the rates per annum set forth in Category 1 of the definition of Applicable Rate, setting forth computations in reasonable detail showing the Total Leverage Ratio as of the date of the most recent balance sheet included in such financial statements, (iv) if financial statements are delivered pursuant to Section 6.2(c) or (d), certifying as to the compliance by Borrower and its Subsidiaries with the financial covenants set forth in Section 7.12, and (v) setting forth such other information as Bank may reasonably request. (f) within fifteen (15) five days after the same are sent or receivedof filing, copies of all correspondence, periodic and other reports, documents proxy statements and other filings materials filed by Borrower or and/or any of its Subsidiaries Guarantor with the SEC, any Governmental Authority regarding succeeding to any or all of the revocationfunctions of the SEC or with any national securities exchange, suspensionor distributed to its shareholders, restriction, limitation or termination of as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any Healthcare Permit or that could such documents are included in materials otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K filed with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (iiSEC) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, and if so delivered, shall be deemed to have been delivered on the date of the filing. In additionon which Borrower posts such documents, or provides a link thereto, on Borrower’s website; provided, however, Borrower shall deliver to each Lender promptly notify Bank in writing (Awhich may be by electronic mail) promptly upon becoming availableof the posting of any such documents; (g) within five days of delivery, copies of all statements, reports and notices sent or not otherwise enumerated in this Section 6.2 which are made available generally by Borrower to its Borrower’s security holders and or to any holders of Subordinated Debt; (Bh) promptly after receipt of notice thereof, a prompt report of any material legal actions pending or threatened in writing against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced its Subsidiaries that is reasonably expected to could result in damages or costs to Borrower or any of One Hundred Thousand Dollars (its Subsidiaries of, individually or in the aggregate, $100,000) 100,000 or more; (i) written notice if any Key Person ceases to hold his or her office with Borrower, which notice shall be provided to Bank within five days after such departure; (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 or any Guarantor in or to any Copyright), Patent or Trademark not previously disclosed to Bank, or (iii) Borrower’s knowledge of an event that materially adversely affects the value of the Intellectual Property; and (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.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver to LenderBank: (ai) as soon as available after the end of each calendar month, but in any event within twenty-five (25) days after the end of such calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available after the end of each fiscal quarter, but in any event within forty-five (45) days after the end of such fiscal quarter (subject to any Form 10-Q filing extensions granted by the Securities and Exchange Commission), a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (iii) as soon as available, but in any event within thirty ninety (30) days after the end of each month, a Borrower prepared Consolidated balance sheet and Consolidated income statement covering Borrower’s operations during such period, and aging of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”); (b) as soon as available, but in any event within thirty (30) days after the end of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during such period, certified by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any event within two hundred seventy (27090) days after the end of Borrower’s fiscal yearyear (subject to any Form 10-K filing extensions granted by the Securities and Exchange Commission), audited Consolidated company prepared consolidated and consolidating financial statements of Borrower and its consolidated Subsidiaries prepared in accordance with GAAP, together with an unqualified opinion (other than consistently applied, and audited by a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent certified public accounting firm reasonably acceptable to Lenderaccountant; (eiv) as soon as available, but in any event within thirty (30) days after the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming availableapplicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (Bv) promptly after upon receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to could result in damages or costs to Borrower or any Subsidiary of One Two Hundred Fifty Thousand Dollars ($100,000250,000.00) or more; (vi) promptly upon receipt, each management letter prepared by ▇▇▇▇▇▇▇▇’s independent certified public accounting firm regarding Borrower’s management control systems; (vii) as soon as available, but in any event within sixty (60) days after the end of Borrower’s fiscal year, ▇▇▇▇▇▇▇▇’s financial and business projections and budget for the immediately following year, with evidence of approval thereof by ▇▇▇▇▇▇▇▇’s board of directors; and (viii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time. (b) Not later than twenty (20) days after the end of such calendar month, for each calendar month, Borrower shall deliver to Bank a properly completed Borrowing Base Certificate duly signed by a Responsible Officer in substantially the form of Exhibit D hereto, together with supporting schedules showing the calculation of each component of the Borrowing Base as of such date of delivery of the applicable Borrowing Base Certificate (it being understood that the Borrower, at its option, may furnish additional Borrowing Base Certificates setting forth the foregoing information as of such more recent dates as it may deem appropriate). (c) Concurrently with the delivery of the financial statements referred to in clauses (i) and (ii) of Section 9.2(a), Borrower shall deliver to Bank a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit E hereto. (d) Concurrently with the delivery of the financial statements referred to in clause (iii) of Section 9.2(a), Borrower shall deliver to Bank a calculation of the Entitlement Reserve Percentage for the previous fiscal year and such additional supporting information and documentation as Bank shall request. (e) Promptly (and in any event within five (5) Business Days) upon becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which ▇▇▇▇▇▇▇▇ has taken or proposes to take with respect thereto. (f) Promptly following the delivery or filing thereof, copies of all statements, reports and notices made available to any Loan Party’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Loan Party are traded and/or the United States Securities and Exchange Commission. (g) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. (h) Concurrently with the delivery of the financial statements referred to in clause (ii) of Section 9.2(a), Borrower shall deliver to Bank an analysis of actual cash collections compared to projected cash flows for all Projects with respect to which a Project Draw has been made. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 9.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver Provide Bank with the following by posting to Lender: the Financial Statement Repository: (a) as soon as availablefrom and after the funding of the initial Advance, but in any event within thirty (30) days after the end of each month, (i) a Borrower prepared Consolidated balance sheet and Consolidated income statement covering Borrower’s operations during such periodmonthly churn report listing any customer account cancellation notifications received, (ii) monthly accounts receivable agings, aged by invoice date, (iii) monthly accounts payable agings, aged by invoice date, and aging outstanding or held check registers, if any, and (iv) monthly reconciliations of Borrower’s accounts receivable agings (aged by invoice date), transaction reports, and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”); general ledger; (b) as soon as available, but no later than the twenty-first (21st) day of each third month in any event within each fiscal quarter, a quarterly forecast preview to include churn metrics; (c) as soon as available, but no later than thirty (30) days after the end last day of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during such periodRecurring Revenue report, certified by including twelve (12) month trailing net revenue churn, annual recurring revenue, and other SaaS metrics in a Responsible Officer; (c) at the same time such is provided form acceptable to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, Bank; (d) as soon as available, but no later than forty five (45) days after the last day of each fiscal quarter (except the fourth fiscal quarter), a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such fiscal quarter certified by a Responsible Officer and in a form reasonably acceptable to Bank; provided, however, that if the aggregate outstanding principal balance of the Obligations is greater than or equal to the Threshold Amount, such financial statements shall be due within thirty (30) days after the last day of each month thereafter and continuing through the Term Loan Maturity Date (the “Quarterly/Monthly Financial Statements”); (e) together with the Quarterly/Monthly Financial Statements, a completed Compliance Statement confirming that as of the end of such fiscal quarter or month 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 fiscal quarter or month there were no held checks; (f) within thirty (30) days after the last day of each fiscal year of Borrower (and more frequently as updated), (1) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower, and (1) annual financial projections for the following fiscal year (on a quarterly basis) as approved by the Board, together with any related business forecasts used in the preparation of such annual financial projections; (i) at all times that the Board requires Borrower to prepare audited financial statements, as soon as available, and in any event within two hundred seventy ninety (27090) days after following the end of Borrower’s fiscal year, audited Consolidated consolidated financial statements of Borrower prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion (other than a “going concern” qualification resulting from on the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other from an independent certified public accounting firm reasonably acceptable to LenderBank; and (eii) at all other times, as soon as available, but in any event within thirty no later than sixty (3060) days after following the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇a company prepared consolidated balance sheet and income statement covering Borrower’s operating budget consolidated operations for such fiscal year certified by a Responsible Officer and plan for in a form acceptable to Bank; (h) in the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; event that Borrower becomes subject to the reporting requirements under the Exchange Act within ten (f) within fifteen (1510) days after the same are sent or receivedof filing, copies of all correspondence, periodic and other reports, documents proxy statements and other filings materials filed by Borrower or any of its Subsidiaries with the SEC, any Governmental Authority regarding succeeding to any or all of the revocationfunctions of the SEC or with any national securities exchange, suspensionor distributed to its shareholders, restriction, limitation or termination of as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any Healthcare Permit or that could such documents are included in materials otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K filed with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (iiSEC) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, and if so delivered, shall be deemed to have been delivered on the date of on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the filing. In additionInternet at Borrower’s website address; provided, however, Borrower shall deliver to each Lender promptly notify Bank in writing (Awhich may be by electronic mail) promptly upon becoming availableof the posting of any such documents; (i) within ten (10) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower’s security holders and or to any holders of Subordinated Debt; (Bj) promptly after receipt of notice thereof, a prompt report of any material legal actions pending or threatened in writing against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced its Subsidiaries that is could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, One Hundred Fifty Thousand Dollars ($100,000150,000) or more; and (k) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Borrower shall deliver (a) Deliver to LenderBank: (ai) as soon as available, but in any event within no later than thirty (30) days after the end last day of each monthReconciliation Period, a Borrower company prepared Consolidated consolidated balance sheet and Consolidated income statement covering Borrower’s consolidated operations during such period, and aging of Borrower’s accounts receivable and accounts payable, all the period certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”)Officer and in a form acceptable to Bank; (bii) as soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank, it being agreed by Bank that BDO ▇▇▇▇▇▇▇, Borrower’s current auditor, is acceptable to the Bank as of the Effective Date; (iii) within ten (10) 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 shall be deemed to have been delivered on the date such documents are available on the ▇▇▇.▇▇▇.▇▇▇ website; (iv) a prompt report of any event within legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) or more; (v) as soon as available, but no later than thirty (30) days after the end of each fiscal quarteryear, a Borrower prepared Consolidated cash flow statement covering annual financial projections for the following fiscal year approved by Borrower’s operations during Board of Directors, together with any related business forecasts used in the preparation of such periodannual financial plans and projections; and (vi) budgets, certified sales projections, operating plans or other financial information reasonably requested by Bank. (b) Within thirty (30) days after the last day of each Reconciliation Period, deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer; Officer in the form of Exhibit B. (c) Allow Bank to inspect the Collateral and audit and copy Borrower’s Books, including, but not limited to, Borrower’s Accounts, upon reasonable notice to Borrower. Such inspections or audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing. The foregoing inspections and audits shall be at Borrower’s expense. In the same time such is provided event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the lender providing audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the Indebtedness permitted pursuant to clause (i) anticipated costs and expenses of the definition cancellation or rescheduling. Borrower hereby acknowledges that such an audit will be conducted within sixty (60) days after the Effective Date. After the occurrence of “Permitted Indebtedness”an Event of Default, B▇▇▇▇▇▇▇Bank may audit Borrower’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to be borrowed by B▇▇▇▇▇▇▇, and authorization from Borrower. (d) Upon Bank’s request, provide a written report on any Financed Receivable, where payment of such Financed Receivable does not occur by its due date and include (where known) the reasons for the delay. (e) Provide Bank with, as soon as available, but in any event within two hundred seventy no later than thirty (27030) days after the end following each Reconciliation Period, an aged listing of Borrower’s fiscal yearaccounts receivable and accounts payable by invoice date, audited Consolidated financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent public accounting firm reasonably form and detail acceptable to Lender; Bank. (ef) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in any event form and detail acceptable to Bank. (g) If Borrower is Borrowing Base Eligible, provide Bank within thirty (30) days after the end last day of each month, a Borrowing Base Certificate signed by a Responsible Officer of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and (B) promptly after receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to result in damages or costs to Borrower of One Hundred Thousand Dollars ($100,000) or more.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver to Lender: (a) as soon as available, but in any event within thirty (30) days after the end of each month, a Borrower prepared Consolidated balance sheet and Consolidated income statement covering Borrower’s operations during such period, and aging of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”); (b) as soon as available, but in any event within thirty (30) days after the end of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during such period, certified by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any event within two hundred seventy (270) days after the end of Borrower’s fiscal year, audited Consolidated financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (e) as soon as available, but in any event within thirty (30) days after the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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 eventBank: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming availableapplicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-KSB and 10-QSB filed with the Securities and Exchange Commission; (Bii) promptly after upon receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) 175,000 or more; (iii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (iv) within 30 days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications for registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications for registrations, as well as any material change in Borrower's Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement. (b) Within 10 days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto, together with aged listings by invoice date of accounts receivable and accounts payable and, if applicable, an inventory listing. (c) Within 30 days after the last day of each month until and including December 31, 2004, and thereafter, within 30 days after the last day of each fiscal quarter, Borrower shall deliver to Bank a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto. (d) As soon as possible and in any event within 3 calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) As soon as available, but in no event later than November 30 of each year, financial projections (including balance sheet and income statement) for the immediately following fiscal year of Borrower. (f) Bank shall have a right from time to time hereafter to audit Borrower's Accounts and appraise Collateral at Borrower's expense, provided that such audits will be conducted no more often than every 6 months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver to Lender: (a) Deliver to Administrative Agent (who will forward the same to each Lender): (i) as soon as available, but no later than thirty (30) days after the last day of each month, a Borrower prepared consolidated balance sheet and income statement, and cash flow statement covering Borrower’s consolidated operations during such month in a form acceptable to Administrative Agent setting forth in each case in comparative form the figures as of the end of and for the corresponding month of the previous Fiscal Year, and certified by a Responsible Officer as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; (ii) as soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s Fiscal Year, audited consolidated financial statements, including consolidated balance sheet and income statement, statements of retained earnings and shareholders’ equity and cash flow statement covering Borrower’s consolidated operations during the period in a form acceptable to Administrative Agent setting forth in each case in comparative form the figures as of the end of the previous Fiscal Year, prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Administrative Agent in its reasonable discretion, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; (iii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (iv) as soon as available, but no later than thirty (30) days after the last day of Borrower’s Fiscal Year, Borrower’s financial projections for the entire current fiscal year as approved by Borrower’s Board of Directors, which such annual projections shall be set forth in a month-by-month format and be in form and content reasonably acceptable to the Lenders (including, without limitation, consolidated balance sheets of the Borrower and its Subsidiaries as at the end of each such month, and the related consolidated statements of income or operations, retained earnings, shareholders’ equity and cash flows for each such month) (such annual projections as originally delivered to Administrative Agent and each Lender, the “Annual Projections”); (v) 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 filing, all reports on Form 10-K, 10-Q and 8 K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the Internet; (vi) 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 Two Hundred Fifty Thousand Dollars ($250,000) or more; and (vii) such budgets, sales projections, operating plans, board presentations and operating plans (including scientific updates) and other financial information reasonably requested by Administrative Agent or any Lender. (b) Within thirty (30) days after the last day of each month, deliver to Administrative Agent, with a copy to the Lenders, with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer. (c) No later than thirty (30) days after the last day of each fiscal quarter, a management discussion and analysis describing any differences in the reported financial results as between the periods covered and that in the same periods during the immediately preceding Fiscal Year, and as between such periods and the same periods included in the budget delivered pursuant to Section 6.2 above, which shall include, among any other information or explanation reasonably requested by the Administrative Agent or any Lender. (d) Promptly after the same are available (and in any event within ten (10) days thereof), deliver to Administrative Agent (who will forward the same to each Lender), all reports and written information to and from the United States Environmental Protection Agency, or any state or local agency responsible for environmental matters, the United States Occupational Health and Safety Administration or any successor agencies or authorities concerning environmental, health or safety matters, and all material reports and written information to and from any state or local agency responsible for health and safety matters, or any successor agencies or authorities concerning environmental, health or safety matters. (e) A Transaction Report (and any schedules related thereto): (x) with each request for a Revolving Advance; (y) monthly within thirty (30) days after the last day of each month, when Borrower’s cash on deposit with Bank is equal to or greater than Ten Million Dollars ($10,000,000); or (z) weekly, when Borrower’s cash on deposit with Bank is less than Ten Million Dollars ($10,000,000). (f) within thirty (30) days after the end of each month, a Borrower prepared Consolidated balance sheet and Consolidated income statement covering Borrower’s operations during such period(A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and aging outstanding or held check registers, if any, (C) monthly reconciliations of Borrower’s accounts receivable agings (aged by invoice date), transaction reports and accounts payablegeneral ledger, all certified by Borrower’s president(D) monthly perpetual inventory reports for Inventory valued on a first-in, treasurer, controller or chief financial officer (each, a “Responsible Officer”); (b) as soon as available, but in any event within thirty (30) days after the end of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during such period, certified by a Responsible Officer; (c) first-out basis at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause lower of cost or market (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any event within two hundred seventy (270) days after the end of Borrower’s fiscal year, audited Consolidated financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion () or such other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (e) inventory reports as soon as available, but in any event within thirty (30) days after the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved are requested by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower Administrative Agent or any of Lender in its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effectgood faith business judgment; and (fE) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and (B) promptly after receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to result in damages or costs to Borrower of One Hundred Thousand Dollars ($100,000) or moremonthly deferred revenue reports.

Financial Statements, Reports, Certificates. (a) Each Borrower shall deliver to LenderBank, unless otherwise noted: (ai) as soon as available, but in any event within no later than thirty (30) days after the end last day of each month, a Borrower company prepared Consolidated consolidating balance sheet and Consolidated income statement covering Borrower’s Borrowers’ operations during such period, and aging of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”); (b) as soon as available, but in any event within thirty (30) days after the end of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during such period, period certified by a Responsible Officer; (c) at Officer and in substantially the same time such is form as provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but Bank in any event within two hundred seventy (270) days after the end of Borrower’s fiscal year, audited Consolidated financial statements of Borrower prepared in accordance connection with GAAP, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lenderits underwriting; (e) as soon as available, but in any event within thirty (30) days after the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming availablewithin five (5) days of mailing, copies of all statements, reports and notices sent or made available generally by Borrower mailed to its GTTI’s security holders or to any holders of Subordinated Debt and (B) promptly after receipt within five (5) days of notice thereoffiling, if such reports have not been made public, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (iii) a prompt report of any material legal actions pending or threatened in writing against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000100,000.00) or more; and (iv) budgets, sales projections, operating plans or other financial information reasonably requested by Bank. (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B. (c) During any Subject Month in which the Streamline Advance Rate applies, provide Bank with, as soon as available, but no later than five (5) days following each Reconciliation Period, a Streamline Accounts Listing. (d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay. (e) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, an aged listing of accounts receivable and accounts payable by invoice date, in substantially the same form as provided to Bank in connection with its underwriting. (f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in substantially the same form as provided to Bank in connection with its underwriting. (g) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, that Borrower shall be obligated to pay for not more than one (1) audit per year, unless an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver to LenderBank: (ai) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a Borrower company prepared Consolidated consolidated and consolidating balance sheet and Consolidated income statement covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and aging of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”); (bii) as soon as available, but in any event within thirty forty-five (3045) days after the end of each fiscal quarterFiscal Quarter, a Borrower company prepared Consolidated consolidated statement of cash flow statement flows covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (diii) as soon as available, but in any event within two hundred seventy ninety (27090) days after the end of Borrower’s fiscal yeareach Fiscal Year, audited Consolidated consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (other than a “including no going concern” qualification resulting from the impending maturity of any Indebtednessconcern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of a nationally recognized or other an independent certified public accounting firm reasonably acceptable to LenderBank; (eiv) as soon as available, but in any event within thirty (30) days after the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming availableapplicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission within five (B5) days of filing with the Securities and Exchange Commission; (v) promptly after upon receipt of notice thereof, a report of any material legal actions actions, suits, litigation or proceedings, at law or in equity, pending by or threatened against Borrower or any Subsidiary before any court, administrative agency, or arbitrator in which a likely adverse decision could reasonably be expected to have a Material Adverse Effect; (vi) as soon as available, but in any event within thirty (30) days of the commencement start of each Fiscal Year, Borrower’s financial and business projections and budget for such year, with evidence of approval thereof by Borrower’s board of directors; (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (viii) within thirty (30) days of the last day of each Fiscal Quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any actionPatents, proceeding Copyrights or governmental investigation involving Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s Intellectual Property Collateral, including, but not limited to, any subsequent ownership right of Borrower in or to any Subsidiary is commenced Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement. (b) Within fifteen (15) days after the last day of each Fiscal Quarter, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; provided, however, that is reasonably expected to result in damages or costs to Borrower of One Hundred Thousand if, and for as long as, the Advances outstanding exceed Eight Million Dollars ($100,0008,000,000), Borrower shall deliver the Borrowing Base Certificate within fifteen (15) days after the last day of each month. (c) Within fifteen (15) days after the last day of each month, Borrower shall deliver to Bank an aged listings by invoice date of accounts receivable and accounts payable on a non-consolidated basis. (d) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit E hereto. (e) Immediately upon becoming aware of the occurrence or moreexistence of an Event of Default, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (f) Borrower shall give Bank prompt written notice of the termination of service, for any reason, of its Chief Executive Officer or its Chief Financial Officer. (g) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. The cost of such audits shall be Eight Hundred Fifty Dollars ($850) per day plus Bank’s reasonable out-of-pocket expenses. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer. (b) Section 6.7 of the Loan Agreement is amended to read as follows:

Financial Statements, Reports, Certificates. Borrower shall deliver to Lender: (a) as soon as available, but in any event within thirty (30) days after the end of each month, (i) a Borrower prepared Consolidated balance sheet sheet, Consolidated income statement and Consolidated income cash flow statement covering Borrower’s operations during such period, and aging of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller treasurer or chief financial officer (each, a “Responsible Officer”); (b) as soon as available, but in any event within thirty ”) and (30ii) days after the end of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during such periodthen current capitalization table, certified by a Responsible Officershowing all issued and outstanding Equity Securities of the Borrower; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (db) as soon as available, but in any event within two one hundred seventy eighty (270180) days after the end of Borrower’s fiscal year, audited Consolidated financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; and (ec) as soon as available, but in any event within thirty (30) days after the earlier of (i) the end of Borrower’s fiscal yearyear or (ii) the date of Borrower’s board of directors’ adoption, B▇▇▇▇▇▇▇Borrower’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (fd) 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: (i) at the time of filing of Borrower’s Form 10‑K 10-K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K10-K; and (ii) at the time of filing of B▇▇▇▇▇▇▇Borrower’s Form 10‑Q 10-Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. 10-Q. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and (B) promptly after immediately upon receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to result in damages or costs to Borrower of One Hundred Thousand Dollars ($100,000) or more.

Financial Statements, Reports, Certificates. Borrower shall deliver to LenderProvide Bank with the following: (a) a Transaction Report (and any schedules related thereto) (i) with each request for an Advance; (ii) during a Quarterly Streamline Period, quarterly, within thirty (30) days after the end of each quarter; (iii) during a Monthly Streamline Period, monthly, within thirty (30) days after the end of each month; and (iii) weekly, on the last business Day of each week when a Streamline Period is not in effect; (b) (i) during a Quarterly Streamline Period, within thirty (30) days after the end of each quarter, and (ii) at all other times when a Quarterly Streamline Period is not in effect, monthly, within thirty (30) days after the end of each month: (aA) 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, Deferred Revenue report, and general ledger; (c) as soon as available, but no later than thirty (30) days after the last day of each month when a Quarterly Streamline Period is not in any event effect, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (d) (i) at all times when a Quarterly Streamline Period is in effect, as soon as available, but no later than thirty (30) days after the last day of each quarter when a Quarterly Streamline Period is in effect, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such quarter certified by a Responsible Officer and in a form acceptable to Bank (the “Quarterly Financial Statements”); provided, that such Quarterly Financial Statements shall only be required to be delivered hereunder to the extent Borrower is no longer required to file with the SEC; and (ii) at all times when a Quarterly Streamline Period is in effect, as soon as available, but no later than thirty (30) days after the last day of each quarter, a company prepared consolidating balance sheet and income statement covering Borrower’s consolidated operations for such quarterly period, certified by a Responsible Officer and in a form acceptable to Bank (e) during a Quarterly Streamline Period, within thirty (30) days after the end of each quarter, and (ii) at all other times when a Quarterly Streamline Period is not in effect, monthly, within thirty (30) days after the end of each month, a Borrower prepared Consolidated balance sheet and Consolidated income statement covering Borrower’s operations during duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such period, Borrower was in full compliance with all of the terms and aging 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; (f) within thirty (30) days prior to the end of each fiscal year of Borrower and as updated and/or amended, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower’s accounts receivable , and accounts payable, all certified (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s presidentboard of directors, treasurer, controller or chief together with any related business forecasts used in the preparation of such annual financial officer projections; (each, a “Responsible Officer”); g) (bi) as soon as available, but and in any event within thirty (30) 120 days after following the end of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering of Borrower’s operations during such periodfiscal years in which Borrower is not required to file reports with the SEC, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified by a Responsible Officerpublic accounting firm reasonably acceptable to Bank; and (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (dii) as soon as available, but and in any event within two hundred seventy (270) 120 days after following the end of Borrower’s fiscal year, audited Consolidated financial statements of Borrower a company prepared in accordance with GAAP, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (e) as soon as available, but in any event within thirty (30) days after the end of consolidating balance sheet and income statement covering Borrower’s consolidated operations for such fiscal year, B▇▇▇▇▇▇▇’s operating budget certified by a Responsible Officer and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; in a form acceptable to Bank; (fh) within fifteen five (155) days after the same are sent or receivedof filing, copies of all correspondence, periodic and other reports, documents proxy statements and other filings materials filed by Borrower or any of its Subsidiaries with the SEC, any Governmental Authority regarding succeeding to any or all of the revocationfunctions of the SEC or with any national securities exchange, suspensionor distributed to its shareholders, restriction, limitation or termination of as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any Healthcare Permit or that could such documents are included in materials otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K filed with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (iiSEC) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, and if so delivered, shall be deemed to have been delivered on the date of on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the filing. In additionInternet at Borrower’s website address; provided, however, Borrower shall deliver to each Lender promptly notify Bank in writing (Awhich may be by electronic mail) promptly upon becoming availableof the posting of any such documents; (i) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower’s security holders and or to any holders of Subordinated Debt; (Bj) promptly after receipt of notice thereof, a prompt report of any material legal actions pending or threatened in writing against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced its Subsidiaries that is reasonably expected to could result in damages or costs to Borrower or any of One Hundred its Subsidiaries of, individually or in the aggregate, Fifty Thousand Dollars ($100,00050,000) or more; and (k) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. (a) Borrower shall will deliver to LenderBank: (ai) 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 during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank, which opinion may be subject to certain qualifications which are acceptable to Bank and which would not reasonably be expected to cause a Material Adverse Change; (iii) a prompt report of any legal actions pending or overtly threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of $100,000 or more; (iv) as soon as available, but in no event more than ten (10) days after filing, copies of all reports filed by Borrower with the Securities and Exchange Commission; (v) prompt notice in the event accrued receivables having an aggregate value in excess of $100,000 which are being included in any event within Borrowing Base Certificate or in the Quick Assets are rejected by an account debtor or otherwise fail to qualify as an Eligible Account; and (vi) material revisions to Borrower’s projections and business plan or other financial information Bank reasonably requests. (b) Within thirty (30) days after the end last day of each monthmonth during the Formula Period in which there are outstanding Advances under the Committed Revolving Line, Borrower will deliver to Bank a Borrower prepared Consolidated balance sheet and Consolidated income statement covering Borrower’s operations during such periodBorrowing Base Certificate signed by a Responsible Officer in the form of Exhibit C, and aging with aged listings of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer receivable. (each, a “Responsible Officer”); (bc) as soon as available, but in any event within Within thirty (30) days after the end last day of each fiscal quartermonth during the Formula Period in which there are outstanding Advance under the Committed Revolving Line, a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during such period, certified by a Responsible Officer; (c) at the same time such is provided will deliver to the lender providing the Indebtedness permitted pursuant to clause (i) Bank aged listings of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, accounts receivable. (d) as soon as available, but in any event within two hundred seventy (270) days after the end of Borrower’s fiscal year, audited Consolidated financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (e) as soon as available, but in any event within Within thirty (30) days after the end last day of each month, Borrower will deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit D. (e) Allow Bank to audit Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) Collateral at the time of filing of Borrower’s Form 10‑K with the Securities expense, which expense will not exceed $2,000 per annum. Such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, is continuing. No Credit Extensions in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and (B) promptly after receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to result in damages or costs to Borrower excess of One Million Five Hundred Thousand Dollars ($100,0001,500,000) will be permitted until such time as an initial audit has been conducted and the results of which are determined by Bank to be satisfactory. Bank agrees that it will not conduct such initial audit until Credit Extensions in excess of $1,500,000 are requested or morecash and cash equivalents kept with Bank and its Affiliates are less than $10,000,000.

Financial Statements, Reports, Certificates. Borrower shall deliver to LenderBank: (ai) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a Borrower company prepared Consolidated consolidated balance sheet and Consolidated sheet, income statement and statement of cash flows covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and aging of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”); (b) as soon as available, but in any event within thirty (30) days after the end of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during such period, certified by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any event within two hundred seventy (270) days after the end of Borrower’s fiscal year, audited Consolidated financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (e) as soon as available, but in any event within thirty (30) days after the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt promptly upon such delivery or availability and all reports on Forms 10-K, 10-Q and 8K filed with the Securities and Exchange Commission promptly upon such filing; (Biii) promptly after upon receipt of notice thereof, a report of any material legal actions pending or threatened in writing against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to could result in damages or costs to Borrower or any Subsidiary of One Five Hundred Thousand Dollars ($100,000500,000.00) or more; (iv) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (v) as soon as available, but in any event not later than thirty (30) days after Borrower’s fiscal year end or within seven (7) days of board approval, Borrower’s financial and business projections and budget for the immediately following year, detailed on a monthly basis, with evidence of approval thereof by Borrower’s board of directors; provided that, any revisions of such projections approved by Borrower’s board of directors during any fiscal year shall be delivered to Bank no later than seven (7) days after such approval; and (vi) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time. (a) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank the Transparency and Payment Reports in form and substance reasonably satisfactory to Bank. (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (d) Promptly but in any event within one (1) Business Day upon becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, and the Compliance Certificate, each bearing the physical signature of the Responsible Officer. Documents required to be delivered pursuant to the terms of this Section 6.2 (to the extent any such documents are included in materials filed with the SEC) 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 and notifies Bank in writing of such posting.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver to LenderBank: (ai) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a Borrower company prepared Consolidated consolidated and consolidating balance sheet and Consolidated income statement covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and aging of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”); (bii) as soon as available, but in any event within thirty forty-five (3045) days after the end of each fiscal quarterFiscal Quarter, a Borrower company prepared Consolidated consolidated statement of cash flow statement flows covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (diii) as soon as available, but in any event within two hundred seventy ninety (27090) days after the end of Borrower’s fiscal yeareach Fiscal Year, audited Consolidated consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (other than a “including no going concern” qualification resulting from the impending maturity of any Indebtednessconcern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of a nationally recognized or other an independent certified public accounting firm reasonably acceptable to LenderBank; (eiv) as soon as available, but in any event within thirty (30) days after the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming availableapplicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission within five (B5) days of filing with the Securities and Exchange Commission; (v) promptly after upon receipt of notice thereof, a report of any material legal actions actions, suits, litigation or proceedings, at law or in equity, pending by or threatened against Borrower or any Subsidiary before any court, administrative agency, or arbitrator in which a likely adverse decision could reasonably be expected to have a Material Adverse Effect; (vi) as soon as available, but in any event within thirty (30) days of the commencement start of each Fiscal Year, Borrower’s financial and business projections and budget for such year, with evidence of approval thereof by Borrower’s board of directors; (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (viii) within thirty (30) days of the last day of each Fiscal Quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any actionPatents, proceeding Copyrights or governmental investigation involving Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s Intellectual Property Collateral, including, but not limited to, any subsequent ownership right of Borrower in or to any Subsidiary Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement. (b) Within fifteen (15) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto. (c) Within fifteen (15) days after the last day of each month, Borrower shall deliver to Bank an aged listings by invoice date of accounts receivable and accounts payable on a non-consolidated basis. (d) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit E hereto. (e) Immediately upon becoming aware of the occurrence or existence of an Event of Default, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (f) Borrower shall give Bank prompt written notice of the termination of service, for any reason, of its Chief Executive Officer or its Chief Financial Officer. (g) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is commenced that is reasonably expected to result in damages or costs to Borrower continuing. The cost of One such audits shall be Eight Hundred Thousand Fifty Dollars ($100,000850) per day plus Bank’s reasonable out-of-pocket expenses. Borrower may deliver to Bank on an electronic basis any certificates, reports or moreinformation required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LenderAgent by email to the address specified pursuant to Section 11, and Agent and Lenders shall be entitled to rely on the information contained therein: (a) as soon as available, but in any event within thirty (30) days after the end of each calendar month, ▇▇▇▇▇▇▇▇’s consolidated financial statements including a Borrower prepared Consolidated cash flow statement, income statement and balance sheet and Consolidated income statement covering Borrower’s operations during such periodfor the period reported, and aging of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”); (b) as soon as available, but in any event within thirty one hundred fifty (30150) days after the end of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during such period, certified by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇▇’s borrowing base certificate fiscal year, audited consolidated financial statements of Borrower in accordance with GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Agent; (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (dc) as soon as available, but in any event within two hundred seventy sixty (27060) days after the end of Borrower’s fiscal year, audited Consolidated an annual operating budget and financial statements of Borrower prepared projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a quarterly format, as approved by the Board and Agent (with such Agent’s approval not to be unreasonably withheld) (as updated in accordance with GAAPthe provisions in this Agreement, together with an unqualified opinion (other than a the “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to LenderApproved Budget”); (ed) as soon as available, but in any event within thirty (30) days after the end a copy of Borrower’s fiscal year, B▇▇▇▇▇▇▇▇’s operating budget and plan for Subsidiary’s bank or brokerage statements delivered monthly with the next fiscal yearcurrent month’s Compliance Certificate reflecting the prior month’s activity from all institutions, as approved by B▇▇▇▇▇▇▇’s board of directorswhether or not in the U.S., where Borrower or a Subsidiary maintains deposit or securities accounts; (fe) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and debt holders when made available to such holders, as well as promptly after ▇▇▇▇▇▇▇▇’s receipt thereof, a copy of all notices of default received by Borrower from (Bi) the holders of 2022 Convertible Debt, or (ii) the Junior Agent or any Junior Lender; (f) at any time when Agent does not have a board observer on the Board, copies of all notices, minutes, consents, and other materials that Borrower provides to its Board contemporaneously with delivery to members of the Board, provided, however, that any materials protected Third Amended and Restated Loan and Security Agreement – ▇▇▇▇▇▇.▇▇ Inc. (January 2024) 27 from discovery by the attorney-client privilege or the attorney work product privilege, any materials necessary or advisable in the good faith determination of the Board to avoid a conflict of interest between Borrower, on the one hand, and Agent and Lenders, on the other hand, and any trade secrets may be excluded, (g) promptly after upon receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving that could result in damages to Borrower or any Subsidiary exceeding $250,000, fines, penalties or other sanctions by any Governmental Agency, or claims for injunctive or equitable relief; (h) other financial information as Agent may reasonably request from time to time promptly after such request; and (i) notice to Agent within 5 days of any calendar month in which Unrestricted Cash is commenced less than $22,500,000, and upon Agent’s request following receipt of such notice, Borrower will provide 13 week cash flow statements in form and substance satisfactory to Agent. Borrower shall provide Agent with a copy of any Board approved changes to any Approved Budget within five (5) days of such approval, provided that is any such changes must also be reasonably expected acceptable to result Agent in damages or costs order for such changes to Borrower constitute part of One Hundred Thousand Dollars the Approved Budget. Notwithstanding the foregoing, other than documents to be delivered pursuant to subsections ($100,000a) or more(b) of this Section 6.3, documents required to be delivered pursuant to the terms of this Section 6.3 (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 on its website, or provides a link thereto, and notifies Agent by email at ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ that such materials have been posted with a link to such documents.

Financial Statements, Reports, Certificates. Borrower shall deliver to LenderBank: (ai) as soon as available after the end of each calendar month, but in any event within twenty (20) days after the end of such calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available after the end of each fiscal quarter, but in any event within forty-five (45) days after the end of such fiscal quarter (subject to any Form 10-Q filing extensions granted by the Securities and Exchange Commission), a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (iii) as soon as available, but in any event within thirty ninety (3090) days after the end of each monthBorrower’s fiscal year (subject to any Form 10-K filing extensions granted by the Securities and Exchange Commission), company prepared consolidated and consolidating financial statements of Borrower and its consolidated Subsidiaries prepared in accordance with GAAP, consistently applied, and audited by a certified public accountant; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (v) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (vi) promptly upon receipt, each management letter prepared Consolidated balance sheet and Consolidated income statement covering by B▇▇▇▇▇▇▇’s independent certified public accounting firm regarding Borrower’s operations during such period, and aging of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”)management control systems; (bvii) as soon as available, but in any event within thirty sixty (30) days after the end of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during such period, certified by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any event within two hundred seventy (270) days after the end of Borrower’s fiscal year, audited Consolidated financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (e) as soon as available, but in any event within thirty (3060) days after the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating financial and business projections and budget and plan for the next fiscal immediately following year, as approved with evidence of approval thereof by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (fviii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as any Lender Bank 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and (B) promptly after receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to result in damages or costs to Borrower of One Hundred Thousand Dollars ($100,000) or more.

Financial Statements, Reports, Certificates. Borrower shall deliver to Lender: (a) Deliver to Collateral Agent: (i) as soon as available, but in any event within thirty no later than forty-five (3045) days (or such later date as Collateral Agent may agree in its sole discretion) after the end last day of each monththe first three (3) fiscal quarters of the Borrower’s fiscal year, a Borrower company prepared Consolidated consolidated and consolidating balance sheet and Consolidated sheet, income statement and cash flow statement covering Borrower’s the consolidated operations during of Borrower and its Subsidiaries for such period, and aging of Borrower’s accounts receivable and accounts payablefiscal quarter, all in reasonable detail and prepared in accordance with GAAP, certified by Borrower’s presidenta Responsible Officer and in a form reasonably acceptable to Collateral Agent (it being agreed that the financial statements delivered by the Borrower to the Collateral Agent prior to the Effective Date are in a form acceptable to the Collateral Agent), treasurerof Borrower as fairly presenting the financial condition of Borrower and its Subsidiaries in all material respects, controller or chief financial officer subject only to normal year-end audit adjustments and the absence of footnotes; (each, a “Responsible Officer”); (bii) as soon as available, but no later than ninety (90) days (or such later date as Collateral Agent may agree in its sole discretion) after the last day of Borrower’s fiscal year or within five (5) Business Days (or such later date as the Collateral Agent may agree in its sole discretion) of filing with the Securities and Exchange Commission, audited consolidated financial statements all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to Collateral Agent (it being understood and agreed that Deloitte Touche Tohmatsu Limited is acceptable), which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any event “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, other than a going concern exception or explanatory note resulting (a) solely from the Maturity Date occurring within thirty one year of such audit report or (30b) a going concern qualification typical for a venture capital backed company similar to Borrower; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days (or such later date as the Collateral Agent may agree in its sole discretion) after the last day of each fiscal year of Borrower, Borrower’s annual financial projections for the entire current fiscal year as approved by Borrower’s Board of Directors, which such annual financial projections shall be set forth in a quarter-by-quarter format (such annual financial projections as delivered to Collateral Agent and the Lenders are referred to herein as the “Annual Projections”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after the end such approval); (iv) within five (5) Business Days of each fiscal quarterdelivery, a Borrower prepared Consolidated cash flow statement covering copies of all non-ministerial statements, reports and notices made available to Borrower’s operations during security holders or holders of Subordinated Debt, in such periodholders’ capacities as security holders or holders of Subordinated Debt; (v) within five (5) Business Days of filing, certified by a Responsible Officer; all reports on Form 10 K, 10 Q and 8 K filed with the Securities and Exchange Commission; (cvi) at prompt notice of (y) in the same time such event that Borrower is provided no longer subject to reporting requirements under the Securities Exchange Act of 1934, as amended, any material change to the lender providing the Indebtedness permitted pursuant to clause capitalization table of Borrower, and (iz) any amendments of the definition Operating Documents of “Permitted Indebtedness”Borrower or any of its Subsidiaries, B▇▇▇▇▇▇▇’s borrowing base certificate together with any copies reflecting such amendments or changes with respect thereto; (or similar documentvii) calculating prompt notice of any event that could reasonably be expected to materially and adversely affect the principal amount value of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, the Intellectual Property; (dviii) as soon as available, but in any event within two hundred seventy (270) days after the end of Borrower’s fiscal year, audited Consolidated financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion (other no later than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (e) as soon as available, but in any event within thirty (30) days (or such later date as the Collateral Agent may agree in its sole discretion) after the end last day of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or receivedeach month, copies of all correspondencethe month end account statements for each Collateral Account maintained by Borrower or its Subsidiaries which statements may be provided to Collateral Agent by Borrower or directly from the applicable institution(s); (ix) no later than ten (10) Business Days after any Key Person ceases to be actively engaged in the management of Borrower, reportswritten notice of such change; (x) promptly, documents and other filings by after Borrower or any its Subsidiaries obtains knowledge thereof, notice of any Liens which have been levied or claims made against Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation relating to unpaid employee payroll or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effectbenefits; and and (fxi) such other financial information as reasonably requested by Collateral Agent or any Lender may reasonably request from time Lender. Notwithstanding the foregoing, documents required to time. From and after be delivered pursuant to the terms hereof (to the extent any such time as Borrower becomes a publicly reporting company, promptly as they documents are available and included in any event: (i) at the time of filing of Borrower’s Form 10‑K materials otherwise filed with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (iiCommission) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, 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. (b) Concurrently with the delivery of the filing. In additionfinancial statements specified in Section 6.2(a)(i)-(ii) above, Borrower shall deliver to each Lender Collateral Agent, a duly completed Compliance Certificate signed by a Responsible Officer. (Ac) promptly upon becoming availableKeep proper books of record and account in accordance with GAAP in all material respects, copies in which full, true and correct entries shall be made of all statements, reports dealings and notices sent or made available generally by Borrower transactions in relation to its security holders business and (B) promptly after receipt activities. Borrower shall, and shall cause each of notice thereofits Subsidiaries to, a report allow, at the sole cost of any material legal actions pending or threatened against Borrower Borrower, Collateral Agent or any Subsidiary Lender, during regular business hours upon reasonable prior notice (provided that no notice shall be required when an Event of Default has occurred and is continuing), to visit and inspect any of its properties, to examine and make abstracts or copies from any of its books and records, and to conduct a collateral audit and analysis of its operations and the commencement Collateral. Such audits shall be conducted no more often than once per calendar year; provided, that when an Event of any action, proceeding or governmental investigation involving Borrower Default exists Collateral Agent (or any Subsidiary is commenced that is reasonably expected to result in damages of its respective representatives or costs to independent contractors) may do any of the foregoing at the expense of Borrower of One Hundred Thousand Dollars ($100,000) or moreat any time during normal business hours and without advance notice.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LenderBank: (ai) as soon as available, but in any event within fifteen (15) days after the last day of each month whether or not any Obligations are outstanding, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (A) aged listings of accounts receivable and accounts payable by invoice date, and (B) sales or billing journal and cash receipts report by invoice date; (ii) as soon as available, but in any event within thirty (30) days after the end last day of each monthmonth while any Obligations are outstanding and within thirty (30) days after the last day of each quarter when no Obligations are outstanding (provided that prior to any Credit Extension Borrowers shall deliver to Bank any prior monthly deliverables provided for under this clause (b) not previously provided on a monthly basis that would have been due had there been Obligations outstanding), a Borrower company prepared Consolidated consolidated balance sheet sheet, income statement, and Consolidated income cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and aging of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”), together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (biii) as soon as available, but in any event within thirty one hundred eighty (30180) days after the end of each Borrower’s fiscal quarteryears 2020 and beyond, a audited consolidated financial statements of Borrower prepared Consolidated cash flow statement covering Borrower’s operations during in accordance with GAAP, consistently applied, together with an unqualified opinion on such period, financial statements of PriceWaterhouseCoopers or another independent certified by a Responsible Officerpublic accounting firm reasonably acceptable to Bank; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (div) as soon as available, but in any event within two hundred seventy (270) days after no later than the end earlier to occur of Borrower’s fiscal year, audited Consolidated financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (e) as soon as available, but in any event within thirty (30) days after following the end beginning of each fiscal year or the date of approval by Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (fv) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (Bvi) promptly after upon receipt of notice thereof, a report of any material legal actions pending or threatened in writing against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Two Hundred Thousand Dollars ($100,000200,000) or more; and (vii) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. G. Section 6.9 (Financial Covenants) of the Loan and Security Agreement is amended and restated in its entirety to read as follows:

Financial Statements, Reports, Certificates. Borrower shall deliver to Lender: (a) Deliver to each Lender: (i) as soon as available, but in any event within no later than thirty (30) days after the end last day of each month, a Borrower company prepared Consolidated consolidated and consolidating balance sheet and Consolidated sheet, income statement and cash flow statement covering Borrower’s the consolidated operations during of Borrower and its Subsidiaries for such period, and aging of Borrower’s accounts receivable and accounts payable, all month certified by Borrower’s president, treasurer, controller or chief financial officer a Responsible Officer and in a form reasonably acceptable to Collateral Agent; (each, a “Responsible Officer”); (bii) as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower’s fiscal year or within five (5) days of filing with the SEC or other applicable authority in any event within the relevant jurisdiction, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretion; (iii) as soon as available, but no later than thirty (30) days after the end last day of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering of Borrower’s operations during such periodfiscal years, certified Borrower’s annual financial projections for the entire current fiscal year which shall be approved by Borrower’s Board of Directors, which annual financial projections shall be set forth in a Responsible Officer; (c) at the same time such is provided month-by-month format with respect to the lender providing Net Product Revenues (the Indebtedness permitted pursuant “Annual Net Product Revenue Projections”) and in a quarter-by-quarter format with respect to clause all other financial projections contained therein (i) the Annual Net Product Revenue Projections and the other annual financial projections as originally delivered to Collateral Agent and the Lenders in a certificate of the definition chief financial officer or controller of Irish Borrower are referred to herein, collectively, as the “Permitted IndebtednessAnnual Projections”; provided that, B▇▇▇▇▇▇▇any revisions of the Annual Projections (which shall also CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. be approved by Borrower’s borrowing base certificate Board of Directors) shall be delivered to Collateral Agent and the Lenders no later than seven (or similar document7) calculating the principal amount days after any changes thereto); (iv) within five (5) days of such Indebtedness delivery, copies of all statements, reports and notices made available to be borrowed by B▇▇▇▇▇▇▇Borrower’s security holders or holders of Subordinated Debt; (v) 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 filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (vi) prompt notice of any amendments of or other changes to the capitalization table of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries, together with any copies reflecting such amendments or changes with respect thereto; (vii) prompt notice of (A) any material change in the composition of the Intellectual Property, (dB) the registration of any copyright, including any subsequent ownership right of Borrower or any of its Subsidiaries in or to any copyright, patent or trademark, including a copy of any such registration, and (C) any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (viii) as soon as available, but in any event within two hundred seventy (270) days after the end of Borrower’s fiscal year, audited Consolidated financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion (other no later than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (e) as soon as available, but in any event within thirty (30) days after the end last day of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or receivedeach month, copies of all correspondence, reports, documents and other filings the month-end account statements for each Collateral Account maintained by Borrower or any of its Subsidiaries with any Governmental Authority regarding Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the revocationapplicable institution(s), suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and and (fix) such other financial information as reasonably requested by Collateral Agent or any Lender may reasonably request from time Lender. Notwithstanding the foregoing, documents required to time. From and after be delivered pursuant to the terms hereof (to the extent any such time as Borrower becomes a publicly reporting company, promptly as they documents are available and included in any event: (i) at the time of filing of Borrower’s Form 10‑K materials otherwise filed with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (iiSEC) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, 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. (b) Concurrently with the delivery of the filing. In additionfinancial statements specified in Section 6.2(a)(i) above but no later than thirty (30) days after the last day of each month, Borrower shall deliver to each Lender Lender, a duly completed Compliance Certificate signed by a Responsible Officer. (Ac) promptly upon becoming availableKeep proper books of record and account in accordance with GAAP in all material respects, copies in which full, true and correct entries shall be made of all statements, reports dealings and notices sent or made available generally by Borrower transactions in relation to its security holders business and (B) promptly after receipt activities. Borrower shall, and shall cause each of notice thereofits Subsidiaries to, a report allow, at the sole cost of any material legal actions pending or threatened against Borrower Borrower, Collateral Agent or any Subsidiary Lender, during regular business hours upon reasonable prior notice (provided that no notice shall be required when an Event of Default has occurred and is continuing), to visit and inspect any of its properties, to examine and make abstracts or copies from any of its books and records, and to conduct a collateral audit and analysis of its operations and the commencement Collateral. Such audits shall be conducted no more often than twice every year unless (and more frequently if) an Event of any action, proceeding or governmental investigation involving Borrower or any Subsidiary Default has occurred and is commenced that is reasonably expected to result in damages or costs to Borrower of One Hundred Thousand Dollars ($100,000) or morecontinuing.

Financial Statements, Reports, Certificates. Borrower shall deliver Deliver to Agent (and if so requested by Agent, with copies for each Revolving Lender) each of the financial statements, reports, or other items set forth below at the following times in form satisfactory to Agent: (a) as soon as available, but in any event within thirty 30 days (30(x) 45 days in the case of a month that is the end of one of Administrative Borrower’s first three fiscal quarters and (y) 60 days in the case of a month that is the end of Administrative Borrower’s fourth fiscal quarter) after the end of each month, a Borrower prepared Consolidated balance sheet and Consolidated income statement covering month during each of Administrative Borrower’s fiscal years, (a) an unaudited consolidated balance sheet, income statement, statement of cash flow and shareholders’ equity covering Parent’s, Administrative Borrower’s and its Subsidiaries’ operations during such periodperiod and compared to the prior period and plan, together with a corresponding discussion and aging analysis of Borrower’s accounts receivable and accounts payableresults from management, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”); (b) a Compliance Certificate along with the underlying calculations, including the calculations to arrive at EBITDA to the extent applicable (in the case of the year-end monthly certificate, noting that the calculations that therein are subject to change based on results of the audit), (c) a calculation of the Fixed Charge Coverage Ratio that is required to be delivered under the Term Loan Credit Agreement, and (d) any compliance certificate delivered under the Term Loan Credit Agreement. Note: SEC filings will satisfy for fiscal quarter months. as soon as available, but in any event within thirty (30) 120 days after the end of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering of Administrative Borrower’s operations during such period, certified by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇fiscal years, (de) as soon as availableconsolidated financial statements of Parent, but in any event within two hundred seventy (270) days after the end of Borrower’s Administrative Borrower and its Subsidiaries for each such fiscal year, audited Consolidated financial statements by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications (including any (A) “going concern” or like qualification or exception, (B) qualification or exception as to the scope of Borrower 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 Article 7 of the Agreement), by such accountants to have been prepared in accordance with GAAP, together with an unqualified opinion GAAP (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such audited financial statements to include a balance sheet, income statement, statement of a nationally recognized or other independent public accounting firm reasonably acceptable cash flow, and statement of shareholder’s equity, and, if prepared, such accountants’ letter to Lender; (e) as soon as availablemanagement), but in any event within thirty (30) days after the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K Compliance Certificate along with the Securities and Exchange Commission after underlying calculations, including the end of each fiscal year of Borrowercalculations to arrive at EBITDA to the extent applicable, the financial statements of Borrower filed with such Form 10‑K; and (iig) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each a calculation of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may Fixed Charge Coverage Ratio that is required to be delivered electronically or on B▇▇▇▇▇▇▇’s website under the Term Loan Credit Agreement, and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and (B) promptly after receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to result in damages or costs to Borrower of One Hundred Thousand Dollars ($100,000) or more.

Financial Statements, Reports, Certificates. Borrower shall deliver Deliver to Agent (and if so requested by Agent, with copies for each Lender) each of the financial statements, reports, or other items set forth below at the following times in form satisfactory to Agent: as soon as available, but in any event no later than the 45th day after the end of each Fiscal Quarter during each of Borrower’s Fiscal Years, except the fourth Fiscal Quarter, (a) an unaudited consolidated balance sheet as of the last day of Borrower’s first three Fiscal Quarters and an income statement and statement of cash flow, covering Borrower’s operations on a consolidated basis for such period and compared to the prior quarter, (b) a reconciliation of billed Accounts and trade accounts payable of Borrower’s general ledger accounts to its quarterly financial statements including any book reserves related to each category, and (c) a Compliance Certificate. as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, or more frequently upon any material change to Borrower’s business, (d) a Borrower prepared Consolidated detailed report regarding Borrower’s unbilled Accounts. as soon as available, but in any event no later than the 90th day after the end of each of Borrower’s Fiscal Years during the term of the Agreement, (e) consolidated balance sheet as of the last day of Borrower’s Fiscal Year, and Consolidated an income statement and statement of cash flow covering Borrower’s operations during on a consolidated basis for such periodFiscal Year, audited by independent certified public accountants reasonably acceptable to Agent and aging certified, without any of the following qualifications (including any (A) “going concern” or like qualification or exception, other than for Fiscal Year 2013 provided such “going concern” qualification is solely with respect the pending maturities of Borrower’s accounts receivable existing Indebtedness, its recurring net losses and accounts payableits excess of liabilities over its assets, all certified (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 5.07 of the Agreement), by Borrowersuch accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, statement of cash flow, and statement of shareholder’s presidentequity, treasurerand, controller or chief financial officer if prepared, such accountants’ letter to management), and (each, f) a “Responsible Officer”); (b) Compliance Certificate. as soon as available, but in any event within thirty (30) 30 days after prior to the end start of each fiscal quarterof Borrower’s Fiscal Years, a Borrower prepared Consolidated or more frequently upon any material change to Borrower’s business, (g) copies of Borrower’s Projections (including management’s projected income statements, balance sheets and cash flow statement covering Borrower’s operations during such periodstatements), in form and substance satisfactory to Agent, in its sole but reasonable discretion, for the forthcoming Fiscal Year, month by month, certified by a Responsible Officer; (c) the chief financial officer of Borrower as being the Borrower’s good faith projection of the financial performance of Borrower during the period covered thereby subject to assumptions believed by Borrower to be reasonable at the same time of the delivery of such Projections to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrower’s good faith estimate, projections or forecasts based on methods and assumptions which Borrower believed to be reasonable at the time such is provided Projections were prepared, are not to be viewed as facts, and that actual results during the lender providing period or periods covered by the Indebtedness permitted pursuant to clause Projections may differ materially from projected or estimated results. if and when filed by Borrower, (h) Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports, all within 5 days of filing (i) of any other filings made by Borrower with the definition of “Permitted Indebtedness”SEC, B▇▇▇▇▇▇▇’s borrowing base certificate and (or similar documentj) calculating the principal amount of such Indebtedness available any other information that is provided by Borrower to be borrowed by B▇▇▇▇▇▇▇, (d) its shareholders generally in their capacity as soon shareholders and not information generally provided to individuals in their capacity as availableemployees. promptly, but in any event within two hundred seventy no later than 5 Business Days after Borrower has knowledge of any event or condition that constitutes a Default or an Event of Default, (270k) days notice of such event or condition and a statement of the curative action that Borrower proposes to take with respect thereto. promptly after the end of Borrower’s fiscal year, audited Consolidated financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (e) as soon as availablecommencement thereof, but in any event within thirty (30l) days after the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies notice of all correspondenceactions, reportssuits, documents and other filings or proceedings brought by or against Borrower or any of its Subsidiaries with before any Governmental Authority regarding which reasonably event no later than 5 Business Days after the revocationservice of process with respect thereto on Borrower or any of its Subsidiaries, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have result in a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and (B) promptly after receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to result in damages or costs to Borrower of One Hundred Thousand Dollars ($100,000) or more.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver the following to LenderAgent by email to the address specified pursuant to Article 11 (and Agent shall deliver same to Lenders immediately upon receipt thereof), and Agent and Lenders shall be entitled to rely on the information contained therein: (ai) as soon as available, but in any event within the earlier of (x) forty-five (45) days after the end of each calendar quarter and (y) the date on which delivered to the SEC, Parent’s consolidated financial statements including a cash flow statement, income statement and balance sheet for the period reported, and certified by a Responsible Officer of Parent; (ii) if a Default or Event of Default has occurred and is continuing, as soon as available, but in any event within thirty (30) days after the end of each monthcalendar month (in form and substance satisfactory to the Required Lenders), P▇▇▇▇▇’s consolidated financial statements including a Borrower prepared Consolidated cash flow statement, income statement and balance sheet and Consolidated income statement covering Borrower’s operations during such periodfor the period reported, and aging of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”)Officer of Parent; (biii) as soon as available, but in any event within the earlier of (x) one hundred and twenty (120) days after the end of Parent’s fiscal year and (y) the date on which delivered to the SEC, audited consolidated financial statements of Parent in accordance with GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable the Initial Lenders; (iv) as soon as available, but in any event within thirty (30) days after prior to the end of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during such period, certified by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any event within two hundred seventy (270) days after the end of BorrowerParent’s fiscal year, audited Consolidated an annual operating budget and financial statements of Borrower prepared projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in accordance with GAAP, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent public accounting firm quarterly format reasonably acceptable to Lenderthe Required Lenders, provided that with respect to Borrower’s annual operating budget for fiscal year 2023, the Borrower may deliver such annual operating budget to Agent by no later than the earlier of (x) January 10, 2023 and (y) one Business Day prior to the closing of Heartland Disposition (as defined in that certain Limited Consent to be entered into on or about January 9, 2023); (ev) as soon as available, but in any event within thirty (30) days after the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower any Loan Party to its security holders and debt holders, when made available to such holders; (Bvi) promptly after upon receipt of written notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced Loan Party that is could reasonably expected be deemed to result in damages damages, fines, penalties or costs other sanctions by any Governmental Authority payable by any Loan Party exceeding the Threshold Amount, or claims for injunctive or equitable relief; (vii) promptly upon receipt thereof (but in any event no more than three (3) Business Days thereafter), (A) copies of any amendments, waivers, consents or other modifications to Borrower any Intermediation Facility Documents or any other documents relating to Indebtedness in excess of One Hundred Thousand Dollars the Threshold Amount, as applicable, ($100,000B) notices of default required to be delivered pursuant to any Intermediation Facility Documents, or moreany other documents relating to Indebtedness in excess of the Threshold Amount, as applicable, (C) notices of material adverse changes, and (D) notice of any Change of Control; (viii) other financial information as Agent or any Lender may reasonably request from time to time promptly after such request and (ix) environmental, social and corporate governance related materials reasonably requested by the Lenders, including the BlackRock ESG Questionnaire within 75 days after the end of each year.seventy-five (75) days after request therefor by the requesting Lenders, which in the case of the BlackRock ESG Questionnaire, shall be completed by the Loan Parties, for direct delivery to the BlackRock Lenders, within seventy-five (75) days after request through the e-Front system without any additional request by such BlackRock Lenders. Notwithstanding the foregoing, any Lender may request to not receive any information that may constitute material non-public information from the Agent, it being acknowledged that such documents or information may include amendments or requests for amendment that have been designated as “private side” information by the Borrower.

Financial Statements, Reports, Certificates. Borrower shall deliver Deliver to Lender: Bank: (a) as soon as available, but in any event case within one hundred twenty (120) days after the last day of each fiscal year of Guarantor, (i) Guarantor’s 10-K, (ii) audited consolidated and consolidating balance sheet and statements of income and surplus of Guarantor for the preceding year prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm of national standing (or otherwise reasonably acceptable to Bank) and (iii) a Compliance Certificate, signed by a Responsible Officer; (b) as soon as available, but in any case within forty-five (45) days after the end of each fiscal quarter of Guarantor ending on March 31, June 30 and September 30, (i) Guarantor’s 10-Q, (ii) consolidated and consolidating balance sheet and statements of income and surplus of Guarantor for the period from the beginning of Guarantor’s fiscal year to the end of the applicable fiscal quarter, prepared in accordance with GAAP, consistently applied, and certified by a Responsible Officer of Guarantor, (iii) quarterly, independent, third party valuations of Guarantor’s Portfolio Companies by a reputable firm with experience in the business of valuing such Portfolio Companies and (iv) a Compliance Certificate, signed by a Responsible Officer; (c) as soon as available, but in any case not later than thirty (30) days after the end of each month, monthly internal valuations of Guarantor’s Portfolio Companies conducted by a Borrower prepared Consolidated balance sheet contractor or employee of Guarantor that is experienced and Consolidated income statement covering Borrower’s operations during qualified to conduct such periodvaluations, and aging of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”); (b) as soon as available, but in any event within thirty (30) days after the end of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during such period, certified determined valuations shall be confirmed to be reasonable by a Responsible Officer; (c) at reputable firm with experience in the same time business of valuing such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, Portfolio Companies; (d) as soon as available, but in any event within two hundred seventy (270) days after the end of Borrower’s fiscal year, audited Consolidated financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (e) as soon as available, but in any event within thirty (30) days after the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and (B) promptly after receipt of notice thereof, a report of any material legal actions pending or threatened against a Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is are reasonably expected likely to result in damages or costs to Borrower of One Two Hundred Fifty Thousand Dollars ($100,000250,000.00) or more; (e) promptly upon the occurrence of an Event of Default hereunder, notification thereof; (f) such other information, financial and otherwise, as Bank may reasonably request from time to time.

Financial Statements, Reports, Certificates. Borrower shall deliver to LenderBank: (a) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a Borrower company prepared Consolidated consolidated balance sheet and Consolidated income statement covering Borrower’s 's consolidated operations during such period, in a form reasonably acceptable to Bank and aging of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”); (b) as soon as available, but in any event within thirty ninety (3090) days after the end of each Borrower's fiscal quarteryear, a audited consolidated financial statements of Borrower prepared Consolidated cash flow statement covering Borrower’s operations during in accordance with GAAP, consistently applied, together with an unqualified opinion on such periodfinancial statements of an independent certified public accounting firm reasonably acceptable to Bank, certified which financial statements shall reflect no material adverse changes from the financial statements prepared by a Responsible OfficerBorrower and delivered to Bank; (c) at the same time such is provided promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in uninsured damages or costs to the lender providing the Indebtedness permitted pursuant to clause Borrower or any Subsidiary of Five Hundred Thousand Dollars (i$500,000) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, more; (d) as soon as available, but in any event within two hundred seventy (270) days after the end of Borrower’s fiscal year, audited Consolidated financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (e) as soon as available, but in any event case within thirty (30) days after the end first day of Borrower’s each fiscal year, B▇▇▇▇▇▇▇’s Borrower's business plan, including operating budget and plan budget, for the next fiscal such year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (fe) such budgets, sales projections, operating plans or other financial information as any Lender Bank 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: (if) at within thirty (30) days of the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end last day of each fiscal year quarter, a report signed by Borrower in a form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations as well as any material changes in Borrower, the financial statements of Borrower filed with such Form 10‑K; and 's intellectual property. Within thirty (ii30) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission days after the end last day of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, month in each case, such financial statements may be delivered electronically which any Advances are outstanding under Sections 2.1.1 or on B▇▇▇▇▇▇▇’s website and2.1.2 or, if so deliveredno Advances are outstanding, shall be deemed to have been delivered on within thirty (30) days after the date last day of the filing. In additioneach quarter, Borrower shall deliver to each Lender (A) promptly upon becoming availableBank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and payable. Borrower shall deliver to Bank copies of all statementsits Forms 10-K and 10-Q as filed with the United States Securities and Exchange Commission, reports and notices sent or made available generally by Borrower to its security holders and in each case within five (B5) promptly after receipt of notice days following the filing thereof, accompanied by a report Compliance Certificate signed by a Responsible Officer in substantially the form of any material legal actions pending or threatened against Borrower or any Subsidiary or Exhibit D hereto. Bank shall have the commencement right from time to time hereafter to audit Borrower's Accounts and appraise Collateral at Borrower's expense, provided that such audits will be conducted not more frequently than two (2) times per year, unless an Event of any actionDefault has occurred and is continuing, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to result in damages or costs to Borrower of One Hundred Thousand Dollars ($100,000) or morewhich event such audits shall be conducted in Bank's sole discretion.

Financial Statements, Reports, Certificates. (a) Borrower shall will deliver to LenderBank: (ai) as soon as available, but in any event within thirty (30) no later than 30 days after the end last day of each month, a Borrower company prepared Consolidated consolidated balance sheet and Consolidated income statement covering Borrower’s 's consolidated operations during such period, and aging of Borrower’s accounts receivable and accounts payable, all the period certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”)Officer and in a form acceptable to Bank; (bii) as soon as available, but in any event within thirty (30) no later than 90 days after the end of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during such period, certified by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any event within two hundred seventy (270) days after the end last day of Borrower’s 's fiscal year, audited Consolidated consolidated financial statements of Borrower prepared in accordance with under GAAP, consistently applied, together with an opinion which is unqualified opinion (other than a “going concern” qualification resulting from or otherwise consented to by Bank on the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other from an independent certified public accounting firm reasonably acceptable to LenderBank; (e) as soon as available, but in any event within thirty (30) days after the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (fiii) within fifteen (15) 5 days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower's security holders or to any holders of Subordinated Debt and all reports on Form 10-K and 10-Q filed with the Securities and Exchange Commission; (Biv) promptly after receipt of notice thereof, a prompt report of any material legal actions pending or to Borrower's knowledge threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) 100,000 or more; and (v) budgets, sales projections, operating plans or other financial information Bank reasonably requests. (b) At such time as Advances are outstanding or prior to an Advance if no Advances are outstanding, within 30 days after the last day of each month, Borrower will deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in the form of Exhibit C, with aged listings of accounts receivable (by invoice date) and accounts payable (by invoice date). (c) Within 30 days after the last day of each month, Borrower will deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit D. (d) Within 30 days after the last day of Borrower's fiscal year, Borrower will deliver to Bank its annual Board of Directors approved financial projections acceptable to Bank. (e) Upon prior reasonable notice during normal business hours of Borrower, allow Bank to audit Borrower's Collateral at Borrower's expense not to exceed $7,000 annually so long as Borrower's supporting records are in good condition. The initial audit will be conducted prior to the initial Advance and all subsequent audits will be conducted no more often than once every 6 months, at Bank's discretion, unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver Deliver to LenderFoothill: (a) as soon as available, but in any event within thirty forty-five (3045) days after the end of each monthmonth during each of WXCC and WXLC's fiscal years, a Borrower an internally-prepared Consolidated balance sheet sheet, an internally-prepared income statement, and Consolidated income (if and only if available) an internally-prepared cash flow statement covering Borrower’s WXCC and WXLC's consolidated operations during such period, together with a report estimating the aggregate amount, as of the end of such month, of all Telecommunication Taxes payable by WXCC and aging WXLC in respect of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller their business activities in the State of Texas or chief financial officer (each, any other state where Foothill determines pursuant to SECTION 2.1 that a “Responsible Officer”)Telecommunication Tax Reserve is necessary; (b) as soon as available, but in any event not later than April 1, 1997 for each of WXCC and WXLC's 1996 fiscal years, and within thirty one hundred fifty (30150) days after the end of each of WXCC and WXLC's subsequent fiscal quarteryears, consolidated financial statements of WXCC and WXLC for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during certificate of such period, certified by a Responsible Officeraccountants addressed to Foothill stating that such accountants do not have knowledge of the existence of any Default or Event of Default then continuing; and (c) at if the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”are obtained by WXCC and WXLC, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any event within two one hundred seventy fifty (270150) days after the end of Borrower’s the first two fiscal yearquarters of each of WXCC and WXLC's fiscal years, audited Consolidated consolidated financial statements of Borrower WXCC and WXLC for such two fiscal quarters, audited by independent certified public accountants reasonably acceptable to Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such . Such audited financial statements shall include a balance sheet, profit and loss statement, and cash flow statement, and, if prepared, such accountants' letter to management. If WXCC or WXLC is a parent company of one or more Subsidiaries or is a nationally recognized or other independent public accounting firm reasonably acceptable Subsidiary of another company, then, in addition to Lender; (e) the financial statements referred to above, but without duplication, WXCC and WXLC agree to deliver financial statements prepared on a consolidating basis so as to present WXCC and WXLC and each such related entity separately, and on a consolidated basis. CTST in addition shall deliver to Foothill, as soon as available, but in any event within thirty forty-five (3045) days after the end of Borrower’s each month during each of CTST's fiscal yearyears, B▇▇▇▇▇▇▇’s operating budget a company prepared balance sheet and plan for income statement covering CTST's operations during such period, together with a report estimating the next fiscal yearaggregate amount, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year such month, of Borrowerall Telecommunication Taxes payable by CTST in respect of any business activities in the State of Texas or any other state where Foothill determines pursuant to SECTION 2.1 that a Telecommunication Tax Reserve is necessary. If CTST hereafter obtains audited annual financial statements, the financial statements of Borrower filed with such Form 10‑K; and CTST in addition shall deliver to Foothill, as soon as available, but in any event within one hundred fifty (ii150) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission days after the end of each of its fiscal years with respect to which such audited financial statements are to be obtained, financial statements of CTST for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Foothill stating that such accountants do not have knowledge of the first three existence of any Default or Event of Default then continuing. Such audited financial statements shall include a balance sheet, profit and loss statement, and cash flow statement, and, if prepared, such accountants' letter to management. With respect to any fiscal quarters year of CTST for which its gross revenues were greater than or equal to $27,000,000, if the preceding paragraph hereof is not otherwise applicable because CTST has not itself determined to obtain audited financial statements, Foothill shall have the right, upon written request to CTST, to require CTST to obtain audited financial statements with respect to such fiscal year, and related accountant's certifications, in compliance with the foregoing paragraph, except that such items shall be due the earlier of (a) the soonest date that they are available following Foothill's request, and (ii) one hundred fifty (150) days after Foothill's request, which request shall not be made until after the last day of the fiscal year with respect to which such financial statements relate at such time as it has been ascertained with reasonable assurance that the gross revenues of CTST for such fiscal year were in fact greater than or equal to $27,000,000. Together with the above, Borrower also shall deliver to Foothill Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by Foothill relating to the financial condition of Borrower. Each month, together with the financial statements provided pursuant to SECTION 6.3(a), Borrower shall deliver to Foothill a certificate signed by its chief financial officer to the effect that: (i) all reports, statements, or computer prepared information of any kind or nature delivered or caused to be delivered to Foothill hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments) and fairly present the financial condition of Borrower, (ii) the Consolidated financial statements representations and warranties of Borrower filed contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) for each month that also is the date on which a financial covenant in SECTION 6.11 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in SECTION 6.11, and (iv) on the date of delivery of such Form 10‑Q; provided thatcertificate to Foothill there does not exist any condition or event that constitutes a Default or Event of Default (or, in each case, to the extent of any non-compliance, describing such financial statements non-compliance as to which he or she may be delivered electronically have knowledge and what action Borrower has taken, is taking, or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed proposes to have been delivered on the date of the filingtake with respect thereto). In addition, Borrower shall have issued written instructions to its independent certified public accountants authorizing them to communicate with Foothill and to release to Foothill whatever financial information concerning Borrower that Foothill may request. Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to each Lender (A) promptly upon becoming availableFoothill, at Borrower's expense, copies of all Borrower's financial statements, reports papers related thereto, and notices sent other accounting records of any nature in their possession, and to disclose to Foothill any information they may have regarding Borrower's business affairs and financial conditions. Notwithstanding any other provision contained herein, Foothill shall not be entitled to obtain any information that Borrower reasonably and in good faith claims is protected by any attorney-client or made available generally attorney-work-product privileges, and nothing herein shall constitute any waiver by Borrower to its security holders and (B) promptly after receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to result in damages or costs to Borrower of One Hundred Thousand Dollars ($100,000) or moresuch privileges.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Lender: Bank: (a) within five (5) days after the last day of each month, (i) aged listings of accounts receivable and accounts payable by invoice date, (ii) a deferred revenue schedule, (iii) sales journal, (iv) collections journal, and (v) a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto; (b) as soon as available, but in any event within thirty (30) days after the end of each month, a Borrower prepared Consolidated balance sheet and Consolidated income statement covering Borrower’s operations during such periodbalance sheet, income statement, and aging of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”); (b) as soon as available, but in any event within thirty (30) days after the end of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during such periodmonth, certified prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank along with a Compliance Certificate signed by a Responsible Officer; Officer in substantially the form of Exhibit D hereto; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause as soon as available, within fifty (i50) days of the definition end of “Permitted Indebtedness”each Parent’s fiscal quarter, B▇▇▇▇▇▇▇company-prepared consolidated balance sheet, income statement, and cash flow statement covering Parent’s borrowing base certificate (or similar document) calculating consolidated operations during such period, prepared in accordance with GAAP, consistently applied, and filed as Parent’s Form 10-Q filed with the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, Securities and Exchange Commission; (d) as soon as available, but in any event within two one hundred seventy twenty (270120) days after the end of BorrowerParent’s fiscal year, audited Consolidated consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other an independent certified public accounting firm reasonably acceptable to Lender; Bank, filed as Form 10-K with the Securities and Exchange Commission, along with consolidating statements reflecting Borrower’s operations for such period; (e) as soon as available, but in any event within fifteen (15) days of filing, copies of Borrower’s tax returns, with schedules; (f) as soon as available, but in any event no later than thirty (30) days after following the end beginning of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as annual operating projections (including income statements, balance sheets and cash flow statements presented in a monthly format) for the upcoming fiscal year approved by B▇▇▇▇▇▇▇Borrower’s board of directors; directors and in form and substance reasonably satisfactory to Bank (f“Financial Projections”); (g) within fifteen thirty (1530) days after of the same are sent or receivedend of each month, copies of all correspondencebank statements for operating, reports, documents and other filings by Borrower depository or any investment accounts maintained outside of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and Bank; (fh) such budgets, sales projections, operating plans, other financial information including information related to the verification of Borrower’s Accounts as any Lender Bank 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: ; (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower Parent to its security holders and or to any holders of Subordinated Debt, promptly upon distribution to such holders; (Bj) promptly after upon receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to could result in damages or costs to Borrower or any Subsidiary of One Hundred Fifty Thousand Dollars ($100,00050,000) or more, or any commercial tort claim (as defined in the Code) acquired by Borrower; and (k) promptly (and in any event within three (3) Business Days) upon Borrower becoming aware of the existence of any Event of Default or event described in Section 8 (including Section 8.6) which, with the giving of notice or passage of time, or both, would constitute an Event of Default, Borrower shall give written notice to Bank of such occurrence, which such notice shall include a reasonably detailed description of such Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default.

Financial Statements, Reports, Certificates. Borrower shall deliver to Lender: Bank: (a) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a Borrower company prepared Consolidated consolidated balance sheet and Consolidated income statement covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and aging of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”); ; (b) as soon as available, but in any event within thirty (30) days after the end of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during such period, certified by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any event within two hundred seventy (270) 120 days after the end of Borrower’s fiscal year, audited Consolidated consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied (“Borrower’s Annual Financial Statements”), together with an opinion, which is unqualified opinion (other than a “including no going concern” qualification resulting from the impending maturity of any Indebtednessconcern comment or qualification) or otherwise consented to in writing by Bank, on such financial statements of a nationally recognized or other an independent certified public accounting firm reasonably acceptable to LenderBank (“CPA Firm”); (e) as soon as availableprovided, but in any event within thirty (30) days after the end of Borrower’s fiscal yearhowever, B▇▇▇▇▇▇▇’s operating budget and plan Borrower may deliver to Bank an opinion that is qualified by a CPA Firm for its Annual Financial Statements for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each 2011 fiscal year so long as such qualification is solely the result of Borrower, the financial a “going concern” related to insufficient access to capital and/or negative profits and Ex-Im grants a waiver allowing such statements of Borrower filed with such Form 10‑K; and to be qualified; (iic) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming availableapplicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (Bd) promptly after upon receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is would reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) 250,000 or more; (e) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (f) as soon as available, but in any event not later than January 31 of each calendar year, Borrower’s financial and business projections and budget for that calendar year, with evidence of approval thereof by Borrower’s board of directors; (g) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (h) within thirty (30) days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement. (i) Within 30 days after the last day of each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (j) Within 30 days after the last day of each month, with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit E hereto. (k) As soon as practicable and in any event within two (2) Business Days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise the Collateral at Borrower’s expense, provided that (x) such audits will be conducted no more often than every 6 months unless an Event of Default has occurred and is continuing, and (y) Borrower’s liability for the expenses incurred for any such audit under this provision or under Section 6.9(f) shall not exceed $7,500.00 per audit. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver to LenderAgent: (ai) as soon as available, but in any event within thirty (30) no later than 30 days after the end last day of each month, a Borrower company prepared Consolidated unaudited consolidated financial statements, consisting of a balance sheet and Consolidated income statement covering Borrower’s consolidated operations during for the monthly period ending the last day of such periodmonth, together with a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B and aging of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, in a “Responsible Officer”)form reasonably acceptable to Agent; (bii) as soon as available, but in any event within thirty (30) no later than 180 days after the end last day of Borrower’s fiscal year, or within 5 days of filing with the SEC, if earlier, audited consolidated financial statements prepared under GAAP, consistently applied, together with the report of an independent registered accounting firm issued in connection therewith; (iii) within 5 days of earlier of filing or the required date for filing, copies of all reports on Form 10-K, Form 10-Q and Form 8-K filed with the SEC; (iv) financial projections and operating plans approved by the Borrower’s board of directors for each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during year not less than 30 days prior to each such period, certified by a Responsible Officerfiscal year; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (dv) as soon as available, but in no later than within 3 Business Days after a material default or termination of any event within two hundred seventy Material Real Property Lease, written notice of such material default or termination of such lease; and (270vi) days after other financial information reasonably requested by the end Lenders. Borrower may comply with the requirements of clauses (ii) and (iii) above by maintaining an electronic link to its SEC reports on Borrower’s fiscal year, audited Consolidated financial statements website. (b) Borrower will keep proper books of Borrower prepared record and account in accordance with GAAPGAAP in which full, together true and correct entries shall be made of all dealings and transactions in relation to its business and activities. Borrower shall allow, at the sole cost of Borrower, Agent to visit and inspect any of its properties, to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit and analysis of its operations and the Collateral, to verify the amount and age of the accounts, the identity and credit of the respective account debtors, to review the billing practices of Borrower and to discuss its respective affairs, finances and accounts with their respective officers, employees and independent public accountants as often as may reasonably be requested. Notwithstanding the foregoing, such audits shall be conducted at Borrower’s expense no more often than once every twelve (12) months unless an unqualified opinion Event of Default or a Default has occurred and is continuing. (other than a “going concern” qualification resulting from the impending maturity i) Borrower will give prompt written notice to Agent of any Indebtednesslitigation or governmental proceedings pending or threatened (in writing) on such financial statements of against Borrower which would reasonably be expected to result in a nationally recognized or other independent public accounting firm reasonably acceptable Material Adverse Change with respect to LenderBorrower; (eii) Borrower shall provide to Agent evidence of the payments required to be made to Genzyme Corporation, as soon as availablesuccessor to AnorMED, Inc., pursuant to a License Agreement between them promptly after each such payment but in any event within thirty (30) 5 days after the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effecteach such payment; and (fiii) such without limiting or contradicting any other financial information as any Lender may reasonably request from time to time. From and after such time as Borrower becomes a publicly reporting companymore specific provision of this Agreement, promptly as they are available (and in any event: (ievent within 3 Business Days) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of upon Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each becoming aware of the first three fiscal quarters existence of Borrower, the Consolidated financial statements any Event of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically Default or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In additionDefault, Borrower shall deliver give written notice to each Lender (A) promptly upon becoming availableAgent of such occurrence, copies which such notice shall include a reasonably detailed description of all statements, reports and notices sent such Event of Default or made available generally by Borrower to its security holders and (B) promptly after receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to result in damages or costs to Borrower of One Hundred Thousand Dollars ($100,000) or moreDefault.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver to Lender: (ai) as soon as available, but in any event within no later than thirty (30) days after the end last day of each month, a Borrower company prepared Consolidated consolidated balance sheet and Consolidated income statement covering Borrower’s consolidated operations during such period, the period and aging of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”); (b) as soon as available, but in any event within thirty (30) days after the end of each fiscal quarter, a Borrower prepared Consolidated updated cash flow statement covering Borrower’s operations during such period, forecasts certified by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but Officer and in any event within two hundred seventy (270) days after the end of Borrower’s fiscal year, audited Consolidated financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent public accounting firm reasonably form acceptable to Lender; (eii) as soon as available, but in any event within thirty draft GAAP consolidated annual financial statements no later than one hundred eighty (30180) days after the end last day of the Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directorsyear end; (fiii) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and (B) promptly after receipt of notice thereof, a prompt report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to could result in damages or costs to Borrower or any Subsidiary of One Two Hundred Thousand Dollars ($100,000200,000.00) or more; and (iv) budgets, sales projections, operating plans or other financial information reasonably requested by Lender. (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Lender with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B. (c) Borrower will allow Lender to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, unless an Event of Default has occurred and is continuing, Borrower shall be obligated to pay for not more than one (1) audit per year. Borrower hereby acknowledges that the first such audit will be conducted within one hundred eighty (180) days after the execution of this Agreement. After the occurrence and during the continuation of an Event of Default, Lender may audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable at Borrower’s expense and at Lender’s sole and exclusive discretion and without notification and authorization from Borrower. (d) Upon Lender’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay. (e) Provide Lender with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to Lender. (f) Provide Lender with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Lender.

Financial Statements, Reports, Certificates. (a) Borrower shall will deliver to LenderBank: (ai) as soon as available, but in any event within thirty (30) no later than 30 days after the last day of each month (except that the financial statements for the month of January will be delivered together with the February financial statements but the Compliance Certificate for January shall be delivered per subsection (b) below within 30 days of the end of each monthJanuary), a Borrower company prepared Consolidated consolidated balance sheet and Consolidated income statement covering Borrower’s consolidated operations during such the period, and aging of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”)Officer and in a form acceptable to Bank; (bii) as soon as available, but in any event within thirty (30) no later than 120 days after the end last day of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; provided that Borrower shall be deemed to have satisfied such periodrequirement if such financial statements are available from public sources (e.g., certified by a Responsible Officer; (c) at online through the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, BSecurities and Exchange Commission’s ▇▇▇▇▇▇▇’s borrowing base certificate ▇ website service); (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (diii) as soon as available, but no later than 45 days after the last day of each of Borrower’s fiscal quarters, company prepared consolidated balance sheet and income statement and statement of cash flows covering Borrower’s consolidated operations during the period; provided that Borrower shall be deemed to have satisfied such requirement if such financial statements are available from public sources (e.g., online through the Securities and Exchange Commission’s ▇▇▇▇▇ website service); (iv) within 5 days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 8-K filed with the Securities and Exchange Commission; provided that Borrower shall be deemed to have satisfied such requirement if such reports are available from public sources (e.g., online through the Securities and Exchange Commission’s ▇▇▇▇▇ website service); (v) a prompt report of any legal actions pending or, to the knowledge of a Responsible Officer, threatened against Borrower or any Subsidiary that would reasonably be expected to result in damages or costs to Borrower or any event Subsidiary of $250,000 or more; and (vi) budgets, sales projections, operating plans or other financial information Bank reasonably requests, including without limitation annual projections approved by Borrower’s board of directors, in a format reasonably acceptable to Bank (and Bank hereby acknowledges that the format of Borrower’s projections delivered to Bank prior to the Effective Date is acceptable), within two hundred seventy (270) 45 days after the end of Borrower’s fiscal year, audited Consolidated financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion . (other than a “going concern” qualification resulting from the impending maturity of any Indebtednessb) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (e) as soon as available, but in any event within thirty (30) Within 30 days after the end last day of each month, Borrower will deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit C. (c) Bank has the right to audit Borrower’s fiscal yearCollateral at Borrower’s expense (not to exceed $5,000 unless an Event of Default has occurred and is continuing), B▇▇▇▇▇▇▇’s operating budget but the audits will be conducted no more often than every year unless an Event of Default has occurred and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; is continuing. Each audit will be conducted during reasonable business hours and upon reasonable (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (ino event less than 5 Business Days) at the time prior notice, unless an Event of filing of Borrower’s Form 10‑K with the Securities Default has occurred and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and (B) promptly after receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to result in damages or costs to Borrower of One Hundred Thousand Dollars ($100,000) or morecontinuing.

Financial Statements, Reports, Certificates. Borrower shall deliver to Lender: Bank: (a) as soon as available, but in any event case within thirty forty-five (3045) days after the end of each monthfiscal quarter ending March 31, June 30 or September 30, (i) a Borrower prepared Consolidated balance sheet and Consolidated income statement covering Borrower’s operations during such periodCompliance Certificate signed by a Responsible Officer in substantially the form of Exhibit C attached hereto, and aging (ii) a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”); Exhibit D attached hereto; (b) as soon as available, but in any event within thirty ninety (3090) days after the end last day of each fiscal quarteryear, (i) a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during such period, certified Compliance Certificate in substantially the form of Exhibit C attached hereto and (ii) a Borrowing Base Certificate in substantially the form of Exhibit D attached hereto each signed by a Responsible Officer; ; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause Within five (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any event within two hundred seventy (2705) days after the end of Borrower’s fiscal year, audited Consolidated financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (e) as soon as available, but in any event within thirty (30) days after the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or receivedfiling, copies of all correspondence, periodic and other reports, documents proxy statements, and other filings materials, including but not limited to audited annual financial statements and quarterly financial statements included in Borrower’s Form 10-K and Form 10-Q, as applicable, filed by Borrower or any of its Subsidiaries with the SEC, any Governmental Authority regarding succeeding to any or all of the revocation, suspension, restriction, limitation or termination functions of the SEC. Documents required to be delivered pursuant to the terms hereof (to the extent any Healthcare Permit or that could such documents are included in materials otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K filed with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (iiSEC) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website 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 Bank receives notice of the filing. In addition, Borrower shall deliver to each Lender such posting; (Ad) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and (B) promptly after receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected likely to result in damages or costs to Borrower of One Two Hundred Fifty Thousand Dollars ($100,000250,000) or more; (e) prompt notice of Borrower incurring any Additional Convertible Notes Indebtedness and Unsecured Longer-Term Indebtedness; (f) prompt notice of any failure to (i) comply with the portfolio diversification and similar requirements set forth in the Investment Company Act applicable to BDCs; (ii) comply with the portfolio diversification and similar requirements set forth in the IRC applicable to RICs; (iii) comply with the asset coverage requirements applicable to BDCs under the Investment Company Act (as determined pursuant to the Investment Company Act and any orders of the SEC issued to Borrower thereunder); and (iv) otherwise comply in any material respect with the requirements of the Investment Company Act as they relate to BDCs or the IRC as they relate to RICs, including without limitation any notice of such noncompliance from the SEC; and (g) budgets, operating plans or such other financial information as Bank may reasonably request from time to time.

Financial Statements, Reports, Certificates. Borrower shall deliver ------------------------------------------- to LenderBank: (a) as soon as available, but in any event within thirty forty-five (3045) days after the end of each month, a Borrower company-prepared Consolidated balance sheet and Consolidated income statement covering Borrower’s 's and Guarantor's consolidated operations during such period, and aging of Borrower’s accounts receivable and accounts payable, all in a form certified by Borrower’s president, treasurer, controller or chief financial an officer (each, a “Responsible Officer”)of Borrower reasonably acceptable to Bank; (b) as soon as available, but in any event within thirty one hundred twenty (30) days after the end of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during such period, certified by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any event within two hundred seventy (270120) days after the end of Borrower’s 's and Guarantor's fiscal year, audited Consolidated consolidated financial statements of Borrower and Guarantor prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other an independent certified public accounting firm reasonably acceptable to LenderBank; (e) as soon as available, but in any event within thirty (30) days after the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (Ac) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and (B) promptly after receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is could reasonably be expected to result in damages or costs to Borrower of One Hundred Fifty Thousand Dollars ($100,00050,000) or more; and (d) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Within twenty (20) days after the last day of each month, Borrower shall deliver to Bank a borrowing base certificate in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and --------- accounts payable for the immediately preceding month. Within forty-five (45) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a compliance certificate in substantially the form of Exhibit D hereto. --------- Bank shall have a right to audit Borrower's Accounts and Inventory at Borrower's reasonable expense prior to the initial Revolving Advance, and from time to time thereafter, provided that, such audits shall not occur more often than every six (6) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver to LenderBank: (a) as soon as available, but in any event within thirty (30) days after the end of each month, a Borrower company prepared Consolidated consolidated balance sheet and Consolidated income statement covering Borrower’s 's consolidated operations during such period, in a form and aging of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial an officer (each, a “Responsible Officer”)of Borrower reasonably acceptable to Bank; (b) as soon as available, but in any event within thirty ninety (30) days after the end of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during such period, certified by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any event within two hundred seventy (27090) days after the end of Borrower’s 's fiscal year, audited Consolidated consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other an independent certified public accounting firm reasonably acceptable to LenderBank; (ec) as soon as available, but in any event within thirty five (305) days after the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and or to any holders of Subordinated Debt; (Bd) promptly after upon receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; and (e) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of EXHIBIT C hereto, together with aged listings of accounts receivable and accounts payable, as follows: (i) upon the initial Advance and when there are Credit Extensions outstanding under the Committed Revolving Line, within twenty (20) days after the last day of each month, and (ii) if there are no Credit Extensions outstanding under the Committed Revolving Line, within twenty (20) days of the end of each fiscal quarter. Borrower shall deliver to Bank a Backlog Report on a monthly basis, within thirty (30) days after the last day of each month. Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of EXHIBIT D hereto. Bank shall have a right from time to time hereafter to audit Borrower's Accounts at Borrower's expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Each Co-Borrower shall deliver to each Lender: (a) as soon as available, but in any event within thirty (30) days after the end of each month, a Co-Borrower prepared Consolidated balance sheet and sheet, Consolidated income statement and Consolidated cash flow statement covering each Co-Borrower’s operations during such period, and aging of each Co-Borrower’s accounts receivable and accounts payable, all certified by such Co-Borrower’s president, treasurer, controller treasurer or chief financial officer (each, a “Responsible Officer”); provided that, following completion of the Business Combination Transaction or from and after such time as Borrower Representative becomes a publicly reporting company, as soon as available, but in any event within forty-five (45) days after the end of each fiscal quarter, a Co-Borrower prepared Consolidated balance sheet, Consolidated income statement and Consolidated cash flow statement covering each Co-Borrower’s operations during such period, and aging of each Co-Borrower’s accounts receivable and accounts payable, all certified by such Co-Borrower’s president, treasurer or chief financial officer; (b) as soon as available, but in any event within thirty one hundred eighty (30180) days after the end of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during such period, certified by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any event within two hundred seventy (270) days after the end of Co-Borrower’s fiscal year, audited Consolidated financial statements of each Co-Borrower prepared in accordance with GAAP, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to LenderLenders; (ec) as soon as available, but in any event within thirty sixty (3060) days after the end of each Co-Borrower’s fiscal year, B▇▇▇▇▇▇▇each Co-Borrower’s board-approved operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (fd) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, each Co-Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by such Co-Borrower to its security holders and (B) promptly after upon receipt of notice thereof, a report of any material legal actions pending or threatened against such Co-Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving such Co-Borrower or any Subsidiary is commenced that is reasonably expected to result in damages or costs to any Co-Borrower or Co-Borrowers in the aggregate of One Two Hundred Eighty Seven Thousand Five Hundred Dollars ($100,000287,500) or more.. From and after such time as any Co-Borrower becomes a publicly reporting company, promptly as they are available and in any event: (i) at the time of filing of such Co-Borrower’s Form 10-K with the Securities and Exchange Commission after the end of each fiscal year of such Co-Borrower, the financial statements of such Co-Borrower filed with such Form 10-K; and (ii) at the time of filing of such Co-Borrower’s Form 10-Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of such Co-Borrower, the Consolidated financial statements of such Co-Borrower filed with such Form 10-Q.

Financial Statements, Reports, Certificates. (a) Borrower shall will deliver to LenderBank: (ai) as soon as available, but in any event within thirty (30) no later than 30 days after the end last day of each of Borrower’s fiscal quarters, and, from and after the occurrence and during the continuance of a Liquidity Triggering Event, as soon as available, but no later than 30 days after the last day of each month, a Borrower company prepared Consolidated consolidated and consolidating balance sheet and Consolidated income statement covering Borrower’s operations during such the covered period, in a form reasonably acceptable to Bank and aging of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”); (b) as soon as available, but in any event within thirty (30) days after the end of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during such period, certified by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (dii) as soon as available, but audited consolidated fiscal year end financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from PriceWaterhouseCoopers or another an independent certified public accounting firm reasonably acceptable to Bank; (iii) within five days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened in writing against Borrower or any event Subsidiary that if adversely decided could result in damages or costs to Borrower or any Subsidiary reasonably expected to be $300,000 or more; (v) budgets, sales projections, operating plans or other financial information Bank reasonably requests, including, without limitation, within two hundred seventy (270) 30 days after the end of Borrower’s fiscal year, audited Consolidated financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion Borrower’s annual projections (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (eAnnual Projections”) as soon as available, but in any event within thirty (30) days after the end of approved by Borrower’s Board of Directors (provided that Borrower may submit to Bank revised Board-approved projections no more than twice per fiscal year, B▇▇▇▇▇▇▇subject to Bank’s operating budget review, approval and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination acceptance of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effectsuch revised projections); and (fvi) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided thatIntellectual Property report required under Section 6.8 and, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and (B) promptly after receipt of prompt notice thereof, a report of any material legal actions pending change in the composition of the Intellectual Property, including any subsequent ownership right of Borrower in or threatened against to any Copyright, Patent or Trademark not shown in any intellectual property security agreement between Borrower and Bank or any Subsidiary knowledge of an event that materially adversely affects the value of the Intellectual Property. (b) Borrower will deliver to Bank with the quarterly or monthly, as applicable, financial statements required in subsection (a) above, a Compliance Certificate signed by a Responsible Officer in the commencement form of any actionExhibit C. (c) Bank has the right to audit Borrower’s Collateral at Borrower’s expense, proceeding or governmental investigation involving Borrower or any Subsidiary but the audits will be conducted no more often than once annually unless an Event of Default has occurred and is commenced that is reasonably expected to result in damages or costs to Borrower of One Hundred Thousand Dollars ($100,000) or morecontinuing.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LenderBank: (a) as soon as available, within thirty (30) days after the last day of each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable, and an Inventory listing; (b) as soon as available but in any event within thirty (30) days after the end of the first two calendar months of each monthcalendar quarter, a Borrower company prepared Consolidated consolidated balance sheet sheet, income statement, and Consolidated income cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP (other than the lack of footnotes and aging of Borrower’s accounts receivable the fact that such company prepared financial statements will be subject to normal year end adjustments), consistently applied, in a form acceptable to Bank and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”), together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (bc) as soon as available, available but in any event within thirty forty five (3045) days after the end of the third calendar month of each fiscal calendar quarter, a Borrower company prepared Consolidated consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP (other than the lack of footnotes and the fact that such company prepared financial statements will be subject to normal year end adjustments), consistently applied, in a form acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any event within two hundred seventy ninety five (27095) days after the end of Borrower’s fiscal yearyear (beginning with fiscal year ended December 31, 2012), audited Consolidated consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized the Borrower’s current certified public accounting firm or other of an independent certified public accounting firm reasonably acceptable to LenderBank; (d) as soon as available but no later than within 30 days of filing, copies of Borrower’s federal tax returns prepared by the Borrower’s current certified public accounting firm or of an independent certified public accounting firm reasonably acceptable to Bank; (e) as soon as available, but in any event within no later than thirty (30) days after prior to the end beginning of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directorsannual operating projections (including income statements, balance sheets and cash flow statements presented in a monthly format) for the upcoming fiscal year, in form and substance reasonably satisfactory to Bank; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission, provided, that a statement, report or notice filed by the Borrower with the U.S. Securities and Exchange Commission ▇▇▇▇▇ filing system will be deemed to have been delivered to the Bank for the purposes of this Agreement; (Bg) promptly after upon receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; and (h) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time.

Financial Statements, Reports, Certificates. Borrower shall deliver Deliver to Agent (and if so requested by Agent, with copies for each Lender) each of the financial statements, reports, or other items set forth below at the following times in form satisfactory to Agent: (a) as soon as available, but in any event within thirty 30 days (3045 days in the case of a month that is the end of one of Parent Borrower’s fiscal quarters) days after the end of each month, a Borrower prepared Consolidated balance sheet and Consolidated income statement covering month during each of Borrower’s fiscal years, (a) an unaudited consolidated and consolidating balance sheet, income statement, statement of cash flow and statement of shareholder’s equity covering Parent Borrower’s and its Subsidiaries’ operations during such periodperiod and compared to the prior period and plan, together with a corresponding discussion and aging analysis of Borrower’s accounts receivable and accounts payableresults from management, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”); (b) a Compliance Certificate along with the underlying calculations, including the calculations to arrive at EBITDA to the extent applicable, (c) a calculation of the Fixed Charge Coverage Ratio that is required to be delivered under the Agreement, and (d) any compliance certificate delivered under the Term Loan Credit Agreement. as soon as available, but in any event within thirty (30) 45 days after the end of each quarter during each of Borrower’s fiscal quarteryears, a Borrower prepared Consolidated (e) an unaudited consolidated and consolidating balance sheet, income statement, statement of cash flow and statement of shareholder’s equity covering Parent Borrower’s and its Subsidiaries’ operations during such period, certified by a Responsible Officer; (c) at the same time such is provided period and compared to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of prior period and plan, prepared in accordance with GAAP as well as on an internally-determined “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount ▇ to market” basis, together with a corresponding discussion and analysis of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇results from management, (df) a certification of compliance with all applicable United States Department of Agriculture and the Food and Drug Administration rules and policies and rules and policies of any other Governmental Authority relating to Food Security Laws, including, if requested by Agent, a third-party expert certification audit or Food and Drug Administration inspection of the Loan Parties quality system. as soon as available, but in any event within two hundred seventy (270) 90 days after the end of each of Parent Borrower’s fiscal years, (g) consolidated and consolidating financial statements of Parent Borrower and its Subsidiaries for each such fiscal year, audited Consolidated financial statements by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications (including any (A) “going concern” or like qualification or exception, (B) qualification or exception as to the scope of Borrower 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 Article 7 of the Agreement (other than any qualification or exception attributable solely to the occurrence of the stated maturity of any Revolving Loans within 12 months after the date of such opinion)), by such accountants to have been prepared in accordance with GAAP, together with an unqualified opinion GAAP (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such audited financial statements to include a balance sheet, income statement, statement of cash flow, and statement of shareholder’s equity, and, if prepared, such accountants’ letter to management), as well as on an internally-determined “▇▇▇▇-to-market” basis, (h) a nationally recognized or other independent public accounting firm reasonably acceptable Compliance Certificate along with the underlying calculations, including the calculations to Lender; arrive at EBITDA to the extent applicable, (ei) a calculation of the Fixed Charge Coverage Ratio that is required to be delivered under the Agreement, and (j) any compliance certificate delivered under the Term Loan Credit Agreement. as soon as available, but in any event within thirty (30) 15 days after the end start of each of Parent Borrower’s fiscal yearyears, B▇▇▇▇▇▇▇(k) copies of Parent Borrower’s operating budget Projections, in form and plan substance (including as to scope and underlying assumptions) satisfactory to Agent, in its Permitted Discretion, for the next fiscal yearforthcoming 3 years, certified by the chief financial officer of Parent Borrower as approved being such officer’s good faith estimate of the financial performance of Parent Borrower during the period covered thereby. if and when filed by B▇▇▇▇▇▇▇’s board Parent Borrower, (l) Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports (if any when requested by Agent), (m) any other filings made by Parent Borrower with the SEC, and (n) any other information that is provided by Parent Borrower to its shareholders generally. promptly, but in any event within 5 days after Borrower has knowledge of directors; any event or condition that constitutes a Default or an Event of Default, (fo) notice of such event or condition and a statement of the curative action that Borrower proposes to take with respect thereto. promptly after the commencement thereof, but in any event within fifteen (15) 5 days after the same are sent service of process with respect thereto on Parent Borrower or receivedany of its Subsidiaries, copies (p) notice of all correspondenceactions, reportssuits, documents and other filings or proceedings brought by or against Parent Borrower or any of its Subsidiaries with before any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that which reasonably could otherwise reasonably be expected to have result in a Material Adverse Effect; and . upon the request of (ft) such any other financial information as any Lender may reasonably request from time requested relating to time. From and after such time as Borrower becomes a publicly reporting company, promptly as they are available and in any event: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements Agent, condition of Parent Borrower filed with such Form 10‑K; or its Subsidiaries. as and when required by the Term Loan Credit Agreement, (iiu) at any other information required to be delivered to the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each Term Loan Agent pursuant to Section 5.1 of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and (B) promptly after receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to result in damages or costs to Borrower of One Hundred Thousand Dollars ($100,000) or moreTerm Loan Credit Agreement.

Financial Statements, Reports, Certificates. Borrower Representative shall deliver to each Lender: (a) as soon as available, but in any event within forty-five (45) days after the end of each fiscal quarter, a Consolidated balance sheet, Consolidated income statement and Consolidated cash flow statement of Borrower Representative; (b) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower Representative’s fiscal year, audited Consolidated financial statements of Borrower Representative prepared in accordance with GAAP, together with an unqualified (it being agreed, for the avoidance of doubt, that a going concern assumption will not constitute a qualification) opinion on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lenders; (c) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a Borrower prepared Consolidated balance sheet and Consolidated income statement covering copy of each Co-Borrower’s operations during such period, and aging of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”); (bdeposit account(s) statement(s) as soon as available, but in any event within thirty (30) days after the end of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during by such period, certified by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇depository institution, (d) as soon as available, but in any event within two hundred seventy ninety (27090) days after the end of BorrowerBorrower Representative’s fiscal yearyear and when revised, audited Consolidated financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (e) as soon as available, but in any event within thirty (30) days after the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan of Co-Borrowers for the next fiscal year, as approved by B▇▇▇▇▇▇▇Borrower Representative’s board of directors; directors (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effectsimilar governing body); and (fe) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, each Co-Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by such Co-Borrower to its security holders and (B) promptly after immediately upon receipt of notice thereof, a report of any material legal actions pending or threatened against a Co-Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving such Co-Borrower or any Subsidiary is commenced that is reasonably expected to result in damages or costs to payable by any Co-Borrower or Co-Borrowers in the aggregate amount of One Hundred Thousand Dollars ($100,000) or more. It is acknowledged and agreed that: (i) the filing of Borrower Representative’s Form 10K with the Securities and Exchange Commission within the time required under the rules and regulations of the Securities and Exchange Commission after the end of each fiscal year of Borrower Representative; and (ii) the filing of Borrower Representative’s Form 10Q with the Securities and Exchange Commission within the time required under the rules and regulations of the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower Representative, shall be deemed to satisfy the requirements of clauses (a) and (b) above.

Financial Statements, Reports, Certificates. Borrower shall deliver (a) Deliver to LenderLenders: (ai) as soon as available, but in any event within no later than (i) forty-five (45) days after the last day of each January, and (ii) thirty (30) days after the end last day of each monthmonth other than (x) January and (y) the last month of each fiscal quarter, a Borrower company prepared Consolidated consolidated and consolidating balance sheet and Consolidated sheet, income statement and cash flow statement covering Borrower’s the consolidated operations during of Borrower and its Subsidiaries for such period, and aging of Borrower’s accounts receivable and accounts payable, all month certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”)Officer and in a form reasonably acceptable to Collateral Agent; (bii) as soon as available, but no later than ninety (90) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretion; provided that, prior to a Qualified Financing such financial statements may be delivered no later than one hundred twenty (120) days after the last day of Borrower’s fiscal year; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than ten (10) days after the last day of each of Borrower’s fiscal years, Borrower’s financial projections for the entire current fiscal year as approved by Borrower’s Board of Directors, which such annual projections shall be set forth in a month-by-month format (such annual financial projections as originally delivered to Collateral Agent and the Lenders are referred to herein as the “Annual Projections”); (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or holders of Subordinated Debt; (v) prompt notice of (A) any material change in the composition of the Intellectual Property, and (B) prompt notice of Borrower’s knowledge of any event within that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vi) as soon as available, but no later than thirty (30) days after the end last day of each fiscal quartermonth, a copies of the month-end account statements for each deposit account or securities account maintained by Borrower prepared Consolidated cash flow statement covering Borrower’s operations during such periodor any Subsidiary, certified by a Responsible Officer; (c) at the same time such is which account statements may be provided to Collateral Agent by Borrower or directly from the lender providing applicable bank(s), and (vii) other financial information as reasonably requested by Collateral Agent or any Lender. (b) Concurrently with the Indebtedness permitted pursuant to clause delivery of the financial statements specified in Section 6.2(a)(i) above but no later than (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate forty-five (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any event within two hundred seventy (27045) days after the end last day of Borrower’s fiscal yeareach January, audited Consolidated financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion and (other than a “going concern” qualification resulting from the impending maturity of any Indebtednessii) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (e) as soon as available, but in any event within thirty (30) days after the end last day of Borrower’s each month other than (x) January and (y) the last month of each fiscal yearquarter, Bdeliver to Collateral Agent, (1) a duly completed Compliance Certificate signed by a Responsible Officer, and (2) an updated Schedule 1 to the landlord lien waiver among ARE-East ▇▇▇▇▇▇▇’s operating budget ▇ Lease, LLC, Borrower and plan for the next fiscal yearLenders. (c) Upon Borrower becoming subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as approved by B▇▇▇▇▇▇▇’s board of directors; amended, within five (f) within fifteen (155) days after the same are sent or receivedof filing, copies of all correspondence, periodic and other reports, documents proxy statements and other filings materials filed by Borrower or any of its Subsidiaries with the SEC, any Governmental Authority regarding succeeding to any or all of the revocationfunctions of the SEC or with any national securities exchange, suspensionor distributed to its shareholders, restriction, limitation or termination of as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any Healthcare Permit or that could such documents are included in materials otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K filed with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (iiSEC) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, 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. (d) Keep proper books of the filingrecord and account in accordance with GAAP in all material respects, which shall be true, correct and complete in all material respects. In addition, Borrower shall deliver allow, at the sole cost of Collateral Agent and Lenders (except while an Event of Default has occurred and is continuing), Collateral Agent and Lenders during regular business hours upon reasonable prior notice (except while an Event of Default has occurred and is continuing), to each Lender (A) promptly upon becoming availablevisit and inspect any of its properties, to examine and make abstracts or copies from any of all statementsits books and records, reports and notices sent or made available generally by Borrower to conduct a collateral audit and analysis of its security holders operations and (B) promptly after receipt the Collateral. Such audits shall be conducted no more often than once every twelve months unless an Event of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary Default has occurred and is commenced that is reasonably expected to result in damages or costs to Borrower of One Hundred Thousand Dollars ($100,000) or morecontinuing.

Financial Statements, Reports, Certificates. Borrower shall deliver Provide Agent and each Lender with the following (in each case in accordance with the final paragraph of Section 9.09) or access thereto by posting or uploading the same to Lender: the Platform (or by such other means of transmission as Agent may request or approve in its sole discretion): (a) as soon as available, but in any event within thirty (30) 90 days after following the end of each monthfiscal year of the Borrower, audited consolidated and consolidating financial statements of the Borrower and its Subsidiaries as at the end of such fiscal year and the related, shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, prepared in accordance with GAAP, consistently applied, audited and accompanied by a report and opinion of independent public accountants of nationally recognized standing reasonably acceptable to Lender, which report and opinion shall be prepared in accordance with generally accepted auditing standards (and shall not be subject to any (x) “going concern” or like qualification, exception or explanatory paragraph, (y) qualification, exception or explanatory paragraph as to the scope of such audit or (z) 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 6.18) to the effect that such consolidated financial statements present fairly in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower prepared Consolidated balance sheet and Consolidated income statement covering its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that notwithstanding the foregoing any audited financial statements of the Borrower and its Subsidiaries that are publicly available within such 90-day period because of the Borrower’s operations during reporting requirements under the Securities Exchange Act of 1934 shall be deemed to have been delivered on the date on which the Borrower posts such perioddocuments, and aging of or provides a link thereto, on the Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”)website on the internet; provided further that the Borrower shall promptly notify the Agent in writing of the posting of such documents; (b) as soon as available, but in any event within thirty (30) 45 days after following the end of each fiscal quarterquarter of the Borrower, a Borrower prepared Consolidated consolidated and consolidating balance sheet, income statement, cash flow statement covering Borrower’s operations during statement, shareholders’ equity and recurring revenue report of the Borrower and its Subsidiaries as at the end of such periodfiscal quarter and for the portion of the Borrower fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, prepared in accordance with GAAP, consistently applied, certified by a Responsible OfficerOfficer of the Borrower (as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied) and in a form acceptable to Agent; provided that notwithstanding the foregoing any audited financial statements of the Borrower and its Subsidiaries that are publicly available within such 45-day period because of the Borrower’s reporting requirements under the Securities Exchange Act of 1934 shall be deemed to have been delivered on the date on which the Borrower posts such documents, or provides a link thereto, on the Borrower’s website on the internet; provided further that the Borrower shall promptly notify the Agent in writing (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (iwhich may be electronic mail) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount posting of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, documents; (dc) as soon as available, but in any event within two hundred seventy (270) 30 days after following the end of Borrower’s fiscal year, audited Consolidated financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion each calendar month (other than any month-end that is a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such quarter-end for which financial statements are required to be delivered pursuant to Section 5.01(b)), a company prepared report showing, in reasonable detail, for the Borrower and its Subsidiaries on a consolidated basis, (x) a breakdown of sales by product and product category, (y) Consolidated Revenue, gross profit and EBITDA and (z) cash and Cash Equivalents, Consolidated Total Debt, Liquidity, accounts receivable, accounts payable and inventory, in each case for (or, as applicable, as of the end of) such calendar month, in a nationally recognized or other independent public accounting firm reasonably form acceptable to Lender; Agent; (d) concurrently with the delivery of the financial statements referred to in Sections 5.01(a) and (b) (such applicable date, the “Compliance Certification Date”), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower, (i) certifying that as of the end of such applicable period, the Borrower and the other Loan Parties were in full compliance with the terms and conditions of this Agreement and the other Loan Documents, (ii) setting forth EBITDA for such period and calculations showing (in reasonable detail) compliance with the financial covenants set forth in Section 6.18, (iii) providing such other information as Agent may reasonably request, (iv) including a narrative report containing management’s discussion and analysis of the financial position and financial performance for such period (as reflected in the financial statements referred to in Sections 5.01(a) and (b), as applicable) in reasonable form and detail and (v) without duplication of subclause (iv), including a quarterly, post-earnings financial review prepared by a Financial Officer of the Borrower, in a form customary for management reporting and reasonably satisfactory to the Agent, provided that such materials set forth in clause (v) may be redacted by the Borrower to exclude information (a) relating to the Loans or Loan Documents which would result in a conflict of interest with the Lender with respect thereto (including with respect to repayment of the Loans) or (b) in the good faith determination of the Borrower after consultation with legal counsel, if the delivery of such materials could reasonably be likely to result in the loss of attorney-client privilege; (e) if and when filed, published or distributed by the Borrower, (i) all Form 10-Q quarterly reports, Form 10-K annual reports and Form 8-K current reports, (ii) any other filings made by Borrower with the SEC and (iii) any other information that is provided by Borrower to its shareholders generally; (f) as soon as available, but in any event within thirty (30) days after the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: no later than (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission 60 days after the end of each fiscal year of the Borrower ending after the Closing Date, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the then current fiscal year of the Borrower, and (B) annual financial projections for such fiscal year (on a quarter by quarter basis), together with any related business forecasts used in the preparation of such annual financial statements of Borrower filed with such Form 10‑Kprojections, in each case in form and substance reasonably satisfactory to Agent; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission 150 days after the end of each fiscal year of the first three fiscal quarters Borrower ending after the Closing Date, such materials as described in the foregoing clauses (i)(A) and (i)(B), each as approved by the board of directors (or other equivalent governing body) of the Borrower; (g) prompt notice of the occurrence of a Borrowing Base Trigger Event under (and as defined in) the Revolving Credit Agreement; and thereafter, copies of all (i) Borrowing Base Certificates delivered under (and as such term is defined in) the Revolving Credit Agreement, (ii) to the extent provided to Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically all field examinations performed by (or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on behalf of) the date RCF Agent under the Revolving Credit Agreement and (z) appraisals (including any Acceptable Appraisals of Inventory (as such terms are defined in the filing. In addition, Borrower shall deliver to each Lender Revolving Credit Agreement) conducted or obtained by the RCF Agent under the Revolving Credit Agreement; (Ah) promptly upon becoming availablewithin three (3) Business Days of delivery or receipt (as applicable), copies of all statements, reports reports, certificates and material notices sent or made available generally by to or received from (i) the Borrower to or any of its security Affiliates, (ii) any holders and (B) promptly after receipt of notice thereof, a report of any material legal actions pending or threatened against Equity Interests in the Borrower or any Subsidiary or of the commencement Borrower (other than another Loan Party), (iii) holders of any actionSubordinated Debt, proceeding (iv) the RCF Agent or governmental investigation involving any Lender or Bank Product Provider in connection with (and each as defined in) the Revolving Credit Agreement (including all Compliance Certificates delivered under (and as such term is defined in) the Revolving Credit Agreement) or (iv) holders of any Indebtedness under any other documentation governing Indebtedness (or commitments in respect of Indebtedness) in excess of the Threshold Amount; (i) prompt (and in any event within one (1) Business Day of the occurrence thereof) notice of (i) the occurrence of any Default or Event of Default, (ii) any legal actions (by a Governmental Authority or otherwise) pending or threatened in writing against the Borrower or any Subsidiary is commenced of its Subsidiaries that is could reasonably be expected to result in damages or costs costs, individually or in the aggregate, in excess of the Threshold Amount or (iii) any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect; (j) prompt notice of the occurrence of any ERISA Event that, either individually or together with any other ERISA Events, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding the Threshold Amount; (k) prompt notice of One Hundred Thousand Dollars any action arising under any Environmental Law or of any noncompliance by the Borrower or any Subsidiary with any Environmental Law or any permit, approval, license or other authorization required thereunder that, if adversely determined, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding the Threshold Amount; ($100,000l) promptly following request therefor, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of Borrower or any Subsidiary, or any audit of any of them as Agent may from time to time reasonably request; (m) prompt notice of any material change in accounting or financial reporting practices by Borrower or any Subsidiary (other than as required by changes in GAAP); (n) prompt notice of any change in the information provided in any Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein in such certification; (o) prompt notice of the creation or acquisition of any Subsidiary (including the acquisition of any Equity Interests such that the issuer thereof becomes a Subsidiary as a result of such acquisition); (p) promptly following any request therefor, (i) such other information regarding the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or moreprospects of the Borrower and its Subsidiaries, or compliance with the terms of the Loan Documents, the Revolving Credit Agreement, any Loan Documents (as defined in the Revolving Credit Agreement) or the Existing Convertible Debt Documents, as Agent may from time to time reasonably request; or (ii) information and documentation reasonably requested by Lender or Agent for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act or other applicable anti-money laundering Laws; and (q) promptly, and in any event within three (3) Business Days, notice of the Borrower or any of its Subsidiaries (x) actually (i) possessing or acquiring, or producing, designing, testing, manufacturing, fabricating, or developing one or more “critical technologies”, as such term is defined in 31 C.F.R. Part 800, (ii) possessing or acquiring, or performing any of the functions set forth in column 2 of appendix A to 31 C.F.R. Part 800 with respect to, “covered investment critical infrastructure”, as such term is defined in 31 C.F.R. Part 800, or (iii) possessing or acquiring, or maintaining or collecting, directly or indirectly, “sensitive personal data”, as such term is defined in 31 C.F.R. Part 800, or (y) intending to perform any of the activities described in subclauses (i)-(iii) of clause (x) hereinabove. Each notice pursuant to the above clauses (i) through (q) delivered under this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth the details of the occurrence requiring such notice and stating what action Borrower has taken and proposes to take with respect thereto.

Financial Statements, Reports, Certificates. Borrower shall deliver Deliver to the Lender: , at the Lender’s request: (a) as soon as available, but and in any event within thirty (30) 15 days after the end of each month, a Borrower : (i) an internally prepared Consolidated balance sheet and Consolidated income statement covering the Loan Parties’ consolidated, and the Borrower’s separate, financial condition and results of operations at such date or during such period, and aging of Borrower’s accounts receivable and accounts payable, all certified as applicable, (ii) a Compliance Certificate signed by Borrower’s president, treasurer, controller or the chief financial officer (each, a “Responsible Officer”); or another senior officer of the Borrower in form and containing information required by the Lender; (b) as soon as available, but in any event within thirty (30) 105 days after the end of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering of the Borrower’s operations during such period, certified by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause fiscal years, (i) consolidated financial statements of the definition Loan Parties, and separate financial statements of “Permitted Indebtedness”the Borrower, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of for each such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any event within two hundred seventy (270) days after the end of Borrower’s fiscal year, audited Consolidated financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other by independent certified public accounting firm accountants reasonably acceptable to the Lender (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and such accountants’ audit report), and (ii) a certificate of such accountants addressed to the Lender stating that such accountants do not have knowledge of the existence of any Default or Event of Default; (c) within 5 days after filing by any Loan Party, (i) any filings made by any Loan Party with the SEC, via a link to the appropriate page of the SEC’s website, (ii) copies of the Loan Parties’ federal income tax returns, and any amendments thereto, filed with the Internal Revenue Service, and (iii) any filings made by any Loan Party with the Bankruptcy Court; (d) If any when filed by any Loan Party and as requested by the Lender; , satisfactory evidence of payment of applicable excise taxes in each jurisdiction in which (i) any Loan Party conducts business or is required to pay any such excise tax, (ii) any Loan Party’s failure to pay any such applicable excise tax would result in a Lien on the properties or assets of such Loan Party, or (iii) any Loan Party’s failure to pay any such applicable excise tax reasonably could be expected to result in a Material Adverse Change; (e) as soon as available, but in any event within thirty (30) 20 days after before the end start of Borrower’s fiscal year, B▇▇▇▇▇▇▇copies of the Borrower’s operating budget Projections broken down on a quarterly basis, in form and plan substance satisfactory to the Lender, in its reasonable discretion, for the next that fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; ; (f) within fifteen (15) days after as soon as the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination has knowledge of any Healthcare Permit event or condition that could otherwise constitutes a Default or an Event of Default, notice thereof and a statement of the curative action that the Borrower proposes to take with respect thereto; and (g) upon the request of the Lender, any other report reasonably be expected requested relating to have a Material Adverse Effect; the financial condition or performance of the Borrower. The Borrower agrees that its independent certified public accountants are authorized to communicate with the Lender and (f) such other to release to the Lender whatever financial information as any concerning the Loan Parties that the Lender may reasonably request from time request. Each of the Loan Parties waives the right to timeassert a confidential relationship, if any, it may have with any accounting firm or service bureau in connection with any information requested by the Lender pursuant to or in accordance with this Agreement, and agrees that the Lender may contact directly any such accounting firm or service bureau in order to obtain such information. From The Lender agrees that it shall keep any non-public financial or other information it receives pursuant to this section confidential and after that Lender shall not disclose any such time as Borrower becomes a publicly reporting company, promptly as they are available and information to any person in any event: (i) at manner whatsoever; provided, however, that the time Lender may make any disclosure of filing of Borrower’s Form 10‑K with such information to which the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filinghas given its prior written consent. In addition, Borrower shall deliver the Lender acknowledges that it is aware that the United States securities laws prohibit the Lender and any person who has received material, non-public information about the Parent or its subsidiaries from purchasing or selling securities of the Parent or its subsidiaries, or from communicating such information to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and (B) promptly after receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that other person under circumstances in which it is reasonably expected foreseeable that such person is likely to result purchase or sell such securities. The Lender agrees that it will not, directly or indirectly, and that no person acting on its behalf of or pursuant to any understanding with the Lender, engage in damages or costs any transactions in the securities of the Parent (including, without limitations, any short sales involving the Parent’s securities) from the date of disclosure of such information to Borrower of One Hundred Thousand Dollars ($100,000) or morethe Lender until the time that such information is publicly disclosed.

Financial Statements, Reports, Certificates. Borrower shall deliver to LenderBank: (a) as soon as available, but in any event within thirty twenty-five (3025) days after the end of each month, a Borrower company prepared Consolidated consolidated balance sheet and Consolidated income statement covering Borrower’s 's consolidated operations during such period, in a form and aging of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial an officer (each, a “Responsible Officer”)of Borrower reasonably acceptable to Bank; (b) as soon as available, but in any event within thirty ninety (30) days after the end of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during such period, certified by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any event within two hundred seventy (27090) days after the end of Borrower’s 's fiscal year, audited Consolidated consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other an independent certified public accounting firm reasonably acceptable to LenderBank; (e) as soon as available, but in any event within thirty (30) days after the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (Ac) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and (B) promptly after receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; and (d) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Within fifteen (15) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of EXHIBIT C hereto, together with aged listings of accounts receivable. Within twenty-five (25) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of EXHIBIT D hereto. Bank shall have a right from time to time hereafter to audit Borrower's Accounts at Borrower's expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing; provided however, should the first audit of Borrower's Accounts be satisfactory to the Bank, as determined in the sole discretion of the Bank, such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver Deliver to LenderFoothill: (a) as soon as available, but in any event within thirty 90 days after the end of the last month of each fiscal year, within 45 days after the end of the last month of each of fiscal quarter (30other than the last quarter in any fiscal year) and within 30 days after the end of each monthmonth during each fiscal year (other than the last month of any fiscal quarter), a Borrower company prepared Consolidated balance sheet sheet, income statement, and Consolidated income statement of cash flow covering each Borrower’s 's operations during such period, ; and aging of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”); (b) as soon as available, but in any event within thirty (30) 90 days after the end of each fiscal quarteryear, a financial statements of each Borrower prepared Consolidated cash flow statement covering Borrower’s operations during for each such period, certified by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any event within two hundred seventy (270) days after the end of Borrower’s fiscal year, audited Consolidated financial statements of Borrower by independent certified public accountants reasonably acceptable to Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with an unqualified opinion (other than a “going concern” qualification resulting from certificate of such accountants addressed to Foothill stating that such accountants do not have knowledge of the impending maturity existence of any Indebtedness) on such Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. If a nationally recognized Borrower is a parent company of one or other more Subsidiaries, or Affiliates, or is a Subsidiary or Affiliate of another company, then, in addition to the financial statements referred to above, such Borrower agrees to deliver financial statements prepared on a consolidating basis so as to present such Borrower and each such related entity separately, and on a consolidated basis; provided however, that such consolidating financial statements are not required to be audited by independent certified public accounting firm reasonably acceptable accountants. Together with the above, each Borrower also shall deliver to Lender; (e) as soon as availableFoothill such Borrower's Form 10-Q Quarterly Reports, but in Form 10-K Annual Reports, and Form 8-K Current Reports, and any event within thirty (30) days after the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings made by such Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after Commission, if any, promptly following the filing thereof, or any other information that is provided by such Borrower to its shareholders, and any other report previously prepared by such Borrower and reasonably requested by Foothill relating to the financial condition of such Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Multigraphics shall deliver to Foothill a certificate signed by its chief financial officer to the effect that: (i) all financial statements delivered or caused to be delivered to Foothill hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to quarterly adjustments and year-end audit adjustments) and fairly present the financial condition of each Borrower, (ii) the representations and warranties of each Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) for each month that also contains the date on which a financial covenant in Section 7.20 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of each fiscal year of Borrowersuch period with the applicable financial covenants contained in Section 7.20, the financial statements of Borrower filed with such Form 10‑K; and (iiiv) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of delivery of such certificate to Foothill there does not exist any condition or event that constitutes a Default or Event of Default (or, in the filing. In additioncase of clauses (i), Borrower shall deliver (ii), or (iii), to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and (B) promptly after receipt of notice thereof, a report the extent of any material legal actions pending non-compliance, describing such non-compliance as to which he or threatened against she may have knowledge and what action the applicable Borrower has taken, is taking, or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected proposes to result in damages or costs to Borrower of One Hundred Thousand Dollars ($100,000) or moretake with respect thereto).

Financial Statements, Reports, Certificates. Borrower shall deliver to Lender: (a) Deliver to Bank: (i) as soon as available, but in any event within thirty no later than forty-five (3045) days after the end last day of each monthfiscal quarter, a Borrower company prepared Consolidated consolidated and consolidating balance sheet and Consolidated income statement prepared under GAAP (subject to the absence of footnotes and year-end adjustments) covering Borrower’s 's and each of its Subsidiary's operations during such period, and aging of Borrower’s accounts receivable and accounts payable, all the period certified by Borrower’s president, treasurer, controller or chief financial officer a Responsible Officer and in a form acceptable to Bank; (each, a “Responsible Officer”); (bii) as soon as available, but in any event within thirty no later than ninety (3090) days after the end last day of Borrower's fiscal year, (A) unaudited consolidated and consolidating financial statements prepared under GAAP, consistently applied, and (B) audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Bank in its reasonable discretion; (iii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower's security holders or to any holders of Subordinated Debt or the holders of the 2013 Indenture; (iv) (A) within five (5) days of filing, but in any case no later than forty-five (45) days after the last day of each fiscal quarter, all reports on Form 10-Q filed with the Securities and Exchange Commission (which delivery obligation may be satisfied by posting a Borrower prepared Consolidated cash flow statement covering link thereto on Borrower’s operations during such period's or another website on the Internet), certified (B) within five (5) days of filing, but in any case no later than ninety (90) days after the last day of each fiscal year, all reports on Form 10-K filed with the Securities and Exchange Commission (which delivery obligation may be satisfied by posting a Responsible Officer; link thereto on Borrower's or another website on the Internet), and (c) at within five (5) days of filing, all reports on Form 8‑K filed with the same time such is provided Securities and Exchange Commission (which delivery obligation may be satisfied by posting a link thereto on Borrower's or another website on the Internet); (v) 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 $250,000 or more to the lender providing extent not covered by insurance, or in which an adverse decision could reasonably be expected to cause a Material Adverse Change (collectively, “Material Litigation”); (vi) prompt notice of an event that materially and adversely affects the Indebtedness permitted pursuant to clause (i) value of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate Intellectual Property; (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (dvii) as soon as available, but in any event within two hundred seventy no later than sixty (27060) days after the end last day of Borrower’s 's fiscal year, audited Consolidated annual board approved financial statements of Borrower prepared in accordance with GAAPprojections; and (viii) budgets, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (e) as soon as availablesales projections, but in any event within thirty (30) days after the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget plans and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) such other financial information as any Lender may reasonably request from time requested by Bank. Borrower's 10K, 10Q, and 8K reports required to time. From and after such time as Borrower becomes a publicly reporting company, promptly as they are available and in any event: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, pursuant to Section 6.2(a)(iv) 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; provided, that Borrower shall provide paper copies to Bank of the filingCompliance Certificates required by Section 6.2(c). (b) If Advances exceed (or, if on a Funding Date Advances will exceed) the Threshold Amount, monthly, within thirty (30) days of after the last day of each month, and no later than five (5) days prior to each Funding Date, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date) and a Deferred Revenue report; (c) Deliver to Bank a duly completed Compliance Certificate signed by a Responsible Officer of Borrower setting forth calculations showing compliance with the financial covenants set forth in this Agreement: (i) for each of the first three fiscal quarters of each fiscal year, no later than forty-five (45) days after the last day of each such fiscal quarter, but in any case no later than within five (5) days of filing any Form 10-Q for such fiscal quarter, and (ii) for each fiscal year, no later than ninety (90) days after the last day of such fiscal year, but in any case no later than within five (5) days of filing any Form 10-K for such fiscal year. (d) At reasonable times, on five (5) Business Days' notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower's Books, provided that so long as the Credit Extensions have not exceeded the Threshold Amount, such inspections and audits may be conducted no more than once per year. Notwithstanding any of the foregoing, if a Default or an Event of Default has occurred and is continuing or if there is a deterioration in the Collateral and/or financial performance of Borrower or any of its Subsidiaries, Bank may require additional inspections and audits at its option. The foregoing inspections and audits shall be at Borrower's expense, and the charge therefor shall be $850 per person per day (or such other amount as shall represent Bank's then-current standard charge to other borrowers for the same), plus reasonable out-of-pocket expenses. In additionthe event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's rights or remedies), Borrower shall deliver pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to each Lender (A) promptly upon becoming available, copies compensate Bank for the anticipated costs and expenses of all statements, reports and notices sent the cancellation or made available generally by Borrower to its security holders and (B) promptly after receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to result in damages or costs to Borrower of One Hundred Thousand Dollars ($100,000) or morerescheduling.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LenderBank: (a) as soon as available, but in any event within thirty twenty-five (3025) days after the end of each calendar month, a Borrower company prepared Consolidated consolidated balance sheet and Consolidated income statement covering Borrower’s operations during such periodsheet, income, and aging of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”); (b) as soon as available, but in any event within thirty (30) days after the end of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank and certified by a Responsible Officer; (cb) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any event within two hundred seventy (270) days after the end of Borrower’s fiscal year, audited Consolidated financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (e) as soon as available, but in any event within thirty (30) days after the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt; (c) within five days of the filing date all reports on Forms 10-K, 10-Q, and 8K filed with the Securities and Exchange Commission (Bfor purposes hereof the filing of such documents via the SEC’s ▇▇▇▇▇ filing system shall be deemed to be sufficient delivery to Bank); (d) promptly after upon receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to could result in damages or costs to Borrower or any Subsidiary of One Hundred Fifty Thousand Dollars ($100,00050,000) or more; and (e) within thirty (30) days prior to each fiscal year end a company prepared operating budget for the next fiscal year; and (f) such other budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Within twenty five (25) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable and a statement of deferred revenues. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s reasonable expense (not to exceed $5,000), provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Notwithstanding the foregoing, the initial collateral audit is due no later than February 2010.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver to LenderAgent: (ai) as soon as available, but in any event within no later than thirty (30) days after the end last day of each month, a Borrower company prepared Consolidated unaudited consolidated financial statements, consisting of a balance sheet and Consolidated income statement covering Borrower’s consolidated operations during for the monthly period ending the last day of such periodmonth, together with a Compliance Certificate signed by a Responsible Officer in the form of Exhibit C and aging of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, in a “Responsible Officer”)form reasonably acceptable to Agent; (bii) as soon as available, but in any event within thirty no later than one hundred eighty (30180) days after the end of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during such period, certified by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any event within two hundred seventy (270) days after the end last day of Borrower’s fiscal year, or within five (5) days of filing with the SEC, if earlier, audited Consolidated consolidated financial statements of Borrower prepared in accordance with under GAAP, consistently applied, together with the report of an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent public registered accounting firm reasonably acceptable to Lenderissued in connection therewith; (eiii) as soon as availablewithin five (5) days of filing, but in any event within copies of all reports on Form 10-K, Form 10-Q and Form 8-K filed with the SEC; (iv) financial projections and operating plans approved by the Borrower’s board of directors for each fiscal year not less than thirty (30) days after prior to each such fiscal year; and (v) other financial information reasonably requested by Agent. Borrower may comply with the end requirements of clauses (ii) and (iii) above by maintaining an electronic link to its SEC reports on Borrower’s website. (b) Borrower will keep proper books of record and account in accordance with GAAP in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. Borrower shall allow, at the sole cost of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget Agent to visit and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or inspect any of its Subsidiaries properties, to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit and analysis of its operations and the Collateral, to verify the amount and age of the accounts, the identity and credit of the respective account debtors, to review the billing practices of Borrower and to discuss its respective affairs, finances and accounts with any Governmental Authority regarding their respective officers, employees and independent public accountants as often as may reasonably be requested. Notwithstanding the revocationforegoing, suspension, restriction, limitation or termination such audits shall be conducted at Borrower’s expense no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing. (i) Borrower will give prompt written notice to Agent of any Healthcare Permit litigation or that could otherwise governmental proceedings pending or threatened (in writing) against Borrower which would reasonably be expected to have result in a Material Adverse EffectChange with respect to Borrower; (ii) Borrower shall provide to Agent evidence of the payments required to be made to AnorMED, Inc. pursuant to a License Agreement between them; and (fiii) such Without limiting or contradicting any other financial information as any Lender may reasonably request from time to time. From and after such time as Borrower becomes a publicly reporting companymore specific provision of this Agreement, promptly as they are available (and in any event: event within three (i3) at Business Days) upon Borrower becoming aware of the time existence of filing any Event of Borrower’s Form 10‑K Default or event which, with the Securities and Exchange Commission after the end giving of each fiscal year notice or passage of Borrowertime, the financial statements or both, would constitute an Event of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In additionDefault, Borrower shall deliver give written notice to each Lender (A) promptly upon becoming availableAgent of such occurrence, copies which such notice shall include a reasonably detailed description of all statementssuch Event of Default or event which, reports and notices sent or made available generally by Borrower to its security holders and (B) promptly after receipt with the giving of notice thereofor passage of time, a report or both, would constitute an Event of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to result in damages or costs to Borrower of One Hundred Thousand Dollars ($100,000) or moreDefault.

Financial Statements, Reports, Certificates. Borrower shall deliver Deliver to Agent (and if so requested by Agent, with copies for each Lender) each of the financial statements, reports, or other items set forth below at the following times in form satisfactory to Agent: (a) as soon as available, but in any event within thirty 30 days (3045 days in the case of a month that is the end of one of Parent Borrower’s fiscal quarters) days after the end of each month, a Borrower prepared Consolidated balance sheet and Consolidated income statement covering month during each of Borrower’s fiscal years, an unaudited consolidated and consolidating balance sheet, income statement, statement of cash flow and statement of shareholder’s equity covering Parent Borrower’s and its Subsidiaries’ operations during such periodperiod and compared to the prior period and plan, together with a corresponding discussion and aging analysis of Borrower’s accounts receivable and accounts payableresults from management, all certified by Borrower’s president(a) a Compliance Certificate along with the underlying calculations, treasurerincluding the calculations to arrive at EBITDA to the extent applicable, controller or chief financial officer (each, a “Responsible Officer”); (b) a calculation of the Fixed Charge Coverage Ratio that is required to be delivered under the Agreement, and (c) any compliance certificate delivered under the Term Loan Credit Agreement. as soon as available, but in any event within thirty (30) 45 days after the end of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering quarter during each of Borrower’s operations during such period, certified by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇fiscal years, (d) an unaudited consolidated and consolidating balance sheet, income statement, statement of cash flow and statement of shareholder’s equity covering Parent Borrower’s and its Subsidiaries’ operations during such period and compared to the prior period and plan, prepared in accordance with GAAP as well as on an internally-determined “▇▇▇▇ to market” basis, together with a corresponding discussion and analysis of results from management, (e) a certification of compliance with all applicable United States Department of Agriculture and the Food and Drug Administration rules and policies and rules and policies of any other Governmental Authority relating to Food Security Laws, including, if requested by Agent, a third-party expert certification audit or Food and Drug Administration inspection of the Loan Parties quality system. as soon as available, but in any event within two hundred seventy (270) 90 days after the end of each of Parent Borrower’s fiscal years, (f) consolidated and consolidating financial statements of Parent Borrower and its Subsidiaries for each such fiscal year, audited Consolidated financial statements by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications (including any (A) “going concern” or like qualification or exception, (B) qualification or exception as to the scope of Borrower 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 Article 7 of the Agreement (other than any qualification or exception attributable solely to the occurrence of the stated maturity of any Revolving Loans within 12 months after the date of such opinion)), by such accountants to have been prepared in accordance with GAAP, together with an unqualified opinion GAAP (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such audited financial statements to include a balance sheet, income statement, statement of cash flow, and statement of shareholder’s equity, and, if prepared, such accountants’ letter to management), as well as on an internally-determined “▇▇▇▇-to-market” basis, (g) a nationally recognized or other independent public accounting firm reasonably acceptable Compliance Certificate along with the underlying calculations, including the calculations to Lender; arrive at EBITDA to the extent applicable, (eh) a calculation of the Fixed Charge Coverage Ratio that is required to be delivered under the Agreement, and (i) any compliance certificate delivered under the Term Loan Credit Agreement. as soon as available, but in any event within thirty (30) 15 days after the end start of each of Parent Borrower’s fiscal yearyears, B▇▇▇▇▇▇▇(j) copies of Parent Borrower’s operating budget Projections, in form and plan substance (including as to scope and underlying assumptions) satisfactory to Agent, in its Permitted Discretion, for the next fiscal yearforthcoming 3 years, certified by the chief financial officer of Parent Borrower as approved being such officer’s good faith estimate of the financial performance of Parent Borrower during the period covered thereby. if and when filed by B▇▇▇▇▇▇▇’s board Parent Borrower, (k) Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports (if any when requested by Agent), (l) any other filings made by Parent Borrower with the SEC, and (m) any other information that is provided by Parent Borrower to its shareholders generally. promptly, but in any event within 5 days after Borrower has knowledge of directors; any event or condition that constitutes a Default or an Event of Default, (fn) notice of such event or condition and a statement of the curative action that Borrower proposes to take with respect thereto. promptly after the commencement thereof, but in any event within fifteen (15) 5 days after the same are sent service of process with respect thereto on Parent Borrower or receivedany of its Subsidiaries, copies (o) notice of all correspondenceactions, reportssuits, documents and other filings or proceedings brought by or against Parent Borrower or any of its Subsidiaries with before any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that which reasonably could otherwise reasonably be expected to have result in a Material Adverse Effect; and . upon the request of Agent, (ft) such any other financial information as any Lender may reasonably request from time requested relating to time. From and after such time as Borrower becomes a publicly reporting company, promptly as they are available and in any event: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements condition of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and (B) promptly after receipt of notice thereof, a report of any material legal actions pending or threatened against Parent Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to result in damages or costs to Borrower of One Hundred Thousand Dollars ($100,000) or moreits Subsidiaries.

Financial Statements, Reports, Certificates. Borrower shall deliver to LenderAgent and the Lenders: (ai) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a Borrower company prepared Consolidated consolidated and consolidating, if applicable, balance sheet sheet, income statement, and Consolidated income statement of cash flows covering Borrower’s operations during such period, in a form reasonably acceptable to Agent and aging of Borrower’s accounts receivable the Required Lenders and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”)Officer pursuant to a Compliance Certificate; (bii) as soon as available, but in any event within thirty (30) 90 days after the end of each fiscal calendar quarter, a Borrower company prepared Consolidated consolidated and consolidating, if applicable, balance sheet, income statement, and statement of cash flow statement flows covering Borrower’s operations during such period, in a form reasonably acceptable to Agent and the Required Lenders and certified by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (diii) as soon as available, but in any event within two hundred seventy (270) 180 days after the end of Borrower’s fiscal year, audited Consolidated (or such other level as is required pursuant to the Investment Agreement) consolidated and consolidating, if applicable, financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a “which is either unqualified, qualified only for going concern” qualification resulting from concern solely due to Borrower’s projected need for additional funding to continue operations or otherwise consented to in writing by Agent and the impending maturity of any IndebtednessRequired Lenders) on such financial statements of a nationally recognized or other an independent certified public accounting firm reasonably acceptable to LenderAgent and the Required Lenders; (eiv) an annual budget approved by Borrower’s Board of Directors as soon as available, available but in any event within thirty not later than the earlier of (30A) 60 days after the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year during the term of this Agreement or (B) five days following approval by Borrower, the financial statements ’s Board of Borrower filed with such Form 10‑KDirectors; and (iiv) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming availableapplicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (Bvi) promptly after upon receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is would reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) 250,000 or more; (vii) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (viii) promptly following presentation to Borrower’s Board of Directors, and no less frequently than quarterly (or more frequently if requested by Agent or the Required Lenders (such frequency not to exceed six times per year so long as no Event of Default has occurred and is continuing)), clinical program updates in the form provided to Borrower’s Board of Directors with such additional information as any Lender may reasonably request from time to time; and (ix) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as any Lender may reasonably request from time to time. (a) Within 30 days after the last day of each month, Borrower shall deliver to Agent and the Lenders with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (b) As soon as possible and in any event within three Business Days after becoming aware of the occurrence or existence of an Event of Default hereunder, Borrower shall deliver to Agent and the Lenders a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (c) Agent (through any of its officers, employees, or agents) shall have the right, upon reasonable prior notice, from time to time during Borrower’s usual business hours but no more than once a year (unless an Event of Default has occurred and is continuing), to inspect Borrower’s Books and to make copies thereof and to check, test, inspect, audit and appraise the Collateral (and Lenders (through any of their respective officers, employees or agents) shall have the right to join any such inspection) at Borrower’s expense in order to verify Borrower’s financial condition or the amount of, condition of, or any other matter relating to, the Collateral. Borrower may deliver to Agent and the Lenders on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Agent and the Lenders shall be entitled to rely on the information contained in the electronic files, provided that Agent and the Lenders in good faith believe that the files were delivered by a Responsible Officer. Borrower shall include a submission date on any certificates and reports to be delivered electronically.

Financial Statements, Reports, Certificates. Borrower shall deliver Deliver to the Lender: : (a) as soon as available, but in any event within thirty 30 days (30or 45 days in the case of a month that is one of Borrower’s fiscal quarters or 90 days in the case of a month that is the Borrower’s fiscal year end) days after the end of each monthmonth during each of Borrower’s fiscal years, (i) Borrower-prepared consolidated balance sheet, a Borrower prepared Consolidated balance sheet income statement, and Consolidated income statement of cash flow covering Borrower’s and its Subsidiaries’ operations during such period, and aging and (ii) a certificate of Borrower’s accounts receivable and accounts payable, all certified Borrower signed by Borrower’s president, treasurer, controller or the chief financial officer of Borrower to the effect that: (eachA) the financial statements delivered hereunder have been prepared in accordance with GAAP (except for the lack of footnotes and being subject to quarterly (or more frequent) adjustments for reserves for price protection, warranties and returns consistent with past practices year-end audit adjustments) and fairly present in all material respects the financial condition of Borrower and its Subsidiaries, and (B) there does not exist any condition or event that constitutes a “Responsible Officer”Default or Event of Default (or, to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Companies have taken, are taking, or propose to take with respect thereto); , and (b) as soon as available, but in any event within thirty (30) 90 days after the end of each of Borrower’s fiscal quarteryears, consolidated financial statements of Borrower and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to the Lender and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a Borrower prepared Consolidated balance sheet, income statement, and statement of cash flow statement covering Borrower’s operations during and, if prepared, such period, certified by a Responsible Officer; accountants’ letter to management), (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any event prior to the start of each of Borrower’s fiscal years, (i) copies of Borrower’s annual Projections which have been presented to the Board of Directors of the Borrower, in form and substance (including as to scope and underlying assumptions) satisfactory to the Lender, in its discretion, for the forthcoming three years, year by year, and for the forthcoming fiscal year, month by month, certified by Borrower and signed by the chief financial officer of Borrower as being such Borrower’s good faith best estimate of the financial performance of Borrower and its Subsidiaries during the period covered thereby, (ii) a copy of Capital Expenditure budget for the forthcoming year, which budget shall be in the form and substance acceptable to the Lender, and (iii) a schedule of the projected release dates for videogames, which schedule shall include for each videogame, the title of the game, the release date, projected net sales by unit and projected net sales by quarter, (iv) a schedule of (A) the projected revenue by fiscal quarter generated from the top 5 videogames to be sold by the Companies during the upcoming fiscal year (or the top 5 videogames and Mortal Kombat if Mortal Kombat is not in the top 5 videogames by revenue generated) and (B) the videogame titles comprising 70% of projected total annual revenue from videogame sales during the upcoming fiscal year, (d) as soon as available but in any event within two hundred seventy (270) 45 days after the end of each month that is one of Borrower’s fiscal quarters (or within 90 days in the case of a month that is the Borrower’s fiscal year end), revised annual Projections (if any) which have been presented to the Board of Directors of the Borrower, in form and substance (including as to scope and underlying assumptions) satisfactory to the Lender, in its discretion, for the current fiscal year, audited Consolidated financial statements month by month, incorporating the actual results of Borrower prepared in accordance with GAAP, together with an unqualified opinion (other than all prior months of such fiscal year as well as a “going concern” qualification resulting from comparison of actual year to date results versus the impending maturity of any IndebtednessProjections delivered for such fiscal year pursuant Section 6.3(c) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; hereof, (e) as soon as availableBorrower has knowledge of any event or condition that constitutes a Default or an Event of Default, notice thereof and a statement of the curative action that the Companies propose to take with respect thereto, (f) promptly after the commencement thereof, but in any event within thirty (30) 5 days after the end service of Borrower’s fiscal yearprocess with respect thereto on any Company, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies notice of all correspondenceactions (including a copy of the relevant complaint), reportssuits, documents and other filings or proceedings brought by Borrower or against any of its Subsidiaries with Company before any Governmental Authority regarding the revocationwhich, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may reasonably could be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and (B) promptly after receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to result in a Material Adverse Change or (ii) sets forth a claim that if the Government were to prevail would result in monetary damages or costs loss to the Company in excess of $5,000,000; (g) promptly upon delivery thereof, copies of any notice with respect to redemption of the Junior Notes delivered by Borrower to any holder of One Hundred Thousand Dollars the Junior Notes, ($100,000h) as soon as Borrower has knowledge of or morereceipt of any notice from a holder of a Junior Note with respect to a Redemption Date, telephonic and telefacsimile or electronic mail notice thereof, and (i) upon the request of the Lender, any other report (including Accounts reports) reasonably requested relating to the financial condition of the Companies. In addition to the financial statements referred to above, Borrower agrees to deliver unaudited balance sheets and income statements prepared on a consolidating basis and agree that no Subsidiary of Borrower (other than the Australia Companies) will have a fiscal year different from that of Borrower. Borrower agree to cooperate with the Lender to allow the Lender to consult with its independent certified public accountants if the Lender reasonably requests the right to do so and that, in such connection, its independent certified public accountants are authorized to communicate with the Lender and to release to the Lender whatever financial information concerning Borrower that the Lender reasonably may request.

Financial Statements, Reports, Certificates. Each Co-Borrower shall deliver to Lender: (a) as soon as available, but in any event within thirty forty-five (3045) days after the end of each monthcalendar quarter, a Co-Borrower prepared Consolidated balance sheet and sheet, Consolidated income statement and Consolidated cash flow statement covering such Co-Borrower’s operations during such period, and aging of Borrower’s accounts receivable and accounts payable, all certified by such Co-Borrower’s president, treasurer, controller treasurer or chief financial officer (each, a “Responsible Officer”); , (b) as soon as available, but in any event within thirty ninety (3090) days after the end of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during such period, certified by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any event within two hundred seventy (270) days after the end of Co-Borrower’s fiscal year, audited Consolidated financial statements of such Co-Borrower prepared in accordance with GAAP, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; and (ec) as soon as available, but in any event within thirty (30) days after the earlier of (i) the end of such Co-Borrower’s fiscal yearyear or (ii) the date of such Co-Borrower’s board of directors’ adoption, B▇▇▇▇▇▇▇such Co-Borrower’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (fd) such other financial information as any Lender may reasonably request from time to time. From and after such time as Additionally, each Co-Borrower becomes a publicly reporting company, shall provide Lender promptly as they are available and in any event: (i) at the time of filing of such Co-Borrower’s Form 10‑K 10-K with the Securities and Exchange Commission after the end of each fiscal year of such Co-Borrower, the financial statements of such Co-Borrower filed with such Form 10‑K10-K; and (ii) at the time of filing of B▇▇▇▇▇▇▇such Co-Borrower’s Form 10‑Q 10-Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of such Co-Borrower, the Consolidated financial statements of such Co-Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. 10-Q. In addition, each Co-Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by such Co-Borrower to its security holders and (B) promptly after immediately upon receipt of notice thereof, a report of any material legal actions pending or threatened against any Co-Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving any Co-Borrower or any Subsidiary is commenced that is reasonably expected to result in damages or costs to Borrower any Co-Borrower, or all Co-Borrowers collectively, of One Hundred Thousand Dollars ($100,000) or more.

Financial Statements, Reports, Certificates. Borrower shall deliver Deliver to LenderCollateral Agent, with copies to each Holder, each of the financial statements, reports, or other items set forth below at the following times in form and substance reasonably satisfactory to Collateral Agent and the Holders: (a) as soon as available, but in any event within thirty (30) 45 days after the end of each monthof the fiscal quarters during ICD’s fiscal year (or such longer period as the Holders may agree in their sole discretion), a Borrower prepared (a) an unaudited Consolidated balance sheet sheet, income statement, statement of cash flow and Consolidated income statement covering Borrower’s operations during of shareholders’ equity of the Note Parties and their Subsidiaries as at the end of such fiscal period, and aging of Borrower’s accounts receivable and accounts payablesetting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to interim financial statements generally, and certified by Borrower’s president, treasurer, controller or the chief financial officer or vice president finance (eachor similar officer) of ICD as fairly presenting, a “Responsible Officer”)in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments; (b) a management discussion and analysis for the fiscal quarter then ended, in form and substance reasonably satisfactory to the Holders; as soon as available, but in any event within thirty (30) 90 days after the end of each ICD’s fiscal quarteryear, a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during such period, certified by a Responsible Officer; (c) an audited Consolidated balance sheet, income statement, statement of cash flow and statement of shareholders’ equity of the Note Parties and their Subsidiaries as at the same time end of such is provided fiscal year, setting forth in each case m comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the lender providing scope of the Indebtedness permitted pursuant audit on which such opinion is based) of independent public accountants of recognized international standing reasonably acceptable to clause the Holders, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances; (d) a Compliance Certificate from the chief financial officer or vice president-finance (or similar officer) of ICD: (i) Covenant Compliance - setting forth the information from such financial statements that is required in order to establish whether the Note Parties were in compliance with the requirements of Section 3.05(A), and reasonably detailed calculations demonstrating compliance with the financial covenants of such Section, as of the definition date of “Permitted Indebtedness”the financial certificates accompanying such Compliance Certificate; and (e) a management discussion and analysis for the fiscal year then ended, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating in form and substance reasonably satisfactory to the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) Holders; as soon as available, but in any event within two hundred seventy 30 days (270or, in the case of the last fiscal month of any fiscal quarter, 45 days) after the end of each of ICD’s fiscal month (or such longer period as the Holders may agree in their sole discretion), (f) an unaudited Consolidated balance sheet, income statement, statement of cash flow and statement of shareholders’ equity of the Note Parties and their Subsidiaries as at the end of any month, setting forth in each case in comparative form the figures for the corresponding month in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to interim financial statements generally, and certified by the chief financial officer or vice president finance (or similar officer) of ICD as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments; annually, within 90 days after the end of Borrower’s each fiscal year, audited Consolidated financial statements (g) a detailed calculation of Borrower prepared in accordance with GAAPExcess Cash Flow for such fiscal year, together with an unqualified opinion any necessary supporting documentation, certified by the chief financial officer or vice president-finance (or similar officer) of ICD, in form and substance satisfactory to the Holders; if and when filed by ICD, (h) Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports; (i) all registration statements (other than a “going concern” qualification resulting from Form S-8 or any similar form) filed by ICD with the impending maturity SEC; and (j) copies of any Indebtedness) on such all financial statements, reports and proxy statements furnished to all shareholders of a nationally recognized or other independent public accounting firm reasonably acceptable ICD, to Lenderthe extent not otherwise required to be delivered under this Agreement; (e) as soon as available, but in any event within thirty (30) 30 days after before the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end start of each of the first three Note Parties’ fiscal quarters years, (k) copies of BorrowerNote Parties’ Projections for the forthcoming fiscal year on a quarterly basis, certified by the Consolidated chief financial statements officer or vice president-finance (or similar officer) of Borrower filed with ICD as being such Form 10‑Q; provided thatofficer’s good faith estimate, in each caselight of facts and conditions known at the time, of the financial performance of the Note Parties and their Subsidiaries during the period covered thereby; promptly, but in any event within 5 days after any Note Party has knowledge of any event or condition that constitutes a Default or an Event of Default, (l) notice of such financial statements may be delivered electronically event or on B▇▇▇▇▇▇▇’s website andcondition and a statement of the curative action that the Note Parties propose to take with respect thereto; promptly, if so delivered, shall be deemed to have been delivered on but in any event within 5 days after any Note Party has knowledge thereof or the date of the filing. In additionfurnishing of by any Note Party, Borrower shall deliver to each Lender (Am) promptly upon becoming available, notice and copies of all statementsnotices, certificates, statements or reports and notices sent to or made available generally by Borrower from the Note Parties in connection with the ABL Documents which are not otherwise required to its security holders and (B) promptly after receipt be delivered pursuant to the terms of notice thereof, a report of any material legal actions pending or threatened against Borrower this Agreement or any Subsidiary or amendment, waiver, consent supplement and other modification relating to the commencement of any action, proceeding or governmental investigation involving Borrower ABL Documents or any Subsidiary is commenced that is reasonably expected forbearance agreement relating to result in damages or costs to Borrower of One Hundred Thousand Dollars ($100,000) or more.the ABL Documents; and

Financial Statements, Reports, Certificates. Borrower shall deliver to Lender: (a) Deliver to Purchaser Agent and each Purchaser: (i) as soon as available, but in any event within thirty (30) no later than 45 days after the end last day of each monthof the first three calendar quarters of each fiscal year, a Borrower company prepared Consolidated unaudited consolidated balance sheet sheet, statement of operations and Consolidated comprehensive income or loss and statement of cash flows covering Borrower’s the consolidated operations during of Parent and its Subsidiaries for such period, and aging quarter certified by a Responsible Officer of Borrower’s accounts receivable and accounts payableParent, all certified prepared in accordance with GAAP, subject to normal year-end audit adjustments and the absence of disclosures normally made in footnotes, together with a duly completed Compliance Certificate signed by Borrower’s president, treasurer, controller or chief financial officer a Responsible Officer of Parent; (each, a “Responsible Officer”); (bii) as soon as available, but in any event within thirty (30) no later than 90 days after the end last day of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during such period, certified by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any event within two hundred seventy (270) days after the end of BorrowerParent’s fiscal year, audited Consolidated consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified a report and opinion on the financial statements and on internal 23 controls and procedures, if available, from Ernst & Young LLP, any other accounting firm of nationally recognized standing or any other independent certified public accounting firm acceptable to Purchaser Agent in its reasonable discretion (other than a which report and opinion shall be prepared in accordance with GAAP and shall not be subject to any qualification, emphasis of matter or statement as to “going concern” or scope of audit, except for qualifications relating to changes in accounting principles or practices reflecting changes in GAAP or any such exception, qualification or explanatory paragraph that is with respect to, or resulting from from, any True-Up Payment Date more than 12 months after the impending date of such audit report or any upcoming maturity of the Notes, and required or approved by Parent’s independent certified public accountants), together with (A) a duly completed Compliance Certificate signed by a Responsible Officer of Parent and (B) updates to the Perfection Certificate to reflect any Indebtednessamendments, modifications and updates, if any, to the information in the Perfection Certificate since the Effective Date or the most recent update thereto (to the extent not covered in the Intellectual Property Update); (iii) promptly following the end of each calendar quarter, but in any event, in each case, no later than 45 days after the last day of each of the first three calendar quarters of each fiscal year and 90 days after the last day of each fiscal year, as applicable, (a) a reasonably detailed quarterly report setting forth, with respect to such same period, the Intellectual Property Updates and, solely prior to Troriluzole Approval, the Regulatory Updates, (b) commencing with the fiscal quarter ending March 31, 2025, cash flow projections for the four quarter period following such fiscal quarter set forth in a quarter by quarter format, (c) a financial “DashBoard” report which shall include unrestricted Cash, marketable securities, revenue for the reporting quarter, and year-to-date revenue (provided that the Obligors shall also provide Purchaser Agent with such additional information regarding the updates included in each such quarterly report as Purchaser Agent may reasonably request from time to time), and (d) if any Obligor shall acquire a Commercial Tort Claim (as defined in the UCC) constituting Collateral and asserting, or reasonably likely to involve, damages in excess of $5,000,000, a writing signed by Issuer setting forth the general details thereof (and further details as may be reasonably required by Purchaser Agent) and, on or after the First Purchase Date, grant to Purchaser Agent, for the benefit of the Secured Parties, in such financial statements writing a security interest therein and in the proceeds thereof, all upon the terms of a nationally recognized or other independent public accounting firm this Agreement. The Obligors shall prepare and maintain and shall cause their respective Affiliates and use commercially reasonable efforts to require their respective Licensees to prepare and maintain reasonably acceptable complete and accurate records of the information to Lender; be disclosed in each report delivered pursuant to this clause (eiii); (iv) as soon as available, but in any event within thirty (30) days available after the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved approval thereof by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) , but no later than 120 days after the same last day of each of Parent’s fiscal years, beginning with the fiscal year ending December 31, 2025, Parent’s annual financial projections, business plan and budget for Parent and its Subsidiaries for the entire current fiscal year as approved by Parent’s board of directors, which such annual financial projections, business plan and budget shall be set forth in a quarter-by-quarter or month-by-month format (such annual financial projections, business plan and budget as originally delivered to Purchaser Agent are sent or receivedreferred to herein as the “Annual Projections”); provided that any revisions of the Annual Projections approved by Parent’s board of directors shall be delivered promptly to Purchaser Agent and in any event no later than 10 Business Days after such approval; (v) within 10 Business Days of delivery, copies of (I) all correspondencestatements, reports and notices made available to Parent’s security holders, or required to be delivered to the holders (or their agent or trustee) of Permitted Convertible Notes or any other debt of Parent or any Subsidiary pursuant to the terms of any indenture, loan agreement, credit agreement or similar agreement, in each case, other than reports and notices of an immaterial or purely administrative nature and (II) any royalty, net sales or similar reports delivered to a counterparty to any Permitted Product Financing with respect to royalties or other fees paid or payable thereunder with respect to any Other Product; (vi) promptly and in any event no later than 10 Business Days after each regularly-scheduled meeting of Parent’s board of directors, the board kit (or board pack) and other materials delivered to the directors in connection with any such meeting; provided that, if Parent, upon the advice of counsel, reasonably determines that any such information (x) constitutes attorney-client privileged information and the disclosure thereof would adversely impair the attorney-client privilege between Parent and such counsel with respect to such information or (y) specifically relates to a bona fide dispute with Purchaser Agent and the Purchasers or a refinancing of the Notes, or consists of the names of 24 participants in, and specifics of bid information relating to, any auction or other competitive process for a Permitted Product Financing, or consists of the name(s) of any prospective counterparty or counterparties to any license agreement, acquisition, merger or other strategic transaction, Parent shall be entitled to withhold delivery of, or redact, any such information (and only such information) from Purchaser Agent and the Purchasers so long as it provides a reasonable description of such redacted information (except that, in the case of subclause (x), this proviso will not apply if Purchaser Agent and Purchasers have entered into a customary common interest agreement with respect to such information, it being understood that Parent shall enter into such an agreement unless it has determined in good faith upon the advice of outside counsel, that such common interest agreement would not provide sufficient protection) and Parent shall disclose that the information is being withheld on the foregoing basis. (vii) without limiting the generality of the above clause (vi), promptly after any reasonable request by Purchaser Agent, copies of any detailed audit reports, documents management letters or recommendations submitted to Parent’s board of directors (or the audit committee thereof) by independent accountants in connection with the accounts or books of Parent or any Subsidiary, or any audit of any of them; (viii) concurrently with the delivery of quarterly financial statements pursuant to Section 6.2(a)(i) and the annual audited financial statements pursuant to Section 6.2(a)(ii), (A) copies of any amendments of or other filings changes to the Operating Documents of Parent or any of its Subsidiaries, (B) copies of any new Material Agreement and any material amendment to any Material Agreement, and (C) if requested by Borrower Purchaser Agent, copies of any material agreement concerning any financing, any Permitted Acquisition or any license of any Other Product and any material amendment to any of the foregoing; (ix) prompt notice (and in any event within 10 Business Days) following any serious adverse event in any Clinical Trial of Troriluzole that could have a material adverse effect on such Clinical Trial, or receipt of any material data read out with respect to a Clinical Trial of Troriluzole, and upon the request of Purchaser Agent, provide Purchaser Agent and Purchasers an opportunity to review the data or other relevant materials with respect to such Clinical Trial; (x) prompt notice (and in any event within 10 Business Days) of (A) knowledge of Parent of any material infringement or misappropriation by any Third Party of any Troriluzole Intellectual Property, (B) receipt of any written notice from a Third Party alleging or claiming that the making, having made, using, importing, offering for sale, or selling of Troriluzole infringes or misappropriates any Intellectual Property of such Third Party (which notice shall include a copy of such notice received), and (C) to the extent permitted by Requirements of Law, receipt by any Obligor of any written notice, claim or demand challenging the legality, validity, enforceability or ownership of any Troriluzole Intellectual Property of such Obligor or pursuant to which any Third Party commences or threatens any action, suit or other proceeding against such Obligor or Affiliate and relating to Troriluzole (which notice shall furnish a copy of such notice, claim or demand, or if such notice, claim or demand is not in writing, a written summary describing in reasonable detail the contents thereof); (xi) prompt notice (and in any event no later than 10 Business Days) of (A) the termination of any Material Agreement (provided that, such notice shall not be required if such Material Agreement is replaced substantially concurrently with the termination of such Material Agreement) and (B) the receipt by Parent or any of its Subsidiaries of any notice of a breach under any Material Agreement; (xii) as soon as possible, and in any event within 10 Business Days after the occurrence of any ERISA Event that, either individually or together with any Governmental Authority regarding the revocationother ERISA Events, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have result in liability of Parent and its Subsidiaries in an aggregate amount exceeding $10,000,000; (xiii) as soon as possible, and in any event within 10 Business Days after receipt thereof, in each case to the extent related to Troriluzole, true and correct copies of all FDA Form 483s, notices of adverse finding, warning letters, untitled letters, “It Has Come to Our Attention” letters, Safety Notices, full or partial clinical holds, complete response letters, and other material written 25 correspondence or written notices from the FDA, the EMA, the MHRA or the PMDA or any other Governmental Authority having jurisdiction over the facilities or business of Parent or any of its Subsidiaries or over Troriluzole; (xiv) promptly (and in any event no later than 10 Business Days) following receipt thereof, copies of all non-privileged written environmental reports submitted to a Governmental Authority, whether prepared by personnel of any Obligor or by independent consultants, Governmental Authorities or any other Persons, with respect to significant environmental matters at any Facility that could be reasonably expected to result in a Material Adverse EffectChange or with respect to any Environmental Claims that could be reasonably expected to result in a Material Adverse Change; and and (fxv) such other financial information as reasonably requested by Purchaser Agent or any Lender may reasonably request from time Purchaser. Notwithstanding the foregoing, documents required to time. From and after such time as Borrower becomes a publicly reporting company, promptly as they are available and in any event: (i) at be delivered pursuant to the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements terms hereof may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, and if so delivered, shall be deemed to have been delivered on the date on which (A) Parent posts such documents, or provides a link thereto, on Parent’s website on the internet at Parent’s website address or (B) such documents are posted on Parent’s behalf on the internet or an intranet website, if any, to which Purchaser Agent and the Purchasers have access and, in each case ((A) and (B)), Issuer informs Purchaser Agent and the Purchasers in writing of the filingavailability of such documents, including a detailed description of the location of such documents and which specific provision(s) and/or requirement(s) of this Agreement such documents relate. Any documents or other information required to be delivered pursuant to the terms of this Agreement may be redacted by Parent or any of its Subsidiaries to protect individually identifiable health information (as defined under HIPAA) or personal data (as defined under Privacy Laws). (b) Concurrently with the delivery of the financial statements pursuant to Section 6.2(a)(i) (with respect to the first three fiscal quarters of each fiscal year) and Section 6.2(a)(ii) (with respect to the fourth fiscal quarter of each fiscal year), a Reconciliation Report for such quarter or year, as applicable, together with a certificate signed by the Chief Financial Officer of Parent, certifying that to the knowledge of the Obligors (i) such Reconciliation Report is a true and complete copy and (ii) any statements and any data and information therein prepared by the Obligors are true, correct and accurate in all material respects. Upon request by Purchaser Agent, the Obligors and Purchaser Agent shall meet in person or by teleconference to discuss each Reconciliation Report. (c) After delivery of the financial statements pursuant to Section 6.2(a) at the request of Purchaser Agent, Parent shall cause its Chief Financial Officer to participate in one conference call with Purchaser Agent and the Purchasers to discuss, among other things, the financial condition of each Obligor, any financial or earnings reports and the other reports delivered pursuant to this Section 6.2; provided that such conference call shall be held during normal business hours upon reasonable advance notice and, so long as no Event of Default has occurred and is continuing, not more frequently than once per fiscal quarter. (d) Keep proper books of record and account in accordance with GAAP in all material respects. Parent shall, and shall cause each of its Subsidiaries to (i) maintain effective disclosure controls and procedures, and (ii) maintain a system of internal accounting controls designed to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (C) access to assets or incurrence of liability is permitted only in accordance with management’s general or specific authorization and (D) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences. (e) Allow, at the sole cost of the Obligors, Purchaser Agent, during regular business hours upon reasonable prior notice (provided that no notice shall be required when an Event of Default has occurred and is continuing), to visit and inspect any of its properties, to examine and make abstracts 26 or copies from any of its Books, to conduct a collateral audit and analysis of its operations and the Collateral and to conduct an audit of Net Sales. Such audits shall be conducted no more often than once every year unless (and more frequently if) an Event of Default has occurred and is continuing. All such visits and examinations pursuant to this Section 6.2(e) shall comply with Parent’s or its Subsidiaries’ policies and protocols for safety for visitors to its facilities, including visits to any manufacturing areas, as provided to Purchaser Agent prior to the Effective Date and updated from time to time as necessary to comply with applicable Requirements of Law. In addition, Borrower the Obligors shall deliver to each Lender (A) promptly upon becoming available, copies of include in all statements, reports and notices sent or made available generally by Borrower to its security holders and (B) promptly after receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to result in damages or costs to Borrower of One Hundred Thousand Dollars ($100,000) or more.License Agreements t

Financial Statements, Reports, Certificates. Borrower shall deliver Deliver to LenderFoothill: (a) as soon as available, but in any event within thirty (30) 30 days after the end of each monthof the first, second, fourth, fifth, seventh, eighth, tenth, and eleventh months during each of the Obligors' fiscal years, a Borrower company prepared Consolidated balance sheet sheet, income statement, and Consolidated income statement of cash flow covering Borrower’s the Obligors' operations (including the overall radio network of the Obligors) during such period, and aging of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”); (b) as soon as available, but in any event within thirty (30) 45 days after the end of each of the third, sixth, ninth, and twelfth months during each of the Obligors' fiscal quarteryears, a Borrower company prepared Consolidated balance sheet, income statement, and statement of cash flow statement covering Borrower’s the Obligors' operations during such period, certified by a Responsible Officer(including the overall radio network of the Obligors) for the fiscal quarter then ended; and (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any event within two hundred seventy (270) 90 days after the end of Borrower’s each of the Obligors' fiscal years, financial statements of the Obligors for each such fiscal year, audited Consolidated financial statements of Borrower by independent certified public accountants reasonably acceptable to Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with an unqualified opinion (other than a “going concern” qualification resulting from certificate of such accountants addressed to Foothill stating that such accountants do not have knowledge of the impending maturity existence of any Indebtedness) on such Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow on a nationally recognized or other independent public accounting firm reasonably acceptable per Communications System basis as well as on the basis of the overall radio network of the Obligors, and, if prepared, such accountants' letter to Lender; (e) as soon as availablemanagement. In addition to the financial statements referred to above, but in any event within thirty (30) days after the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget ▇ agrees to deliver balance sheet information in form reasonably acceptable to Foothill and plan for prepared on a consolidating, per Obligor basis AND per Communications System basis, so as to present Borrower and each such related entity separately and to present each Communications System separately, and financial statements prepared on a consolidated basis. Together with the next fiscal yearabove, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received▇ also shall deliver to Foothill Borrower's Form 10-Q Quarterly Reports, copies of all correspondenceForm 10-K Annual Reports, reportsand Form 8-K Current Reports, documents and any other filings made by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its securitiesholders, and any other report reasonably requested by Foothill relating to the financial condition of Borrower or any of the other Obligors. Each month, together with the financial statements provided pursuant to SECTION 6.3(a) or SECTION 6.3(b), as the case may be, Borrower shall deliver to Foothill a certificate signed by its chief financial officer to the effect that: (i) all 51 financial statements delivered or caused to be delivered to Foothill hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments) and fairly present the financial condition of Borrower, its Subsidiaries, and each of their respective Communications Systems, (ii) the representations and warranties of the Obligors contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) for each month that also is the date on which a financial covenant in SECTION 7.20 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of each fiscal year of Borrowersuch period with the applicable financial covenants contained in SECTION 7.20, the financial statements of Borrower filed with such Form 10‑K; and (iv) on the date of delivery of such certificate to Foothill there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action the relevant Obligor has taken, is taking, or proposes to take with respect thereto). Borrower (and, if required, each of the other Obligors) at shall have issued written instructions to its independent certified public accountants authorizing them to communicate with Foothill and to release to Foothill whatever financial information concerning the time of filing of BObligors that Foothill may request. ▇▇▇▇▇▇▇’s Form 10‑Q with the Securities ▇ hereby irrevocably authorizes and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on Bdirects (and ▇▇▇▇▇▇▇’s website ▇ agrees to cause promptly each of the other Obligors to irrevocably authorize and direct, and, if so delivered, shall be deemed to have been delivered on the date by its execution and delivery of the filingGuaranty or a joinder thereto, each of the Guarantors hereby irrevocably authorizes and directs) all auditors, accountants, or other third parties to deliver to Foothill, at Borrower's expense, copies of the Obligors' financial statements, papers related thereto, and other accounting records of any nature in their possession, and to disclose to Foothill any information they may have regarding the Obligors' business affairs and financial conditions. In additionDeliver to Foothill not less than 10 Business Days prior to the closing of any proposed Permitted Acquisition each of the following (a) a detailed description of the assets or stock that are the subject of such proposed Permitted Acquisition, (b) a term sheet or other description setting forth the essential terms and basic structure of the proposed Permitted Acquisition (including, purchase consideration and method and structure of payment; in this regard, if the purchase price includes a seller note, non-compete agreement, or other right to payment, Borrower shall deliver detail the economic terms thereof), (c) projected statements of income for the Person or assets that are proposed to each Lender be acquired for at least a 1 year period following such proposed Permitted Acquisition (A) promptly upon becoming availableincluding a summary of assumptions or PRO FORMA adjustments for such projections), copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and (Bd) promptly after receipt a sources and uses calculation showing the proposed amount of notice thereofIndebtedness, a report if any, to be utilized in connection with the consummation of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to result in damages or costs to Borrower of One Hundred Thousand Dollars ($100,000) or moreproposed Permitted Acquisition.

Financial Statements, Reports, Certificates. Borrower shall deliver Deliver to the Lender: : (a) as soon as available, but in any event within thirty 30 days (30or 45 days in the case of a month that is one of Borrower’s fiscal quarters or 90 days in the case of a month that is the Borrower’s fiscal year end) days after the end of each monthmonth during each of Borrower’s fiscal years, (i) Borrower-prepared consolidated balance sheet, a Borrower prepared Consolidated balance sheet income statement, and Consolidated income statement of cash flow covering Borrower’s and its Subsidiaries’ operations during such period, and aging and (ii) a certificate of Borrower’s accounts receivable and accounts payable, all certified Borrower signed by Borrower’s president, treasurer, controller or the chief financial officer of Borrower to the effect that: (eachA) the financial statements delivered hereunder have been prepared in accordance with GAAP (except for the lack of footnotes and being subject to quarterly (or more frequent) adjustments for reserves for price protection, warranties and returns consistent with past practices year-end audit adjustments) and fairly present in all material respects the financial condition of Borrower and its Subsidiaries, and (B) there does not exist any condition or event that constitutes a “Responsible Officer”Default or Event of Default (or, to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Companies have taken, are taking, or propose to take with respect thereto); , and (b) as soon as available, but in any event within thirty (30) 90 days after the end of each of Borrower’s fiscal quarteryears, consolidated financial statements of Borrower and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to the Lender and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a Borrower prepared Consolidated balance sheet, income statement, and statement of cash flow statement covering Borrower’s operations during and, if prepared, such period, certified by a Responsible Officer; accountants’ letter to management), (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any event prior to the start of each of Borrower’s fiscal years, (i) copies of Borrower’s annual Projections which have been presented to the Board of Directors of the Borrower, in form and substance (including as to scope and underlying assumptions) satisfactory to the Lender, in its discretion, for the forthcoming three years, year by year, and for the forthcoming fiscal year, month by month, certified by Borrower and signed by the chief financial officer of Borrower as being such Borrower’s good faith best estimate of the financial performance of Borrower and its Subsidiaries during the period covered thereby, (ii) a copy of Capital Expenditure budget for the forthcoming year, which budget shall be in the form and substance acceptable to the Lender, and (iii) a schedule of the projected release dates for videogames, which schedule shall include for each videogame, the title of the game, the release date, projected net sales by unit and projected net sales by quarter, (iv) a schedule of (A) the projected revenue by fiscal quarter generated from the top 5 videogames to be sold by the Companies during the upcoming fiscal year (or the top 5 videogames and Mortal Kombat if Mortal Kombat is not in the top 5 videogames by revenue generated) and (B) the videogame titles comprising 70% of projected total annual revenue from videogame sales during the upcoming fiscal year, (d) as soon as available but in any event within two hundred seventy (270) 45 days after the end of each month that is one of Borrower’s fiscal quarters (or within 90 days in the case of a month that is the Borrower’s fiscal year end), revised annual Projections (if any) which have been presented to the Board of Directors of the Borrower, in form and substance (including as to scope and underlying assumptions) satisfactory to the Lender, in its discretion, for the current fiscal year, audited Consolidated financial statements month by month, incorporating the actual results of Borrower prepared in accordance with GAAP, together with an unqualified opinion (other than all prior months of such fiscal year as well as a “going concern” qualification resulting from comparison of actual year to date results versus the impending maturity of any IndebtednessProjections delivered for such fiscal year pursuant Section 6.3(c) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; hereof, (e) as soon as availableBorrower has knowledge of any event or condition that constitutes a Default or an Event of Default, notice thereof and a statement of the curative action that the Companies propose to take with respect thereto, (f) promptly after the commencement thereof, but in any event within thirty (30) 5 days after the end service of Borrower’s fiscal yearprocess with respect thereto on any Company, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies notice of all correspondenceactions (including a copy of the relevant complaint), reportssuits, documents and other filings or proceedings brought by Borrower or against any of its Subsidiaries with Company before any Governmental Authority regarding the revocationwhich, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may reasonably could be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and (B) promptly after receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to result in a Material Adverse Change or (ii) sets forth a claim that if the Government were to prevail would result in monetary damages or costs loss to the Company in excess of $5,000,000 (g) promptly upon delivery thereof, copies of any notice with respect to redemption of the Junior Notes delivered by Borrower to any holder of One Hundred Thousand Dollars the Junior Notes, ($100,000h) as soon as Borrower has knowledge of or morereceipt of any notice from a holder of a Junior Note with respect to a Redemption Date, telephonic and telefacsimile or electronic mail notice thereof, and (i) upon the request of the Lender, any other report (including Accounts reports) reasonably requested relating to the financial condition of the Companies. In addition to the financial statements referred to above, Borrower agrees to deliver unaudited balance sheets and income statements prepared on a consolidating basis and agree that no Subsidiary of Borrower (other than the Australia Companies) will have a fiscal year different from that of Borrower. Borrower agree to cooperate with the Lender to allow the Lender to consult with its independent certified public accountants if the Lender reasonably requests the right to do so and that, in such connection, its independent certified public accountants are authorized to communicate with the Lender and to release to the Lender whatever financial information concerning Borrower that the Lender reasonably may request.

Financial Statements, Reports, Certificates. Borrower shall deliver to Lender: Provide Bank with the following: (a) as soon as availablea Transaction Report (and any schedules related thereto) which includes, but in any event among other things, Recurring Revenue (i) with each request for an Advance and (ii) within thirty (30) days after the end of each month, unless either (A) no Advances are outstanding or (B) Borrower’s Adjusted Quick Ratio is equal to or greater than 2.00, (such conditions (A) or (B) referred to herein as “Extended Reporting Conditions”), in which case Borrower shall provide a Borrower Transaction Report quarterly within forty-five (45) days after the end of each fiscal quarter; (b) within thirty (30) days after the end of each month (or quarterly no later than forty-five (45) days after the end of each fiscal quarter if any one of the Extended Reporting Conditions is satisfied), monthly or quarterly reports, as the case may be, of the following: (i) accounts receivable agings, aged by invoice date, (ii) accounts payable agings, aged by invoice date, and (iii) a Deferred Revenue report and general ledger; (c) within thirty (30) days after the last day of each month (or quarterly no later than forty-five (45) days after the end of each fiscal quarter if any one of the Extended Reporting Conditions is satisfied), a company prepared Consolidated consolidated balance sheet and Consolidated income statement covering Borrower’s consolidated operations during for such periodmonth or fiscal quarter, as the case may be, certified by a Responsible Officer and in a form acceptable to Bank (the “Financial Statements”) (it being agreed that delivery of the Borrower’s Quarterly Report on Form 10-Q or interim financial statements accompanied by management’s discussion and analysis on Form 51-102F1 will satisfy this requirement, which such reports shall be deemed to have been delivered hereunder on the date on which Borrower files such reports with the SEC or with the applicable Canadian securities regulatory authorities, as applicable); (d) within thirty (30) days after the last day of each month (or quarterly no later than forty-five (45) days after the end of the fiscal quarter if any one of the Extended Reporting Conditions is satisfied) 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 fiscal quarter, as the case may be, Borrower was in full compliance with all of the terms and conditions of this Agreement, and aging setting forth calculations showing compliance with the financial covenant set forth in Section 7.11 as of Borrower’s accounts receivable the last day of the applicable fiscal quarter and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer such other information as Bank may reasonably request; (each, a “Responsible Officer”); (be) as soon as available, but in any event within thirty (30) days after the end of each fiscal quarteryear of Borrower, a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during such periodor more frequently, certified by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause as updated in any material manner, (i) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the then current fiscal year of Borrower, and (ii) annual financial projections for the definition following fiscal year (on a quarterly basis) as approved by Borrower’s board of “Permitted Indebtedness”directors, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating together with any related business forecasts used in the principal amount preparation of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, annual financial projections; (df) as soon as promptly after becoming available, but and in any event within two one hundred seventy eighty (270180) days after following the end of Borrower’s fiscal year, audited Consolidated consolidated financial statements of Borrower prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion (other than a “going concern” qualification resulting from on the impending maturity of any Indebtedness) on such financial statements of a nationally recognized from PricewaterhouseCoopers LLP or such other independent certified public accounting firm of recognized national standing selected by Borrower and, solely if such accounting firm is not a “Big 4” accounting firm, reasonably acceptable to Lender; Bank (e) as soon as available, but in any event within thirty (30) days after it being agreed that delivery of the end of Borrower’s fiscal yearAnnual Report on Form 10-K or annual audited financial statements accompanied by management’s discussion and analysis on Form 51-102F1 will satisfy this requirement, B▇▇▇▇▇▇▇’s operating budget and plan for which such reports shall be deemed to have been delivered hereunder on the next fiscal yeardate on which Borrower files such reports with the SEC or with the applicable Canadian securities regulatory authorities, as approved by B▇▇▇▇▇▇▇’s board applicable); (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five (5) Business Days of directors; (f) within fifteen (15) days after the same are sent or receivedfiling, copies of all correspondence, periodic and other reports, documents proxy statements and other filings 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, as the case may be; (h) within five (5) Business Days after delivery, copies of all material reports and notices made available to holders of Material Subordinated Debt (to the extent not otherwise provided pursuant to this Agreement); (i) prompt notice of any legal action pending or threatened in writing against Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise would reasonably be expected to have a Material Adverse Effectresult in damages or costs to Borrower or any of its Subsidiaries of $500,000 or more; and (j) promptly, and in any event within three (f3) such Business Days after reasonable request by Bank (one (1) Business Day after the occurrence and during the continuance of an Event of Default), other financial information as relating to Borrower and its Subsidiaries reasonably requested by Bank. Documents required to be delivered pursuant to the terms hereof (to the extent any Lender may reasonably request from time to time. From and after such time as Borrower becomes a publicly reporting company, promptly as they documents are available and included in any event: (i) at the time of filing of Borrower’s Form 10‑K materials otherwise filed with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (iiSEC) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, and if so delivered, shall be deemed to have been delivered on the date of on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and (B) promptly after receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to result in damages or costs to Borrower of One Hundred Thousand Dollars ($100,000) or moreInternet at Borrower’s website address.

Financial Statements, Reports, Certificates. Borrower shall deliver to Lender: Provide Bank with the following: (a) as soon as availablea Borrowing Base Report (and any schedules related thereto and including any other information reasonably requested by Bank with respect to Borrower’s Accounts, but including without limitation, a detailed accounts receivable ledger) (i) no later than Friday of each week when a Streamline Period is not in any event effect, and (ii) within thirty (30) days after the end of each month when a Streamline Period is in effect; (b) within thirty (30) days after the end of each month, a Borrower prepared Consolidated balance sheet and Consolidated income statement covering Borrower’s operations during such period(A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and aging outstanding or held check registers, if any, and (C) monthly reconciliations of Borrower’s accounts receivable agings (aged by invoice date), transaction reports, Deferred Revenue report, general ledger, and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer detailed debtor listing; (each, a “Responsible Officer”); (bc) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in any event a form acceptable to Bank in its reasonable discretion (the “Monthly Financial Statements”); (d) within thirty (30) days after the end last day of each fiscal quartermonth and together with the Monthly Financial Statements, a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during such period, certified duly completed Compliance Certificate signed by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any event within two hundred seventy (270) days after the end of Borrower’s fiscal year, audited Consolidated financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; ; (e) as soon as available, but in any event within thirty no later than the earlier of (30i) ninety (90) days after the end last day of each fiscal quarter of Borrower, or (ii) Borrower’s fiscal year10-Q filing date, B▇▇▇▇▇▇▇company prepared consolidated balance sheet and income statement covering Borrower’s operating budget consolidated operations for such quarter certified by a Responsible Officer and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; in a form acceptable to Bank in its reasonable discretion; (f) within fifteen the later of sixty (1560) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after Board approval, or (ii) the end of each fiscal year of Borrower, and within ten (10) days after any updates or amendments thereto, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower, and (B) annual financial projections for the following fiscal year (on a quarterly basis), in each case as approved by the Board, together with any related business forecasts used in the preparation of such annual financial projections; (g) as soon as available, but no later than the earlier of (i) one hundred twenty (120) days after the last day of each fiscal year of Borrower, or (ii) Borrower’s 10-K filing date, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (h) 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 or other information required to be delivered pursuant to the terms hereof (to the extent any such documents and information are included in materials otherwise filed with such Form 10‑K; and (iithe SEC) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, and if so delivered, shall be deemed to have been delivered on the date of on which Borrower posts such documents or information, or provides a link thereto, on Borrower’s website on the filing. In additioninternet at Borrower’s website address; provided, however, Borrower shall deliver to each Lender promptly notify Bank in writing (Awhich may be by electronic mail) promptly upon becoming availableof the posting of any such documents; (i) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower’s security holders and or to any holders of Subordinated Debt; (Bj) promptly after receipt of notice thereof, a prompt report of any material legal actions pending or threatened in writing against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced its Subsidiaries that is reasonably expected to could result in damages or costs to Borrower or any of One Hundred Thousand its Subsidiaries of, individually or in the aggregate, [***] Dollars ($100,000[***]) or more; and (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.

Financial Statements, Reports, Certificates. Borrower shall agrees to deliver to LenderFoothill: (a) as soon as available, but in any event within thirty (30) days after the end of each month during each of Borrower’s fiscal years (except for those months that are the end of a fiscal quarter, in which case Borrower shall deliver such information to Foothill within forty-five (45) days after the end of such month), a Borrower company prepared Consolidated balance sheet sheet, income statement, detailed calculation of EBITDA for the month and Consolidated income trailing twelve months, and, in the case of quarter-end statements, cash flow statement covering Borrower’s and its Subsidiaries’ operations during such period, and aging of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”); (b) as soon as available, but in any event within thirty ninety (3090) days after the end of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering of Borrower’s operations during fiscal years, financial statements of Borrower for each such periodfiscal year, audited by independent certified public accountants reasonably acceptable to Foothill and certified, without any qualifications, by a Responsible Officersuch accountants to have been prepared in accordance with GAAP; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any no event within two hundred seventy later than Tuesday of each week, a rolling 13-week cash flow forecast (270in form and substance reasonably satisfactory to Foothill) days after the end of covering Borrower’s fiscal year, audited Consolidated financial statements of Borrower prepared in accordance with GAAPand its Subsidiaries’ operations during such period, together with an unqualified opinion (other than a “going concern” qualification resulting certificate from the impending maturity chief accounting officer of any Indebtedness) Borrower representing and warranting that such 13-week cash flow forecast represents management’s good faith estimates of future financial performance, based on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lenderhistorical performance; and (ed) as soon as available, available but in any no event within thirty later than Tuesday of each week, a detailed rolling month to date report (30in form and substance reasonably satisfactory to Foothill) days after the end of covering Borrower’s fiscal yearand its Subsidiaries’ cash and Cash Equivalents, B▇▇▇▇▇▇▇’s operating budget including an indication of which amounts constitute Qualified Cash. Such financial statements (audited and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; unaudited) set forth in subsections (fa) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (fb) such other financial information as any Lender may reasonably request from time to time. From herein shall include a balance sheet, profit and after such time as Borrower becomes a publicly reporting companyloss statement, promptly as they are available and in any event: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website cash flow statement and, if prepared, such accountants’ letter to management. Borrower agrees to deliver financial statements prepared on a consolidating basis so delivered, shall be deemed as to have been delivered on the date of the filing. In addition, present Borrower shall deliver to and each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and (B) promptly after receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to result in damages or costs to Borrower of One Hundred Thousand Dollars ($100,000) or moreconsolidated entity separately.”

Financial Statements, Reports, Certificates. (a) Borrower shall deliver the following to LenderAgent by email to the address specified pursuant to Article 11 (and Agent shall deliver same to Lenders immediately upon receipt thereof), and Agent and Lenders shall be entitled to rely on the information contained therein: (ai) as soon as available, but in any event within the earlier of (x) forty-five (45) days after the end of each calendar quarter and (y) the date on which delivered to the SEC, Parent’s consolidated financial statements including a cash flow statement, income statement and balance sheet for the period reported, and certified by a Responsible Officer of Parent; (ii) if a Default or Event of Default has occurred and is continuing, as soon as available, but in any event within thirty (30) days after the end of each monthcalendar month (in form and substance satisfactory to the Required Lenders), P▇▇▇▇▇’s consolidated financial statements including a Borrower prepared Consolidated cash flow statement, income statement and balance sheet and Consolidated income statement covering Borrower’s operations during such periodfor the period reported, and aging of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”)Officer of Parent; (biii) as soon as available, but in any event within the earlier of (x) one hundred and twenty (120) days after the end of Parent’s fiscal year and (y) the date on which delivered to the SEC, audited consolidated financial statements of Parent in accordance with GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable the Initial Lenders; (iv) as soon as available, but in any event within thirty (30) days after prior to the end of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during such period, certified by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any event within two hundred seventy (270) days after the end of BorrowerParent’s fiscal year, audited Consolidated an annual operating budget and financial statements of Borrower prepared projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in accordance with GAAP, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent public accounting firm quarterly format reasonably acceptable to Lenderthe Required Lenders, provided that with respect to Borrower’s annual operating budget for fiscal year 2023, the Borrower may deliver such annual operating budget to Agent by no later than the earlier of (x) January 10, 2023 and (y) one Business Day prior to the closing of Heartland Disposition (as defined in the Heartland Consent); (ev) as soon as available, but in any event within thirty (30) days after the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower any Loan Party to its security holders and debt holders, when made available to such holders; (Bvi) promptly after upon receipt of written notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced Loan Party that is could reasonably expected be deemed to result in damages damages, fines, penalties or costs other sanctions by any Governmental Authority payable by any Loan Party exceeding the Threshold Amount, or claims for injunctive or equitable relief; (vii) promptly upon receipt thereof (but in any event no more than three (3) Business Days thereafter), (A) copies of any amendments, waivers, consents or other modifications to any Intermediation Facility Documents or any other documents relating to Indebtedness in excess of the Threshold Amount, as applicable, (B) notices of default required to be delivered pursuant to any Intermediation Facility Documents, or any other documents relating to Indebtedness in excess of the Threshold Amount, as applicable, (C) notices of material adverse changes, and (D) notice of any Change of Control; (viii) other financial information as Agent or any Lender may reasonably request from time to time promptly after such request; (ix) environmental, social and corporate governance related materials reasonably requested by the Lenders, including the BlackRock ESG Questionnaire within seventy-five (75) days after request therefor by the requesting Lenders, which in the case of the BlackRock ESG Questionnaire, shall be completed by the Loan Parties, for direct delivery to the BlackRock Lenders, within seventy-five (75) days after request through the e-Front system without any additional request by such BlackRock Lenders and (x) no later than Tuesday of each calendar week (commencing in January 16, 2024), (1) a reasonably detailed summary as of the last day of the preceding week of the Loan Parties’ RFS Assets and RFS Liabilities and (2) a reasonably detailed summary of (x) all obligations for the purchase of RINs that have not been paid and (y) RINs that the Loan Parties must purchase in order to satisfy its RVOs; provided, that if requested by Agent, the Borrower shall make its management and advisors available to Required Lenders and their advisors from time to time during normal business hours with reasonable advance notice to address questions from Agent and its advisors in respect of One Hundred Thousand Dollars the foregoing items in clause ($100,000) or morex).

Financial Statements, Reports, Certificates. Borrower Borrowers shall deliver to Lender: (a) as Agent, As soon as available, but and in any event within ninety (90) days (or, if such Person has filed a filing extension with the SEC, 105 days) after the end of each fiscal year of each of ThermaClime's and Parent's fiscal year, beginning with the fiscal year ending December 31, 2004, a copy of the consolidated and consolidating financial statements of ThermaClime and its Subsidiaries and Parent and its Subsidiaries for such fiscal year containing a balance sheet, statement of income, statement of stockholders' equity, and statement of cash flow as at the end of such fiscal year and for the fiscal year then ended, all in reasonable detail and such consolidated financial statements to be audited and certified by Ernst & Young, LLP or any other firm of independent certified public accountants of recognized national standing selected by Borrower and reasonably acceptable to the Agent, whose report shall be without limitation as to the scope of the audit and shall state that such financial statements have been prepared in accordance with GAAP and a certificate delivered to the Agent by such independent certified public accountants confirming the calculations set forth in the officer's certificate delivered to the Lenders pursuant to clause (f) hereof. The annual audit report required hereby shall not be qualified or limited or, with respect to Parent only, not qualified as to scope. Borrower shall deliver copies of all material reports and correspondence sent to Parent or its Subsidiaries or ThermaClime and its Subsidiaries by their independent certified public accountants promptly upon receipt thereof, including any management letters, management reports or other supplementary comments or reports furnished to Borrower or its Board of Directors by such accountants. As soon as available, and in any event within thirty (30) days (45 days (or if such Person has filed a filing extension with the SEC, 50 days) in the case of a month that is the end of one of the first 3 fiscal quarters in a fiscal year) after the end of each calendar month, a Borrower prepared Consolidated copy of an unaudited consolidated financial report of ThermaClime and its Subsidiaries and Parent and its Subsidiaries as of the end of such calendar month and for the portion of the fiscal year then ended, containing balance sheet and Consolidated income statement covering Borrower’s operations during such periodsheets, statements of income, and aging statements of Borrower’s accounts receivable and accounts payable, all certified by Borrower’s president, treasurer, controller or chief financial officer (each, a “Responsible Officer”); (b) as cash flow. As soon as available, but in any no event within later than thirty (30) days after prior to the start of Parent's and ThermaClime's fiscal year, an annual budget or business plan for each of Parent and ThermaClime and its Subsidiaries, on a consolidated basis, for the next succeeding fiscal year on a monthly basis, including projected balance sheets, income statements, cash flow statements, and a forecast of financial covenant compliance for each month of such fiscal year, in each case, together with supporting assumptions, as of the end of such fiscal year, and, at the beginning of each fiscal quarter, all revisions thereto approved by Parent's or ThermaClime's Board of Directors. Promptly, such additional information concerning any Borrower or Parent or as the Agent may request, including, without limitation, auditor management reports and any information which any Borrower or Parent provides to any lender relating to any Indebtedness in excess of $5,000,000 and, on a quarterly basis, a reconciliation of outstanding Intercompany Indebtedness, whether or not evidenced by an Intercompany Note, and with reconciliations of balances under each Intercompany Note; If and when filed by Parent, 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports, any other filings made by Parent with the SEC, copies of Parent's and ThermaClime's federal income tax returns (if requested by Agent), and any amendments thereto, filed with the Internal Revenue Service, and any other information that is provided by Parent to its shareholders generally. Any and all financial statements of the Borrowers or Parent delivered to the Agent pursuant to the provisions of this Agreement shall set forth all monetary amounts contained or listed therein in United States Dollars and shall set forth (in a footnote or otherwise) the applicable exchange rate used to calculate all such amounts. Concurrently with the delivery of each of the financial statements referred to in subsections (a) and (b) hereof, a certificate executed by an Authorized Officer of ThermaClime, on behalf of each Borrower, and Parent in the form of the officer's certificate attached hereto as Exhibit B stating that no Event of Default or Potential Default has occurred and is continuing or, if such officer has knowledge of an Event of Default or Potential Default, then stating the nature thereof and specifying the steps taken or proposed to be taken to remedy such matter, showing in reasonable detail the calculations showing compliance with Section 7.9, stating that the financial statements attached thereto have been prepared in accordance with GAAP and fairly and accurately present (subject to year-end audit adjustments, for the annual certificates) the financial condition and results of operations of each of ThermaClime and its Subsidiaries and Parent and its Subsidiaries as of the date and for the period indicated therein, containing an analysis of the borrowing base of Borrowers described in the Working Capital Loan Agreement (which, for purposes hereof, may be a copy of the borrowing base certificate delivered to Working Capital Agent pursuant to the Working Capital Loan Agreement), containing summaries of accounts payables agings, accounts receivable agings and inventory, containing a schedule of the outstanding Indebtedness of each Borrower prepared Consolidated cash flow statement covering Borrower’s and Parent that describes such Indebtedness in reasonable detail and states the principal amount and amount of accrued and unpaid interest with respect to such Indebtedness, containing management's discussion and analysis of the business and affairs of each Borrower and Parent, including, but not limited to, a discussion of the results of operations during compared to those originally budgeted for such period, certified by a Responsible Officer; (c) at and detailing all matters materially affecting the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) value, enforceability or collectibility of any material portion of the definition assets of “Permitted Indebtedness”each Borrower, B▇▇▇▇▇▇▇’s borrowing base certificate (including, without limitation, each Borrower's reclamation or similar document) calculating repossession of, or the principal return to each Borrower of, a material amount of goods and material claims or disputes asserted by any customer or other obligor, and any material adverse change in the relationship between each Borrower and any of its material suppliers or customers. Promptly, such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) additional information concerning Parent or the Borrowers as the Lenders may reasonably request. As soon as available, available (but in any event within two hundred seventy (270) no later than 15 days after the end of Borrower’s fiscal yearreceipt thereof), audited Consolidated financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion (other than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (e) as soon as available, but in any event within thirty (30) days after the end of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrowerany material order issued by any court, the financial statements of governmental authority or arbitrator in any material proceeding to which any Borrower filed with such Form 10‑K; or Parent is a party and (ii) at the time a copy of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities all correspondence and Exchange Commission after the end of each reports sent by Parent or any Borrower to Working Capital Agent outside of the first three fiscal quarters ordinary course of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and (B) promptly after receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to result in damages or costs to Borrower of One Hundred Thousand Dollars ($100,000) or morebusiness.

Financial Statements, Reports, Certificates. Borrower shall deliver (a) Deliver to LenderBank: (ai) as soon as available, but in any event within no later than thirty (30) days after the end last day of each month, a Borrower company prepared Consolidated consolidated balance sheet and Consolidated income statement covering Borrower’s consolidated operations during such period, and aging of Borrower’s accounts receivable and accounts payable, all the period certified by Borrower’s presidenta Responsible Officer and in a form acceptable to Bank, treasurer, controller or chief financial officer (each, a “Responsible Officer”)in its reasonable discretion; (bii) as soon as available, but in any event within thirty no later than one hundred eighty (30180) days after the end of each fiscal quarter, a Borrower prepared Consolidated cash flow statement covering Borrower’s operations during such period, certified by a Responsible Officer; (c) at the same time such is provided to the lender providing the Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (d) as soon as available, but in any event within two hundred seventy (270) days after the end last day of Borrower’s fiscal year, audited Consolidated consolidated financial statements of Borrower prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion (other than a “going concern” qualification resulting from on the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other from an independent certified public accounting firm reasonably acceptable to LenderBank; (e) as soon as availableprovided, but in any event within thirty (30) days after however that the end of annual audited financial statements for Borrower’s fiscal yearyear ended December 31, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year2008 shall be due no later than September 30, as approved by B▇▇▇▇▇▇▇’s board of directors2009; (f) iii), within fifteen five (155) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (ii) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, if so delivered, shall be deemed to have been delivered on the date of the filing. In addition, Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8 K filed with the Securities and Exchange Commission; (Biv) promptly after receipt of notice thereof, a prompt report of any material legal actions pending or threatened in writing against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to could result in damages or costs to Borrower or any Subsidiary of One Hundred Fifty Thousand Dollars ($100,00050,000.00) or more; (v) as soon as available, but no later than ten (10) days after approval by Borrower’s Board of Directors, annual financial projections for the following fiscal year commensurate in form and substance with those provided to Borrower’s venture capital investors; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank. (b) Within thirty (30) days after the last day of each month, deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B. (c) Allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts at Borrower’s expense, at reasonable times upon reasonable notice to Borrower; provided, however, prior to the existence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. The foregoing audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. Borrower hereby acknowledges that the first such audit will be conducted within thirty (30) days after the first Advance under this Agreement. After the occurrence and during the continuance of an Event of Default, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower.

Financial Statements, Reports, Certificates. Borrower shall deliver to Lender: (a) Deliver to each Lender: (i) as soon as available, but in any event within no later than thirty (30) days after the end last day of each monthmonth (other than the last month of any fiscal quarter), a Borrower company prepared Consolidated consolidated balance sheet and Consolidated sheet, income statement and cash flow statement covering Borrower’s the consolidated operations during of Parent and its Subsidiaries for such period, and aging of Borrower’s accounts receivable and accounts payable, all month certified by Borrower’s president, treasurer, controller or chief financial officer a Responsible Officer and in a form reasonably acceptable to Collateral Agent; (each, a “Responsible Officer”); (bii) as soon as available, but no later than forty-five (45) days after the last day of each quarter, a company prepared consolidated balance sheet, income statement and cash flow statement covering the consolidated operations of Parent and its Subsidiaries for such quarter certified by a Responsible Officer and in a form reasonably acceptable to Collateral Agent; provided that, with respect to any event within such company prepared consolidated balance sheet, income statement and cash flow statement delivered for the last fiscal quarter of Parent’s fiscal year, it is understood that such financial statements are unaudited and subject to change; (iii) as soon as available, but no later than ninety (90) days after the last day of Parent’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretion; provided that such unqualified opinion may include a going concern explanatory paragraph; (iv) as soon as available after approval thereof by Parent’s Board of Directors, but no later than thirty (30) days after the end last day of each of Parent’s fiscal years, Parent’s annual financial projections for the entire current fiscal year as approved by Parent’s Board of Directors, which such annual financial projections shall be set forth in a month-by-month format or quarter-by-quarter format (such annual financial projections as originally delivered to Collateral Agent and the Lenders are referred to herein as the “Annual Projections”; provided that, a Borrower prepared Consolidated cash flow statement covering Borrowerany revisions of the Annual Projections approved by Parent’s operations during Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such periodapproval); (v) within five (5) days of delivery, certified copies of all written statements, reports and notices made available to Parent’s security holders of any class of Parent’s securities or holders of Subordinated Debt, in such holders’ capacities as security holders or holders of Subordinated Debt; (vi) within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed by a Responsible Officer; the Parent with the Securities and Exchange Commission, (cvii) at promptly, together with the same time such is provided deliveries made in accordance with Section 6.2(a)(i) through (iii) above, notice of any amendments of or other changes to the lender providing the Indebtedness permitted pursuant Operating Documents of any Loan Party or any of its Subsidiaries, together with any copies reflecting such amendments or changes with respect thereto; (viii) prompt notice of any event that, to clause any Loan Party’s knowledge, could reasonably be expected to materially and adversely affect any material Intellectual Property of any Loan Party; (i) of the definition of “Permitted Indebtedness”, B▇▇▇▇▇▇▇’s borrowing base certificate (or similar document) calculating the principal amount of such Indebtedness available to be borrowed by B▇▇▇▇▇▇▇, (dix) as soon as available, but in any event within two hundred seventy (270) days after the end of Borrower’s fiscal year, audited Consolidated financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion (other no later than a “going concern” qualification resulting from the impending maturity of any Indebtedness) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; (e) as soon as available, but in any event within thirty (30) days after the end last day of Borrower’s fiscal year, B▇▇▇▇▇▇▇’s operating budget and plan for the next fiscal year, as approved by B▇▇▇▇▇▇▇’s board of directors; (f) within fifteen (15) days after the same are sent or receivedeach month, copies of all correspondence, reportsthe month-end account statements for each Collateral Account maintained by any Loan Party and its Subsidiaries which statements may be provided to Collateral Agent and each Lender by such Loan Party or directly from the applicable institution(s); and (x) other information as reasonably requested by Collateral Agent or any Lender. Notwithstanding the foregoing, documents and other filings by Borrower or required to be delivered pursuant to the terms hereof (to the extent any of its Subsidiaries with any Governmental Authority regarding the revocation, suspension, restriction, limitation or termination of any Healthcare Permit or that could such documents are included in materials otherwise reasonably be expected to have a Material Adverse Effect; and (f) 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: (i) at the time of filing of Borrower’s Form 10‑K filed with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10‑K; and (iiSEC) at the time of filing of B▇▇▇▇▇▇▇’s Form 10‑Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10‑Q; provided that, in each case, such financial statements may be delivered electronically or on B▇▇▇▇▇▇▇’s website and, and if so delivered, shall be deemed to have been delivered on the date of on which Borrower or Parent posts such documents, or provides a link thereto, on Borrower’s or Parent’s website on the filing. In additioninternet at its website address. (b) Together with the deliveries made in accordance with Section 6.2(a)(i) through (ii) above, Borrower shall deliver to each Lender Lender, a duly completed Compliance Certificate signed by a Responsible Officer. (Ac) promptly upon becoming availableKeep proper books of record and account in accordance with GAAP in all material respects (subject, copies in the case of unaudited financial statements, to normal year-end adjustments to reflect actual expenses incurred and merger consolidation adjustments and the absence of footnotes and provided further that such unaudited financial statements shall not include the non-cash impact of accounting for stock compensation or other non-cash equity items), in which full, true and correct entries shall be made of all statements, reports dealings and notices sent or made available generally by Borrower transactions in relation to its security holders business and (B) promptly after receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to result in damages or costs to Borrower of One Hundred Thousand Dollars ($100,000) or moreactivities.