Common use of Reports and Financial Statements Clause in Contracts

Reports and Financial Statements. GSE has previously furnished to Parent true and complete copies of (a) all annual reports filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1999, (b) GSE's quarterly and other reports filed with the Commission since December 31, 2002, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively, the "Reports"). The consolidated financial statements of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports filed with the Commission by GSE under the Exchange Act were, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will present, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed with the Commission all Reports required to be filed by GSE under the Exchange Act and the rules and regulations of the Commission. Each of the Reports has complied in all material respects with the Exchange Act or the Securities Act of 1933, as amended, as applicable.

Reports and Financial Statements. GSE has previously furnished to Parent true and complete copies of (a) CHC has filed all annual forms, reports and documents required to be filed with the Securities SEC since January 1, 2018 (all such required forms, reports and Exchange Commission (documents are referred to herein as the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"“CHC SEC Documents”), since December 31, 1999, (b) GSE's quarterly and other reports filed with all of which are available to Skyline through the Commission since December 31, 2002, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectivelySEC’s ▇▇▇▇▇ database. As of their respective dates, the "Reports"). The consolidated financial statements of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports filed with the Commission by GSE under the Exchange Act were, or will be, CHC SEC Documents: (i) were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will present, the consolidated financial position for GSE and its subsidiaries as requirements of the dates thereof Securities Act or the Exchange Act, as the case may be, and the consolidated results rules and regulations of their operations and changes in financial position for the periods then endedSEC thereunder applicable to such CHC SEC Documents; and the Reports (ii) did not and will not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required require to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. GSE has filed with the Commission all Reports The certifications and statements required to be filed by GSE (x) Rule 13a-14 under the Exchange Act and the rules and regulations (y) 18 U.S.C. §1350 (Section 906 of the Commission. Each ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the CHC SEC Documents are accurate and complete and comply as to form and content with all applicable legal requirements. (b) The audited consolidated financial statements of CHC as of December 31, 2019 and for the Reports has period January10, 2019 (inception) to December 31, 2019, and unaudited financial statements of CHC as of June 30 2020 and for the six-month period ended June 30, 2020, including the notes thereto (the “CHC Financial Statements”): (i) complied as to form in all material respects with the published rules and regulations of Regulation S-X promulgated by the SEC; (ii) were prepared in accordance with GAAP, applied on a consistent basis during the periods involved (except as may be indicated therein in the notes thereto); (iii) fairly present in all material respects the financial position of CHC as at the respective dates thereof and the results of its operations and cash flows for the respective periods then ended; and (iv) were compiled from, and are consistent with, the books and records of CHC, which books and records are accurate and complete in all material respects. (c) No member of the CHC Group is a party to, nor does it have any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among any member of the CHC Group, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Securities Act CHC Group in CHC’s financial statements. (d) No member of 1933, the CHC Group has outstanding (nor has arranged or modified since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) any “extensions of credit” (within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) to directors or executive officers (as amended, as applicabledefined in Rule 3b-7 under the Exchange Act) of any member of the CHC Group.

Reports and Financial Statements. GSE Axent has previously furnished or made available to Parent true Raptor complete and complete copies accurate copies, as amended or supplemented, of its (a) all annual reports filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1999, (b) GSE's quarterly and other reports filed with the Commission since December 31, 2002, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements Registration Statement on Form S-1 which was declared effective by the Commission SEC on April 23, 1996, and (b) all other reports filed by Axent under Sections 13, 14 or 15(d) of the Exchange Act with the SEC since December 31April 23, 1999 1996 (items (a)-(d) collectively, such reports are collectively referred to herein as the "Axent Reports"). The consolidated financial statements Axent Reports constitute all of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Qthe documents required to be filed by Axent under Sections 13, and any other reports filed with the Commission by GSE under 14 or 15(d) of the Exchange Act were, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will presentSEC. As of their respective dates, the consolidated financial position for GSE Axent Reports complied in all material respects with applicable SEC and its subsidiaries as of the dates thereof NASDAQ requirements and the consolidated results of their operations and changes in financial position for the periods then ended; and the Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed The audited financial statements and unaudited interim financial statements of Axent included in the Axent Reports (i) complied as to form in all material respects with the Commission all Reports required to be filed by GSE under the Exchange Act then applicable accounting requirements and the published rules and regulations of the Commission. Each SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of Axent as of the Reports has complied in all material respects respective dates thereof and for the periods referred to therein, and (iv) are consistent with the Exchange Act or the Securities Act books and records of 1933, as amended, as applicableAxent.

Reports and Financial Statements. GSE Buyer has previously furnished to Parent true and complete copies of (a) all annual reports filed with the Securities and Exchange Commission (the "Commission") pursuant or made available to the Securities Exchange Act of 1934Company complete and accurate copies, as amended or supplemented, of all reports filed by Buyer under Section 13(a) or 15(d) of the Exchange Act with the SEC since __________ (such reports are collectively referred to herein as the "Exchange Act"), since December 31, 1999, (b) GSE's quarterly and other reports filed with the Commission since December 31, 2002, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively, the "ReportsBUYER REPORTS"). The consolidated financial statements Buyer Reports constitute all of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports the documents required to be filed with the Commission by GSE Buyer under Section 13(a) or 15(d) of the Exchange Act were, or will be, prepared with the SEC since such date and complied at the time of filing in accordance all material respects with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will presentapplicable requirements of the Exchange Act. As of their respective dates, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Buyer Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed The audited financial statements and unaudited interim financial statements of Buyer included in the Buyer Reports: (a) comply as to form in all material respects with the Commission all Reports required to be filed by GSE under the Exchange Act applicable accounting requirements and the published rules and regulations of the Commission. Each SEC with respect thereto; (b) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of the Reports has complied in all material respects with the Exchange Act or the Securities Act of 1933quarterly financial statements, as amended, as applicable.permitted by Form

Reports and Financial Statements. GSE The Buyer has -------------------------------- previously furnished to Parent true the Company complete and complete copies accurate copies, as amended and supplemented, of its (a) all annual reports filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since Annual Report on Form 10-K for its fiscal year ended December 31, 1999, (b) GSE's quarterly and other reports Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2000, (c) final prospectus dated January 28, 2000 filed with the Commission since December 31, 2002, (cpursuant to Rule 424(b) all definitive proxy solicitation materials filed with of the Commission since December 31, 1999Securities Act, and (d) any registration statements declared effective all other reports filed by the Buyer under Section 13 of the Exchange Act with the Commission since December 31January 28, 1999 2000 (items (a)-(d) collectively, such reports are collectively referred to herein as the "Buyer Reports"). The consolidated financial statements Buyer Reports constitute all of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports the ------------- documents required to be filed with by the Commission by GSE Buyer under the Exchange Act werewith the Commission since January 28, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will present2000. As of their respective dates, the consolidated financial position for GSE and its subsidiaries as Buyer Reports (i) complied in all material respects with the applicable requirements of the dates thereof Securities Act and the consolidated results of their operations Exchange Act and changes in financial position for the periods then ended; and the Reports (ii) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed The audited financial statements and unaudited interim financial statements of the Buyer included in the Buyer Reports (i) comply as to form in all material respects with the Commission all Reports required to be filed by GSE under the Exchange Act applicable accounting requirements and the published rules and regulations of the Commission. Each Commission with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Reports has complied in all material respects Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the Exchange Act or books and records of the Securities Act of 1933, as amended, as applicableBuyer.

Reports and Financial Statements. GSE has previously furnished to Parent true and complete copies of (a) all annual reports Since January 1, 2001, Parent has filed with the Securities SEC all material forms, registration statements, prospectuses, reports, schedules and Exchange Commission documents (including all exhibits, post-effective amendments and supplements thereto) (the "CommissionParent SEC Documents") pursuant required to be filed by it under each of the Securities Act and the Exchange Act Act, all of 1934which, as amended if applicable, complied in all material respects as to form with all applicable requirements of the appropriate Act, SOX and the rules and regulations thereunder. As of their respective dates (taking into account any amendments or supplements filed prior to the "Exchange Act"date hereof), since December 31, 1999, (b) GSE's quarterly and other reports filed with the Commission since December 31, 2002, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively, the "Reports"). The consolidated financial statements of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports filed with the Commission by GSE under the Exchange Act were, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will present, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Reports Parent SEC Documents did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. GSE has filed . (b) The consolidated financial statements of Parent included in the Parent SEC Documents comply as to form, as of their respective dates of filing with the Commission SEC, in all Reports required to be filed by GSE under the Exchange Act material respects with applicable accounting requirements and the published rules and regulations of the Commission. Each SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or 8-K or the applicable rules of the Reports has complied SEC) applied on a consistent basis during the periods involved (except as may be indicated in all material respects with the Exchange Act or notes thereto) and fairly present the Securities Act consolidated financial position of 1933Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, as amendedin the case of unaudited statements, as applicableto normal year-end audit adjustments which are not material).

Reports and Financial Statements. GSE Parent has previously furnished to Parent NextPoint true and complete correct copies of (ai) its Prospectus dated August 12, 1999 filed pursuant to Rule 424(b) of the Securities Act; (ii) its Quarterly Report on Form 10-Q for the period ended September 30, 1999, (iii) its Quarterly Report on Form 10-Q for the period ended December 31, 1999, (iv) all annual other reports filed by it with the Securities and Exchange Commission (the "CommissionCOMMISSION") pursuant to under the Securities Exchange Act of 1934, as amended (the "Exchange ActEXCHANGE ACT")) since January 1, since December 31, 1999, 2000 and (bv) GSE's quarterly Parent hereby agrees to furnish to NextPoint true and other correct copies of all reports filed by it with the Commission since December 31, 2002, after the date hereof prior to the Closing all in the form (cincluding exhibits) all definitive proxy solicitation materials so filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively, the "ReportsREPORTS"). The consolidated financial statements As of GSE and its subsidiaries included their respective dates, the Reports complied in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports filed all material respects with the Commission by GSE under the Exchange Act were, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") then applicable published rules and fairly present, or will present, the consolidated financial position for GSE and its subsidiaries as regulations of the dates thereof Commission with respect thereto and the consolidated results of their operations and changes in financial position for the periods then ended; and the Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed The audited financial statements and unaudited interim financial statements of Parent included in the Reports (i) complied as to form in all material respects with the Commission all Reports required to be filed by GSE under the Exchange Act applicable accounting requirements and the published rules and regulations of the Commission. Each Commission with respect thereto when filed, (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes therein, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of Parent as of the Reports has complied in all material respects respective dates thereof and for the periods referred to therein, and (iv) are consistent with the Exchange Act or the Securities Act books and records of 1933, as amended, as applicableParent.

Reports and Financial Statements. GSE The Company has previously furnished to Parent true and complete copies of (a) all annual reports filed with the Securities and Exchange Commission (the "CommissionSEC") pursuant all forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be filed by it under each of the Securities Act of 1933 (the "Securities Act"), the Securities Exchange Act of 1934, as amended 1934 (the "Exchange Act")) and the respective rules and regulations thereunder, since December 31all of which, 1999as amended if applicable, (b) GSE's quarterly complied in all material respects with all applicable requirements of the appropriate act and other reports filed with the Commission since December 31, 2002, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, rules and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively, the "Reports")regulations thereunder. The consolidated financial statements Company has previously delivered to the Purchaser copies of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports filed with as well as the Commission by GSE under Form 10-K for the Exchange Act wereyear ended September 30, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will present2000. As of their respective dates, the consolidated financial position for GSE and its subsidiaries as of the dates thereof Form 10-Q and the consolidated results of their operations and changes in financial position for the periods then ended; and the Reports Form 10-K did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed The financial statements of the Company included in such reports (collectively the "Company's Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the Commission all Reports required to be filed by GSE under notes thereto) and fairly present the Exchange Act financial position of the Company as of the dates thereof and the rules results of operations and regulations changes in financial position for the periods then ended, subject, in the case of the Commission. Each of the Reports has complied in all material respects with the Exchange Act or the Securities Act of 1933unaudited interim financial statements, as amended, as applicableto normal year-end and audit adjustments and any other adjustments described therein.

Reports and Financial Statements. GSE The Buyer has previously furnished -------------------------------- to Parent true the Company complete and complete copies accurate copies, as amended or supplemented, of its (a) all annual reports Annual Report on Form 10-K for the fiscal year ended December 31, 1997, as filed with the Securities and Exchange Commission (the "CommissionSEC") pursuant to and (b) all other --- reports filed by the Securities Buyer under Section 13 of the Exchange Act of 1934, as amended (with the "Exchange Act"), SEC since December 31, 1999, 1997 (b) GSE's quarterly and other such reports filed with the Commission since December 31, 2002, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively, are collectively referred to herein as the "Buyer Reports"). The consolidated financial statements Buyer Reports constitute all of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports the documents required to ------------- be filed with by the Commission by GSE Buyer under Section 13 of the Exchange Act werewith the SEC since December 31, or will be1997. Except as set forth in Section 3.5 of the Disclosure Schedule, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will presentas of their respective dates, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Buyer Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed Except as set forth in Section 3.5 of the Disclosure Schedule, the audited financial statements and unaudited interim financial statements of the Buyer included in the Buyer Reports (i) comply as to form in all material respects with the Commission all Reports required to be filed by GSE under the Exchange Act applicable accounting requirements and the published rules and regulations of the Commission. Each SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Reports has complied in all material respects Buyer as of the respective dates thereof and for the periods referred to therein and (iv) are consistent with the Exchange Act or books and records of the Securities Act of 1933, as amended, as applicableBuyer.

Reports and Financial Statements. GSE Key has previously furnished to Parent the Seller and the Shareholders true and complete copies of the following (acollectively, the Key SEC Documents: (i) all Keys annual reports report filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), since December 31for Keys fiscal year ended June 30, 1999, 1997; (bii) GSE's Keys quarterly and other reports filed with the Commission since December 31June 30, 2002, 1997; (ciii) all definitive proxy solicitation materials filed with the Commission since December 31June 30, 1999, and 1997; (div) any registration statements (other than those relating to employee benefit plans) declared effective by the Commission since December 31June 30, 1999 1997; and (items (a)-(dv) collectivelyKeys Private Offering Memorandum dated September 18, 1997, relating to the "Reports")5% Convertible Subordinated Notes due 2004. The consolidated financial statements of GSE Key and its consolidated subsidiaries included in GSE's Keys most recent annual report on Form 10-K and most recent report quarterly reports on Form 10-Q, and any other reports filed with the Commission by GSE under the Exchange Act were, or will be, Q were prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as noted therein) during the periods involved ("GAAP") and fairly present, or will present, present the consolidated financial position for GSE of Key and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Reports Key SEC Documents did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. GSE has filed with the Commission all Reports required to be filed by GSE under the Exchange Act and the rules and regulations misleading as of the Commissiondate of such documents or such other date specified therein. Each Key further represents that there has been no material adverse change in the consolidated financial condition of the Reports has complied in all material respects with the Exchange Act or the Securities Act of 1933Key since September 30, as amended, as applicable1997.

Reports and Financial Statements. GSE Key has previously furnished to Parent the Seller and Shareholder true and complete copies of the following (acollectively, the Key SEC Documents: (i) all Keys annual reports report filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), since December 31for Keys fiscal year ended June 30, 1999, 1997; (bii) GSE's Keys quarterly and other reports filed with the Commission since December 31June 30, 2002, 1997; (ciii) all definitive proxy solicitation materials filed with the Commission since December 31June 30, 1999, and 1997; (div) any registration statements (other than those relating to employee benefit plans) declared effective by the Commission since December 31June 30, 1999 1997; (items (a)-(dv) collectivelyKeys Private Offering Memorandum dated September 18, 1997, relating to the "Reports")5% Convertible Subordinated Notes due 2004. The consolidated financial statements of GSE Key and its consolidated subsidiaries included in GSE's Keys most recent annual report on Form 10-K and most recent report quarterly reports on Form 10-Q, and any other reports filed with the Commission by GSE under the Exchange Act were, or will be, Q were prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as noted therein) during the periods involved ("GAAP") and fairly present, or will present, present the consolidated financial position for GSE of Key and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Reports Key SEC Documents did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. GSE has filed with the Commission all Reports required to be filed by GSE under the Exchange Act and the rules and regulations misleading as of the Commissiondate of such documents or such other date specified therein. Each Key further represents that there has been no material adverse change in the consolidated financial condition of the Reports has complied in all material respects with the Exchange Act or the Securities Act of 1933Key since September 30, as amended, as applicable1997.

Reports and Financial Statements. GSE has previously furnished to Parent true Complete and complete copies accurate copies, as amended or supplemented, of the Buyer’s (a) all annual reports Annual Report on Form 10-K for the fiscal year ended December 31, 2003, as filed with the Securities and Exchange Commission (the "Commission"“SEC”), and (b) pursuant to all other reports filed by the Securities Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act of 1934, as amended (with the "Exchange Act"), SEC since December 31, 1999, 2003 (bsuch reports are collectively referred to herein as the “Buyer Reports”) GSE's quarterly and other reports are available on the web site maintained by the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. The Buyer Reports constitute all of the documents required to be filed by the Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the Commission since SEC from December 31, 2002, (c) 2003 through the date of this Agreement. The Buyer Reports complied in all definitive proxy solicitation materials filed material respects with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively, the "Reports"). The consolidated financial statements requirements of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports filed with the Commission by GSE under the Exchange Act were, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during and the periods involved ("GAAP") rules and fairly present, or will presentregulations thereunder when filed. As of their respective dates, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Buyer Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed The audited financial statements and unaudited interim financial statements of the Buyer included in the Buyer Reports (i) complied as to form in all material respects with the Commission all Reports required to be filed by GSE under the Exchange Act applicable accounting requirements and the published rules and regulations of the Commission. Each SEC with respect thereto when filed, (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Reports has complied in all material respects Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the Exchange Act or books and records of the Securities Act of 1933, as amended, as applicableBuyer.

Reports and Financial Statements. GSE The Company has previously furnished to Parent true the Purchaser complete and complete copies accurate copies, as amended or supplemented, of its (a) all annual reports Annual Report on Form 10-K for the fiscal years ended March 31, 1994, 1995 and 1996, as filed with the Securities and Exchange Commission (the "CommissionSEC"), and (b) pursuant to all other reports filed by the Company under Section 13 and Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the SEC since December March 31, 1999, 1996 (b) GSE's quarterly and other such reports filed with the Commission since December 31, 2002, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively, are collectively referred to herein as the "Company Reports"). The consolidated financial statements Company Reports constitute all of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports the documents required to be filed with by the Commission by GSE Company under Section 13 of the Exchange Act werewith the SEC since March 31, or will be1996. Each Company Report, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will present, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Reports its respective date, did not and will not contain any untrue statement of a material fact or and did not omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed The audited financial statements and unaudited interim financial statements of the Company included in the Company Reports (i) comply as to form in all material respects with the Commission all Reports required to be filed by GSE under the Exchange Act applicable accounting requirements and the published rules and regulations of the Commission. Each SEC with respect thereto, (ii) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Reports has complied in all material respects Company as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the Exchange Act or books and records of the Securities Act of 1933, as amended, as applicableCompany.

Reports and Financial Statements. GSE The Buyer has previously furnished to Parent true the Seller complete and complete copies accurate copies, as amended or supplemented, of its (a) all annual reports Annual Report on Form 10-K for the fiscal year ended December 31, 1996, as filed with the Securities and Exchange Commission (the "Commission"), and (b) pursuant to all other reports filed by the Buyer under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1999, (b) GSE's quarterly and other reports filed with the Commission since December 31, 2002, 1996 (c) such reports are collectively referred to herein as the "Buyer Reports"). The Buyer Reports constitute all definitive proxy solicitation materials of the documents required to be filed by the Buyer under Section 13 of the Exchange Act with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively1996. As of their respective dates, the "Reports"). The consolidated financial statements of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports filed with the Commission by GSE under the Exchange Act were, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will present, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Buyer Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed The audited financial statements and unaudited interim financial statements of the Buyer included in the Buyer Reports (i) comply as to form in all material respects with the Commission all Reports required to be filed by GSE under the Exchange Act applicable accounting requirements and the published rules and regulations of the Commission. Each Commission with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Reports has complied in all material respects Buyer as of the respective dates thereof and for the periods referred to therein and (iv) are consistent with the Exchange Act or books and records of the Securities Act of 1933, as amended, as applicableBuyer.

Reports and Financial Statements. GSE has previously furnished to Parent true and complete copies of (a) CHC has filed all annual forms, reports and documents required to be filed with the Securities SEC since January 1, 2018 (all such required forms, reports and Exchange Commission (documents are referred to herein as the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"“CHC SEC Documents”), since December 31, 1999, (b) GSE's quarterly and other reports filed with all of which are available to SKS through the Commission since December 31, 2002, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectivelySEC’s ▇▇▇▇▇ database. As of their respective dates, the "Reports"). The consolidated financial statements of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports filed with the Commission by GSE under the Exchange Act were, or will be, CHC SEC Documents: (i) were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will present, the consolidated financial position for GSE and its subsidiaries as requirements of the dates thereof Securities Act or the Exchange Act, as the case may be, and the consolidated results rules and regulations of their operations and changes in financial position for the periods then endedSEC thereunder applicable to such CHC SEC Documents; and the Reports (ii) did not and will not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required require to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. GSE has filed with the Commission all Reports The certifications and statements required to be filed by GSE (x) Rule 13a-14 under the Exchange Act and the rules and regulations (y) 18 U.S.C. §1350 (Section 906 of the Commission. Each ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the CHC SEC Documents are accurate and complete and comply as to form and content with all applicable legal requirements. (b) The audited consolidated financial statements of CHC as of and for the Reports has period January 10, 2019 (inception) to December 31, 2019, and the unaudited financial statements of CHC as of and for the nine-month period ended September 30, 2020, including the notes thereto (the “CHC Financial Statements”): (i) complied as to form in all material respects with the published rules and regulations of Regulation S-X promulgated by the SEC; (ii) were prepared in accordance with GAAP, applied on a consistent basis during the periods involved (except as may be indicated therein in the notes thereto); (iii) fairly present in all material respects the financial position of CHC as at the respective dates thereof and the results of its operations and cash flows for the respective periods then ended; and (iv) were compiled from, and are consistent with, the books and records of CHC, which books and records are accurate and complete in all material respects. (c) No member of the CHC Group is a party to, nor does it have any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among any member of the CHC Group, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Securities Act CHC Group in CHC’s financial statements. (d) No member of 1933, the CHC Group has outstanding (nor has arranged or modified since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) any “extensions of credit” (within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) to directors or executive officers (as amended, as applicabledefined in Rule 3b-7 under the Exchange Act) of any member of the CHC Group.

Reports and Financial Statements. GSE Exten has previously furnished delivered to Parent true Multi-Cell, the Trust and complete the Shareholder copies of its (a) all annual reports filed with Form 10-KSB for the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934fiscal year ending November 30, as amended (the "Exchange Act"), since December 31, 19992000, (b) GSE's quarterly Form 10-QSB for the quarter ended May 31, 2001 and (c) all other reports or registration statements filed by Exten with the Commission since November 30, 2000, (such reports and other filings, together with any amendments or supplements thereto, are collectively referred to herein as the "Exten Reports"). Since November 30, 2000, Exten has filed all forms, reports and documents with the Commission required to be filed by it pursuant to the federal securities laws and Commission rules and regulations promulgated thereunder, and all such forms, reports and documents, as amended, filed with the Commission since December 31, 2002, (c) have complied in all definitive proxy solicitation materials filed material respects with all applicable provisions of the federal securities laws and the Commission since December 31, 1999, rules and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectivelyregulations promulgated thereunder. As of their respective dates, the "Reports"). The consolidated financial statements of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports filed with the Commission by GSE under the Exchange Act were, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will present, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Exten Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed The audited financial statements and unaudited interim financial statements of Exten included in the Exten Reports (together, the "Exten Financial Statements") have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the Commission all Reports required to be filed by GSE under notes thereto) and fairly and accurately present the Exchange Act consolidated financial position of Exten and its subsidiaries as of the dates thereof and the rules consolidated results of operations and regulations of changes in financial position for the Commission. Each of the Reports has complied in all material respects with the Exchange Act or the Securities Act of 1933, as amended, as applicableperiods then ended.

Reports and Financial Statements. GSE Since January 1, 1996, except where failure to have done so did not and would not have a Material Adverse Effect on Republic, Republic has previously furnished filed all reports, registrations and statements, together with any required amendments thereto, that it was required to Parent true and complete copies of (a) all annual reports filed file with the Securities SEC, including, but not limited to Forms 10-K, Forms 10-Q, Forms 8-K and Exchange Commission proxy statements (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1999, (b) GSE's quarterly and other reports filed with the Commission since December 31, 2002, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively, the "Republic Reports"). The consolidated financial statements Republic has previously furnished or made available to the Acquired Entities and the Principals copies of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports all Republic Reports filed with the Commission by GSE under SEC since January 1, 1996. As of their respective dates (but taking into account any amendments filed prior to the Exchange Act were, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will presentdate of this Agreement), the consolidated financial position for GSE Republic Reports complied in all material respects with all the rules and its subsidiaries as of regulations promulgated by the dates thereof SEC and the consolidated results of their operations and changes in financial position for the periods then ended; and the Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed The financial statements of Republic included in the Republic Reports comply as to form in all material respects with the Commission all Reports required to be filed by GSE under the Exchange Act applicable accounting requirements and the published rules and regulations of the Commission. Each SEC with respect thereto, have been prepared in accordance with GAAP consistently applied during the periods presented (except, as noted therein, or, in the case of the Reports has complied in all material respects with the Exchange Act or the Securities Act of 1933unaudited statements, as amendedpermitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited statements, to normal audit adjustments) the financial position of Republic and its consolidated subsidiaries as applicableof the date thereof and the results of their operations and their cash flows for the periods then ended.

Reports and Financial Statements. GSE The Buyer has previously furnished or made available to Parent true the Company complete and complete copies accurate copies, as amended or supplemented, of all reports filed by the Buyer under Section 13 or subsections (a) all annual reports filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1999, (b) GSE's quarterly and other reports filed with the Commission since December 31, 2002, or (c) all definitive proxy solicitation materials filed of Section 14 of the Exchange Act with the Commission since December 31, 1999, and SEC (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively, such reports are collectively referred to herein as the "Buyer Reports"). The consolidated financial statements Buyer Reports constitute all of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports the documents required to be filed with by the Commission by GSE Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act were, or will be, prepared with the SEC through the date of this Agreement. The Buyer Reports complied in accordance all material respects with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") requirements of the Exchange Act and fairly present, or will presentthe rules and regulations thereunder when filed. As of their respective dates, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Buyer Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed The unaudited interim financial statements of the Buyer included in the Buyer Reports (i) complied as to form in all material respects with the Commission all Reports required to be filed by GSE under the Exchange Act applicable accounting requirements and the published rules and regulations of the Commission. Each SEC with respect thereto when filed, (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Reports has complied in all material respects Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the Exchange Act or books and records of the Securities Act of 1933, as amended, as applicableBuyer.

Reports and Financial Statements. GSE The Buyer has previously furnished to Parent true the Seller complete and complete copies accurate copies, as amended or supplemented, of its (a) all annual reports Annual Report on Form 10-K for the fiscal year ended December 31, 1996, as filed with the Securities and Exchange Commission ("SEC"), and (b) all other reports filed by the "Commission") pursuant to Buyer under the Securities and Exchange Act of 1934Act, as amended 1934 (the "Exchange Act"), ) with the SEC since December 31, 1999, 1996 (b) GSE's quarterly and other such reports filed with the Commission since December 31, 2002, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively, are collectively referred to herein as the "Buyer Reports"). The consolidated financial statements Buyer Reports constitute all of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports the documents required to be filed with by the Commission by GSE Buyer under Section 13 of the Exchange Act werewith the SEC since December 31, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will present1996. As of their respective dates, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Buyer Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed The audited financial statements and unaudited interim financial statements of the Buyer included in the Buyer Reports (i) comply as to form in all material respects with the Commission all Reports required to be filed by GSE under the Exchange Act applicable accounting requirements and the published rules and regulations of the Commission. Each SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) and (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Reports has complied Buyer as of the respective dates thereof and for the periods referred to therein (subject, in all material respects with the Exchange Act or the Securities Act case of 1933unaudited statements, as amended, as applicableto normal recurring year-end adjustments).

Reports and Financial Statements. GSE has previously furnished to Parent true and complete copies of (a) The Company has filed or furnished all annual reports forms, documents, statements, reports, exhibits and other documents required to be filed or furnished by it with the Securities and Exchange Commission (the "Commission"“SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1999, 2004 (b) GSE's quarterly and other reports filed with the Commission since December 31, 2002, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively, the "Reports"“Company SEC Documents”). The consolidated financial statements As of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Qtheir respective dates, and any other reports filed with the Commission by GSE under the Exchange Act wereor, or will beif amended, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will present, the consolidated financial position for GSE and its subsidiaries as of the dates thereof date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended, and the consolidated results of their operations and changes in financial position for Exchange Act, as the periods then ended; case may be, and the Reports did not applicable rules and will not contain regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. GSE has filed with the Commission . (b) The consolidated financial statements (including all Reports required to be filed by GSE under the Exchange Act related notes and the rules and regulations schedules) of the Commission. Each of Company included in the Reports has complied Company SEC Documents fairly present in all material respects with the Exchange Act or consolidated financial position of the Securities Act of 1933Company and its consolidated Subsidiaries, as amendedat the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as applicablepermitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. GSE The Buyer has previously furnished to Parent true and complete copies of (a) all annual reports filed with the Securities and Exchange Commission (the "Commission") pursuant or made available to the Securities Exchange Act of 1934Company complete and accurate copies, as amended or supplemented, of all reports filed by the Buyer under Section 13 of the Exchange Act with the SEC since the Buyer's initial public offering on February 6, 1998 (such reports are collectively referred to herein as the "Exchange Act"), since December 31, 1999, (b) GSE's quarterly and other reports filed with the Commission since December 31, 2002, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively, the "Buyer Reports"). The consolidated financial statements Buyer Reports constitute all of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports the documents required to be filed with by the Commission by GSE Buyer under Section 13 of the Exchange Act were, or will be, prepared with the SEC since such date and complied at the time of filing in accordance all material respects with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will presentapplicable requirements of the Exchange Act. As of their respective dates, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Buyer Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed The audited financial statements and unaudited interim financial statements of the Buyer included in the Buyer Reports: (a) comply as to form in all material respects with the Commission all Reports required to be filed by GSE under the Exchange Act applicable accounting requirements and the published rules and regulations of the Commission. Each SEC with respect thereto; (b) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act); (c) fairly present the consolidated financial condition, results of operations and cash flows of the Reports has complied in all material respects Buyer as of the respective dates thereof and for the periods referred to therein; and (d) are consistent with the Exchange Act or books and records of the Securities Act of 1933, as amended, as applicableBuyer.

Reports and Financial Statements. GSE Key has previously furnished to Parent the Shareholder true and complete copies of (ai) all Key's annual reports report filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities and Exchange Act of 1934, as amended 1934 (the "Exchange Act")) for Key's fiscal year ended June 30, since December 31, 1999, 1996; (bii) GSEKey's quarterly and other reports filed with the Commission since December 31Key's fiscal year ended June 30, 2002, 1996; (ciii) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and 1995; (div) any registration statements (other than those relating to employee benefit plans) declared effective by the Commission since December 3130, 1999 1995; and (v) Key's Private Offering Memorandum dated June 28, 1996, relating to the Convertible Debentures. All of the foregoing items are listed on Schedule 3.1.4 (a)-(d) collectively, the "ReportsKey SEC Documents"). The consolidated financial statements of GSE Key and its consolidated subsidiaries included in GSEKey's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports filed with the Commission by GSE under the Exchange Act were, or will be, Q were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will present, present the consolidated financial position for GSE of Key and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Reports Key SEC Documents did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were madewere, made not misleading. GSE Since June 30, 1994, Key has filed with the Commission all Reports material reports, registration statements and other material filings required to be filed by GSE with the Commission under the Exchange Act and the rules and regulations of the Commission. Each of the Reports has complied in all material respects with the Exchange Act or the Securities Act of 1933, as amended, as applicable.

Reports and Financial Statements. GSE Buyer has previously furnished or made available to Parent true Company complete and complete copies accurate copies, as amended or supplemented, of its (a) all annual reports Annual Report on Form 10-K for the fiscal year ended December 31, 1999, as filed with the Securities and Exchange Commission (the "CommissionSEC"), and (b) pursuant to all other reports filed by Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Securities Exchange Act of 1934, as amended 1934 (the "Exchange Act"), since December 31, 1999, (b) GSE's quarterly and other reports filed with the Commission SEC since December 31, 2002, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31June 30, 1999 (items (a)-(d) collectively, such reports are collectively referred to herein as the "Buyer Reports"). The consolidated financial statements Buyer Reports constitute all of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports the documents required to be filed with the Commission by GSE Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act werewith the SEC from June 30, or will be, prepared 1999 through the date of this Agreement. Buyer Reports complied in accordance all material respects with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will present, the consolidated financial position for GSE and its subsidiaries as requirements of the dates thereof Exchange Act and the consolidated results rules and regulations thereunder when filed. As of their operations and changes in financial position for the periods then ended; and the respective dates, Buyer Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed The audited financial statements and unaudited interim financial statements of Buyer included in Buyer Reports (i) complied as to form in all material respects with the Commission all Reports required to be filed by GSE under the Exchange Act applicable accounting requirements and the published rules and regulations of the Commission. Each SEC with respect thereto when filed, (ii were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of Buyer as of the Reports has complied in all material respects respective dates thereof and for the periods referred to therein, and (iv) are consistent with the Exchange Act or the Securities Act books and records of 1933, as amended, as applicableBuyer.

Reports and Financial Statements. GSE has previously furnished to Parent true and complete copies Each of (a) all the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003, June 30, 2003 and September 30, 2003, (b) the Company's Annual Report on Form 10-K for the year ended December 31, 2002, (c) the definitive proxy statement for the Company's 2003 annual reports meeting of stockholders and (d) any Current Reports on Form 8-K filed with the Securities and Exchange Commission by the Company since January 1, 2003 (as such documents have since the time of their filing been amended or supplemented, the "CommissionSEC Reports") pursuant to (i) was timely filed and complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1999, (b) GSE's quarterly and other reports filed with the Commission since December 31, 2002, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (dii) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively, the "Reports"). The consolidated financial statements of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports filed with the Commission by GSE under the Exchange Act were, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will present, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case, at the time of filing (or the time of subsequent amendment or supplement, in the case of any SEC Reports that have been subsequently amended or supplemented). GSE has filed with The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the Commission all notes, if any, thereto) included in the SEC Reports required to be filed by GSE under the Exchange Act and the rules and regulations of the Commission. Each of the Reports has complied in all material respects with the Exchange Act published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the Securities Act notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of 1933the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to year-end audit adjustments and the absence of notes thereto) the consolidated financial position of the Company as amended, as applicableat the respective dates thereof and the consolidated results of its operations and cash flow for the respective periods then ended.

Reports and Financial Statements. GSE The Buyer has previously furnished to Parent true the Company complete and complete copies accurate copies, as amended or supplemented, of its (a) all annual reports Annual Report on Form 10-K for the fiscal year ended December 31, 1995, as filed with the Securities SEC, and Exchange Commission (b) all other reports or statements filed by the "Commission") pursuant to Buyer under Section 13 or 14 of the Securities Exchange Act of 1934, as amended (with the "Exchange Act"), SEC since December 31, 1999, 1995 (b) GSE's quarterly and other such reports filed with the Commission since December 31, 2002, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively, are collectively referred to in this Agreement as the "Buyer Reports"). The consolidated financial statements Buyer Reports constitute all of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports the documents required to be filed with by the Commission by GSE Buyer under Section 13 or 14 of the Exchange Act werewith the SEC since December 31, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will present1995. As of their respective dates, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Buyer Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed The audited financial statements and unaudited interim financial statements of the Buyer included in the Buyer Reports (i) comply as to form in all material respects with the Commission all Reports required to be filed by GSE under the Exchange Act applicable accounting requirements and the published rules and regulations of the Commission. Each SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Reports has complied in all material respects Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the Exchange Act or books and records of the Securities Act of 1933, as amended, as applicableBuyer.

Reports and Financial Statements. GSE The Buyer has previously furnished or made available to Parent true the Company complete and complete copies accurate copies, as amended or supplemented, of its (a) all annual reports Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange ActSEC"), and (b) all other reports filed by the Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC since December 31, 19992000 (such reports, (b) GSE's quarterly and other reports filed with the Commission since December 31as amended or supplemented from time to time, 2002, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively, are collectively referred to herein as the "Buyer Reports"). The consolidated financial statements Buyer Reports constitute all of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports the documents required to be filed with by the Commission by GSE Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act werewith the SEC from December 31, or will be, prepared 2000 through the date of this Agreement. The Buyer Reports complied in accordance all material respects with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") requirements of the Exchange Act and fairly present, or will presentthe rules and regulations thereunder when filed. As of their respective dates, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Buyer Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed The audited financial statements and unaudited interim financial statements of the Buyer included in the Buyer Reports (i) complied as to form in all material respects with the Commission all Reports required to be filed by GSE under the Exchange Act applicable accounting requirements and the published rules and regulations of the Commission. Each SEC with respect thereto when filed, (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Reports has complied in all material respects Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the Exchange Act or books and records of the Securities Act of 1933, as amended, as applicableBuyer.

Reports and Financial Statements. GSE The Company has previously -------------------------------- furnished to Parent true Investor complete and complete copies accurate copies, as amended or supplemented, of its (ai) all annual reports Quarterly Report on Form 10-QSB for the fiscal quarter ended ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) Annual Report on Form 10-KSB for the fiscal year ended December 31, 1997, each as filed with the Securities Commission, and Exchange Commission (the "Commission"iii) pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1999, (b) GSE's quarterly and all other reports filed by the Company under Section 13 of the Exchange Act with the Commission since March 31, 1998 (such reports are collectively referred to herein as the "Company ------- Reports"). The Company Reports include all of the documents required to be ------- filed by the Company under the Exchange Act with the Commission since December 31, 2002, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively1997. As of their respective dates, the "Reports"). The consolidated financial statements of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports filed with the Commission by GSE under the Exchange Act were, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will present, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Company Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed The audited financial statements and unaudited interim financial statements of the Company included in the Company Reports (i) comply as to form in all material respects with the Commission all Reports required to be filed by GSE under the Exchange Act applicable accounting requirements and the published rules and regulations of the Commission. Each Commission with respect thereto, (ii) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-QSB under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Reports has complied in all material respects Company as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the Exchange Act or books and records of the Securities Act of 1933, as amended, as applicableCompany.

Reports and Financial Statements. GSE has previously furnished Prior to Parent the closing, Rainwire shall complete, file and make available to Oasis (including through the SEC's EDGAR system) true and complete copies of of: (a) all annual reports Rainwire's Annual Repo▇▇ ▇▇ Form 10-KSB filed with the Securities and Exchange Commission (SEC for the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since fiscal year ending December 31, 1999, 2000; (b) GSERainwire's quarterly and other reports Quarterly Report on Form 10-QSB filed with the Commission since December SEC for the quarter ended March 31, 20022001, (c) all definitive proxy solicitation materials Rainwire's Quarterly Report on Form 10-QSB filed with the Commission since December 31SEC for the quarter ended June 30, 1999, 2001 (individually a "SEC Report" and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively, the "SEC Reports"). The To the best of Rainwire's knowledge, the audited consolidated financial statements of GSE and its subsidiaries unaudited consolidated interim financial statements included in GSE's most recent report on Form 10-K Rainwire SEC Reports (including any related notes and most recent report on Form 10-Qschedules) complied as to form, and any other reports filed as of their respective dates of filing with the Commission by GSE under SEC, in all material respects with all applicable accounting requirements and the Exchange Act werepublished rules and regulations of the SEC with respect thereto, or will be, were prepared in accordance with generally accepted accounting principles GAAP consistently applied on a consistent basis during the periods involved ("except as otherwise disclosed in the notes thereto, and except that unaudited statements do not contain footnotes in substance or form required by GAAP", as is permitted by Form 10-QSB of the Exchange Act) and fairly present, or will present, presented the consolidated financial position for GSE of Rainwire and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position cash flows for the periods then ended; and the Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light as of the circumstances under which they were madedates then ended (subject, not misleading. GSE has filed with the Commission all Reports required where appropriate, to be filed by GSE under the Exchange Act and the rules and regulations of the Commission. Each of the Reports has complied in all material respects with the Exchange Act or the Securities Act of 1933, as amended, as applicablenormal year-end adjustments).

Reports and Financial Statements. GSE The Parent has previously furnished to Parent the Company true and complete copies of (a) all annual reports filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934copies, as amended (the "Exchange Act"), since December 31, 1999or supplemented, (bi) GSE's quarterly and other reports filed with the Commission since December 31, 2002, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively, the "Reports"). The consolidated financial statements of GSE and its subsidiaries included in GSE's most recent report Annual Report on Form 10-K and most recent report on Form 10-Qfor the fiscal year ended March 28, and any other reports 1999, as filed with the Commission SEC, (ii) its Proxy Statement relating to its Annual Meeting of Shareholders held on September 13, 1999 and (iii) all other reports or registration statements, other than Registration Statements on Form S-8, filed by GSE under the Exchange Act wereParent with the SEC since March 28, 1999 (such reports, registration statements and other filings, together with any amendments or will besupplements thereto, prepared in accordance with generally accepted accounting principles applied on a consistent basis during are collectively referred to herein as the periods involved ("GAAPParent Reports") and fairly present, or will present). As of their respective dates, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Parent Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. GSE has filed The audited financial statements and unaudited interim financial statements of the Parent included in the Parent Reports have been prepared in accordance with GAAP applied on a consistent basis throughout the Commission all Reports required to periods covered thereby (except as may be filed indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by GSE Form 10-Q under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) and fairly present the rules consolidated financial condition, results of operations and regulations cash flows of the Commission. Each Parent as of the Reports has complied in all material respects with respective dates thereof and for the Exchange Act periods referred to therein, except that the unaudited interim financial statements were or the Securities Act of 1933, as amended, as applicableare not subject to normal recurring year-end adjustments.

Reports and Financial Statements. GSE The Buyer has previously furnished or made available to Parent true AEI complete and complete copies accurate copies, as amended or supplemented, of its (a) all annual reports Annual Report on Form 10-K for the fiscal year ended April 30, 1999, as filed with the Securities SEC, and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1999, (b) GSE's quarterly and all other reports filed by it under Section 13 of the Exchange Act with the Commission SEC since December 31, 2002, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31April 30, 1999 (items (a)-(d) collectively, such reports are collectively referred to herein as the "Buyer Reports"). The consolidated financial statements Buyer Reports constitute all of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports the documents required to be filed with the Commission by GSE it under Section 13 of the Exchange Act werewith the SEC since April 30, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will present1999. As of their respective dates, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Buyer Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed The audited financial statements and unaudited interim financial statements of the Buyer included in the Buyer Reports (i) comply as to form in all material respects with the Commission all Reports required to be filed by GSE under the Exchange Act applicable accounting requirements and the published rules and regulations of the Commission. Each SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Reports has complied in all material respects Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the Exchange Act or books and records of the Securities Act of 1933, as amended, as applicableBuyer.

Reports and Financial Statements. GSE has previously furnished to Parent true and complete copies Each of (a) all annual reports filed with the Securities and Exchange Commission (Company' s quarterly report[s] on Form 10-Q for the "Commission") pursuant to the Securities Exchange Act of 1934quarter ended ▇▇▇▇▇ ▇▇, as amended (the "Exchange Act"), since December 31, 1999▇▇▇▇, (b▇) GSE's quarterly and other reports filed with the Commission since December 31, 2002, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively, the "Reports"). The consolidated financial statements of GSE and its subsidiaries included in GSE's most recent Company' s annual report on Form 10-K K/A1 for the year ended December 31, 2007, and most recent report (c) any current reports on Form 108-Q, and any other reports K filed with the Commission SEC by GSE under the Exchange Act wereCompany since January 1, 2008 (as such documents have since the time of their filing been amended or will besupplemented, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAPSEC Reports") and fairly present, or will present, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case, at the time of filing (or the time of subsequent amendment or supplement, in the case of any SEC Reports that have been subsequently amended or supplemented). GSE has filed with The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the Commission all notes, if any, thereto) included in the SEC Reports required to be filed by GSE under the Exchange Act and the rules and regulations of the Commission. Each of the Reports has complied in all material respects with the Exchange Act published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the Securities Act notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (subject, in the case of 1933the unaudited interim financial statements, to year end audit adjustments and the absence of notes thereto) the consolidated financial position of the Company as amended, as applicableat the respective dates thereof and the consolidated results of its operations and cash flow for the respective periods then ended.

Reports and Financial Statements. GSE Since January 1, 1996, Telescan has previously furnished to Parent true and complete copies of (a) all annual reports filed with the SEC all material forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be filed by it under each of the Securities and Exchange Commission (the "Commission") pursuant to Act of 1933, as amended, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1999, (b) GSE's quarterly and other reports filed with the Commission since December 31, 2002, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999amended, and the respective rules and regulations thereunder (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively, the "Telescan SEC Reports"), all of which complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. The consolidated financial statements Telescan has previously made available or delivered to MicroCap all of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Qsuch Telescan SEC Reports. As of their respective dates, and any other reports filed with to the Commission by GSE under the Exchange Act were, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will presentknowledge of Telescan, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Reports Telescan SEC Reports, did not and will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. GSE has filed The audited consolidated financial statements and unaudited interim consolidated financial statements of Telescan included in such Telescan SEC Reports have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the Commission all Reports required to be filed by GSE under the Exchange Act notes thereto) and the rules and regulations of the Commission. Each of the Reports has complied fairly present in all material respects with the Exchange Act or consolidated financial position of Telescan and its Subsidiaries as of the Securities Act dates thereof and the consolidated results of 1933their operations and cash flows for the periods then ended, as amendedsubject, as applicablein the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein.

Reports and Financial Statements. GSE The Buyer has previously furnished or made available to Parent true CMGI and Adsmart complete copies of and accurate copies, as amended or supplemented, and all reports filed by the Buyer under Section 13 or subsections (a) all annual reports filed or (c) of Section 14 of the Exchange Act with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1999, (b) GSE's quarterly and other reports filed with the Commission since December 31, 2002, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively, the "Buyer Reports"). The consolidated financial statements Buyer Reports constitute all of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports the documents required to be filed with by the Commission by GSE Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act were, or will be, prepared with the SEC through the date of this Agreement. The Buyer Reports complied as to form in accordance all material respects with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") requirements of the Exchange Act and fairly present, or will presentthe rules and regulations thereunder when filed. As of their respective dates, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Buyer Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed The audited financial statements (if any) and unaudited interim financial statements of the Buyer included in the Buyer Reports (i) complied as to form in all material respects with the Commission all Reports required to be filed by GSE under the Exchange Act applicable accounting requirements and the published rules and regulations of the Commission. Each SEC with respect thereto when filed, (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Reports has complied in all material respects Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the Exchange Act or books and records of the Securities Act of 1933, as amended, as applicableBuyer.

Reports and Financial Statements. GSE Since March 31, 1995, Parent has previously furnished filed all reports (collectively, the "SEC REPORTS") required to Parent true and complete copies of (a) all annual reports be filed with the Securities and Exchange Commission (the "CommissionSEC") pursuant to the Securities Act and the Exchange Act. The SEC Reports, as of their respective dates, complied in all material respects with the applicable requirements of the Securities Act of 1933 and the Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1999, (b) GSE's quarterly and other reports filed with the Commission since December 31, 2002, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999case may be, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively, the "Reports"). The consolidated financial statements none of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports filed with the Commission by GSE under the Exchange Act were, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will present, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the such SEC Reports did not and will not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed The financial statements of Parent included in the SEC Reports have been prepared in accordance with generally accepted accounting principles consistently applied throughout the Commission all Reports required periods indicated (except as otherwise noted therein or, in the case of unaudited statements, as permitted by applicable law) and fairly present (subject, in the case of unaudited statements, to be filed by GSE under the Exchange Act normal, recurring year-end adjustments and the rules and regulations of the Commission. Each of the Reports has complied any other adjustments described therein) in all material respects with the Exchange Act consolidated financial position of Parent and its consolidated subsidiaries as at the dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods then ended. Since the date of Parent's last report on Form 10-Q, there has not been any fact, event, circumstance or change affecting or relating to the Securities Act Parent or any of 1933, as amended, as applicableits subsidiaries which has had or is reasonably likely to have a Parent Material Adverse Effect.

Reports and Financial Statements. GSE The Buyer has previously furnished to Parent true filed complete and complete copies accurate copies, as amended or supplemented, of its (a) all annual reports Annual Report on Form 10-K for the fiscal year ended December 31, 2003, as filed with the Securities and Exchange Commission (the "Commission"“SEC”), and (b) pursuant to all other reports filed by the Securities Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act of 1934, as amended (with the "Exchange Act"), SEC since December 31, 1999, 2003 (bsuch reports are collectively referred to herein as the (“Buyer SEC Reports”). The Buyer SEC Reports constitute all of the documents required to be filed by the Buyer under Section 13 or subsections (a) GSE's quarterly and other reports filed or (c) of Section 14 of the Exchange Act with the Commission since SEC from December 31, 2002, (c) 2003 through the date of this Agreement. The Buyer SEC Reports complied in all definitive proxy solicitation materials filed material respects with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively, the "Reports"). The consolidated financial statements requirements of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports filed with the Commission by GSE under the Exchange Act were, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during and the periods involved ("GAAP") rules and fairly present, or will presentregulations thereunder when filed. As of their respective dates, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Buyer SEC Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed The audited financial statements and unaudited financial statements of the Buyer included in the Buyer SEC Reports (i) complied as to form in all material respects with the Commission all Reports required to be filed by GSE under the Exchange Act applicable accounting requirements and the published rules and regulations of the Commission. Each SEC with respect thereto when filed, (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act, (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Reports has complied in all material respects Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the Exchange Act or books and records of the Securities Act of 1933, as amended, as applicableBuyer.

Reports and Financial Statements. GSE The Buyer has previously furnished to Parent true filed complete and complete copies accurate copies, as amended or supplemented, of its (a) all annual reports Annual Report on Form 10-K for the fiscal year ended December 31, 2003, as filed with the Securities and Exchange Commission (the "Commission"“SEC”), and (b) pursuant to all other reports filed by the Securities Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act of 1934, as amended (with the "Exchange Act"), SEC since December 31, 1999, 2003 (bsuch reports are collectively referred to herein as the (“Buyer SEC Reports”). The Buyer SEC Reports constitute all of the documents required to be filed by the Buyer under Section 13 or subsections (a) GSE's quarterly and other reports filed or (c) of Section 14 of the Exchange Act with the Commission since SEC from December 31, 2002, (c) 2003 through the date of this Agreement. The Buyer SEC Reports complied in all definitive proxy solicitation materials filed material respects with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively, the "Reports"). The consolidated financial statements requirements of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports filed with the Commission by GSE under the Exchange Act were, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during and the periods involved ("GAAP") rules and fairly present, or will presentregulations thereunder when filed. As of their respective dates, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Buyer SEC Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed The audited financial statements and unaudited financial statements of the Buyer included in the Buyer SEC Reports (i) complied as to form in all material respects with the Commission all Reports required to be filed by GSE under the Exchange Act applicable accounting requirements and the published rules and regulations of the Commission. Each SEC with respect thereto when filed, (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Reports has complied in all material respects Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the Exchange Act or books and records of the Securities Act of 1933, as amended, as applicableBuyer.

Reports and Financial Statements. GSE TAVA has previously furnished or made available to Parent Real Holdings true and complete copies of (a) all of TAVA's annual reports filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31June 30, 19991996, (b) GSETAVA's quarterly and other reports filed with the Commission since December 31June 30, 20021996, (c) all definitive proxy solicitation materials filed by TAVA with the Commission since December 31June 30, 19991996, and (d) any of TAVA's registration statements declared effective by the (i) were prepared in accordance with the published regulations of the Commission since December 31, 1999 (items (a)-(d) collectively, the "Reports"). The consolidated financial statements of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports filed with the Commission by GSE under the Exchange Act were, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved and ("GAAP"ii) and fairly present, or will present, present the consolidated financial position for GSE and its subsidiaries TAVA as of the dates thereof and the consolidated results of their its operations and changes in financial position for the periods then endedended (except with respect to interim period financial statements, for normal year-end adjustments which are not material); the TAVA Reports were prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and the applicable rules and regulations of the Commission thereunder; and the TAVA Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE Since June 30, 1996, TAVA has filed with the Commission all Reports reports required to be filed by GSE TAVA under the Securities Act and the Exchange Act and the rules and regulations of the Commission. Each of the Reports has complied in all material respects with the Exchange Act or the Securities Act of 1933, as amended, as applicable.

Reports and Financial Statements. GSE BGS has previously furnished to Parent BMC true and complete copies of (a) all annual reports filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31January 1, 19991995, (b) GSEBGS's quarterly and other reports filed with the Commission since December 31January 1, 20021995, (c) all definitive proxy solicitation materials filed with the Commission since December 31January 1, 19991995, and (d) any registration statements declared effective by the Commission since December 31January 1, 1999 (items (a)-(d) collectively, the "Reports")1995. The consolidated financial statements of GSE BGS and its subsidiaries included in GSEBGS's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports filed with the Commission by GSE BGS under the Exchange Act subsequent thereto (collectively, the "BGS Reports") were, or (if filed after the date hereof) will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will present, the consolidated financial position for GSE BGS and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then endedended (except with respect to interim period financial statements, for normal year-end adjustments which are not material); and the BGS Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which whey they were made, not misleading. GSE Since January 1, 1995, BGS has filed with the Commission all Reports reports required to be filed by GSE BGS under the Exchange Act and the rules and regulations of the Commission. Each of the Reports has complied in all material respects with the Exchange Act or the Securities Act of 1933, as amended, as applicable.

Reports and Financial Statements. GSE The Buyer has previously furnished to Parent true the Company complete and complete copies accurate copies, as amended or supplemented, of its (a) all annual reports Annual Report on Form 10-K for the fiscal year ended July 31, 1999, as filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange ActSEC"), since December 31, 1999, and (b) GSE's quarterly and all other reports filed by the Buyer under Section 13 of the Exchange Act with the Commission SEC since December 31, 2002, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December July 31, 1999 (items (a)-(d) collectively, such reports are collectively referred to herein as the "Buyer Reports"). The consolidated financial statements Buyer Reports constitute all of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports the documents required to be filed with by the Commission by GSE Buyer under Section 13 of the Exchange Act werewith the SEC since July 31, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will present1999. As of their respective dates, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Buyer Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed The audited financial statements and unaudited interim financial statements of the Buyer included in the Buyer Reports (i) comply as to form in all material respects with the Commission all Reports required to be filed by GSE under the Exchange Act applicable accounting requirements and the published rules and regulations of the Commission. Each SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Reports has complied in all material respects Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the Exchange Act or books and records of the Securities Act of 1933, as amended, as applicableBuyer.

Reports and Financial Statements. GSE Since January 1, 1994, AHS has previously furnished filed all reports required to Parent true and complete copies of (a) all annual reports be filed by it with the Securities and Exchange Commission (the "CommissionSEC") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31including, 1999without limitation, (b) GSE's quarterly and other reports filed with the Commission since December 31, 2002, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively, the "Reports"). The consolidated financial statements of GSE and its subsidiaries included in GSE's most recent report an Annual Report on Form 10-K for the year ended December 31, 1994 (collectively and most recent report on Form 10-Qas amended through the Closing Date, the "AHS SEC REPORTS"), and any other reports filed with has previously furnished or made available to GE Medical true and complete copies of all of the Commission by GSE under AHS SEC Reports. None of the Exchange Act wereAHS SEC Reports, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will present, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Reports did not and will not contain respective dates, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed with the Commission all Reports required to be filed by GSE under the Exchange Act and the rules and regulations of the Commission. Each of the balance sheets (including the related notes) included in the AHS SEC Reports has complied fairly presents in all material respects the consolidated financial position of AHS and its subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included therein fairly present in all material respects the results of operations and cash flows of AHS and its subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with generally accepted accounting principles ("GAAP"), except as otherwise noted therein and subject, in the Exchange Act or case of the Securities Act unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein and the absence of 1933, as amended, as applicableany notes thereto.

Reports and Financial Statements. GSE The Company has previously furnished filed all material reports, schedules, forms, statements and other documents required to Parent true and complete copies of (a) all annual reports be filed by it with the Securities and Exchange Commission (the "CommissionSEC") pursuant to the Securities Exchange Act of 1934since January 1, as amended 2000 (the "Exchange Act")collectively, since December 31, 1999, (b) GSE's quarterly and other reports filed with the Commission since December 31, 2002, (c) including all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectivelyexhibits thereto, the "ReportsCOMPANY SEC REPORTS"). The consolidated financial statements No Subsidiary of GSE and its subsidiaries included in GSE's most recent the Company is required to file any form, report on Form 10-K and most recent report on Form 10-Q, and any or other reports filed document with the Commission SEC. None of the Company SEC Reports filed as of their respective dates (or, if amended or superseded by GSE under the Exchange Act werea subsequent filing, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will present, the consolidated financial position for GSE and its subsidiaries then as of the dates thereof and the consolidated results date of their operations and changes in financial position for the periods then ended; and the Reports did not and will not contain such filing), as so amended or superseded, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed with the Commission all Reports required misleading or failed to be filed by GSE under the Exchange Act and the rules and regulations of the Commission. Each of the Reports has complied comply as to form in all material respects with the Exchange Act or applicable requirements of the Securities Act of 1933, as amended, the Exchange Act and, in each case, the rules and regulations promulgated thereunder. Each of the consolidated financial statements (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries as applicableof the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("U.S. GAAP") (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring year-end adjustments.

Reports and Financial Statements. GSE The Buyer has previously furnished -------------------------------- to Parent true each of the Company Stockholders complete and complete copies accurate copies, as amended or supplemented, of the Buyer's (a) Registration Statement on Form S-1 (File No. 333-3054) and (b) all annual reports filed by the Buyer with the United States Securities and Exchange Commission (the "CommissionSEC") pursuant to under Section 13 or 15 of the Securities Exchange Act of 19341934 (as amended, as amended (the "Exchange Act"), ) since December 31, 19991995 (such materials, (b) GSE's quarterly and other reports filed together with the Commission since December 31any amendments or supplements thereto, 2002, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively, are collectively referred to herein as the "Buyer Reports"). The consolidated financial statements As of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports filed with the Commission by GSE under the Exchange Act were, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will presenttheir respective dates, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Buyer Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed The audited financial statements and unaudited interim financial statements of the Buyer included in the Buyer Reports (i) comply as to form in all material respects with the Commission all Reports required to be filed by GSE under the Exchange Act applicable accounting requirements and the published rules and regulations of the Commission. Each SEC with respect thereto, (ii) have been prepared in accordance with US GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Reports has complied in all material respects Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the Exchange Act or books and records of the Securities Act of 1933, as amended, as applicableBuyer.

Reports and Financial Statements. GSE Key has previously furnished to Parent the Shareholders true and complete copies of (ai) all Key=s annual reports report filed with the Securities and Exchange Commission (the "Commission"ACommission@) pursuant to the Securities and Exchange Act of 1934, as amended (the "Exchange Act"AExchange Act@), since December 31for Key=s fiscal year ended June 30, 1999, 1996; (bii) GSE's Key=s quarterly and other reports filed with the Commission since December 31June 30, 2002, 1996; (ciii) all definitive proxy solicitation materials filed with the Commission since December 31June 30, 1999, and 1996; (div) any registration statements (other than those relating to employee benefit plans) declared effective by the Commission since December 31June 30, 1999 1996; and (v) Key=s Private Offering Memorandum dated June 28, 1996, relating to the Convertible Debentures. All of the foregoing items are listed on Schedule 3.4 hereto (a)-(d) collectively, the "Reports"▇▇▇▇ SEC Documents@). The consolidated financial statements of GSE Key and its consolidated subsidiaries included in GSE's Key=s most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports filed with the Commission by GSE under the Exchange Act were, or will be, Q were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will present, present the consolidated financial position for GSE of Key and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Reports Key SEC Documents did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were madewere, made not misleading. GSE Since June 30, 1994, Key has filed with the Commission all Reports material reports, registration statements and other material filings required to be filed by GSE with the Commission under the Exchange Act and the rules and regulations of the Commission. Each of the Reports has complied in all material respects with the Exchange Act or the Securities Act of 1933, as amended, as applicable.

Reports and Financial Statements. GSE The Buyer has previously furnished made available to Parent true the Company complete and complete copies accurate copies, as amended or supplemented, of (a) all annual reports each annual, quarterly and current report filed by Buyer with the Securities and Exchange Commission SEC since January 1, 2006 (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1999, (b) GSE's quarterly and other reports filed with the Commission since December 31, 2002, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively, the "Buyer Reports"). The consolidated financial statements Buyer Reports constitute all of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports the documents required to be filed with by the Commission by GSE Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act werewith the SEC from January 1, or will be, prepared 2006 through the date of this Agreement. The Buyer Reports complied in accordance all material respects with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") requirements of the Exchange Act and fairly present, or will presentthe rules and regulations thereunder when filed. As of their respective dates, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Buyer Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed The audited financial statements and unaudited interim financial statements of the Buyer included in the Buyer Reports (i) complied as to form in all material respects with the Commission all Reports required to be filed by GSE under the Exchange Act applicable accounting requirements and the published rules and regulations of the Commission. Each SEC with respect thereto when filed, (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10 Q under the Exchange Act), and (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Reports has complied in all material respects with Buyer as of the Exchange Act or respective dates thereof and for the Securities Act of 1933, as amended, as applicableperiods referred to therein.

Reports and Financial Statements. GSE The Buyer has previously -------------------------------- furnished or made available to Parent true CMGI and Adsmart complete copies of and accurate copies, as amended or supplemented, and all reports filed by the Buyer under Section 13 or subsections (a) all annual reports filed or (c) of Section 14 of the Exchange Act with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1999, (b) GSE's quarterly and other reports filed with the Commission since December 31, 2002, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively, the "Buyer Reports"). The consolidated financial statements Buyer Reports constitute all of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports the documents required to be filed with by the Commission by GSE Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act were, or will be, prepared with the SEC through the date of this Agreement. The Buyer Reports complied as to form in accordance all material respects with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") requirements of the Exchange Act and fairly present, or will presentthe rules and regulations thereunder when filed. As of their respective dates, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Buyer Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed The audited financial statements (if any) and unaudited interim financial statements of the Buyer included in the Buyer Reports (i) complied as to form in all material respects with the Commission all Reports required to be filed by GSE under the Exchange Act applicable accounting requirements and the published rules and regulations of the Commission. Each SEC with respect thereto when filed, (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Reports has complied in all material respects Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the Exchange Act or books and records of the Securities Act of 1933, as amended, as applicableBuyer.

Reports and Financial Statements. GSE has previously furnished to Parent true and complete copies of (a) Parent has filed all annual forms, reports and documents required to be filed by it with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), SEC since December 31, 19991998, (b) GSE's quarterly and other reports has made available to the Company, in the form filed with the Commission since SEC, (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 2002, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 19991998, and (dii) any registration statements declared effective by its Quarterly Reports on Form 10-Q for the Commission since December periods ended March 31, June 30 and September 30, 1999 (items the forms, reports and other documents referred to in clauses (a)-(di) and (ii) above, together with any amendments or supplements thereto, being referred to herein, collectively, as the "Parent SEC Reports"). The consolidated financial statements of GSE and its subsidiaries included Parent SEC Reports (i) were prepared in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports filed with the Commission by GSE under the Exchange Act were, or will be, prepared all material respects in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will present, the consolidated financial position for GSE and its subsidiaries as applicable requirements of the dates thereof Securities Act, and the consolidated results of their operations and changes in financial position for Exchange Act, as the periods then ended; case may be, and the Reports rules and regulations thereunder and (ii) did not and will not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. GSE has filed . (b) Each of the consolidated financial statements contained in the Parent SEC Reports complies as to form in all material respects with the Commission all Reports required to be filed by GSE under the Exchange Act applicable accounting requirements and the published rules and regulations of the Commission. Each SEC with respect thereto and was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of the Reports has complied in all material respects with unaudited interim financial statements, as permitted by Form 10-Q under the Exchange Act or Act) and each fairly presented the Securities Act consolidated financial position, results of 1933, operations and cash flows of Parent and its consolidated subsidiaries as amended, as applicableat the respective dates thereof and for the respective periods indicated therein.

Reports and Financial Statements. GSE has previously furnished Rainwire shall complete, file and make available to Parent Oasis (including through the SEC's ▇▇▇▇▇ system) true and complete copies of of: (a) all annual reports Rainwire's Annual Report on Form 10-KSB filed with the Securities and Exchange Commission (SEC for the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since fiscal year ending December 31, 1999, 2000; (b) GSERainwire's quarterly and other reports Quarterly Report on Form 10-QSB filed with the Commission since December SEC for the quarter ended March 31, 2002, 2001; (c) all definitive proxy solicitation materials Rainwire's Quarterly Report on Form 10-QSB filed with the Commission since December 31SEC for the quarter ended June 30, 1999, 2001; and (d) any registration statements declared effective by Rainwire's Quarterly Report on Form 10-QSB filed with the Commission since December 31SEC for the quarter ended September 30, 1999 2001 (items (a)-(d) individually a "SEC Report" and collectively, the "SEC Reports"). The To the best of Rainwire's knowledge, the audited consolidated financial statements of GSE and its subsidiaries unaudited consolidated interim financial statements included in GSE's most recent report on Form 10-K Rainwire SEC Reports (including any related notes and most recent report on Form 10-Qschedules) complied as to form, and any other reports filed as of their respective dates of filing with the Commission by GSE under SEC, in all material respects with all applicable accounting requirements and the Exchange Act werepublished rules and regulations of the SEC with respect thereto, or will be, were prepared in accordance with generally accepted accounting principles GAAP consistently applied on a consistent basis during the periods involved ("except as otherwise disclosed in the notes thereto, and except that unaudited statements do not contain footnotes in substance or form required by GAAP", as is permitted by Form 10-QSB of the Exchange Act) and fairly present, or will present, presented the consolidated financial position for GSE of Rainwire and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position cash flows for the periods then ended; and the Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light as of the circumstances under which they were madedates then ended (subject, not misleading. GSE has filed with the Commission all Reports required where appropriate, to be filed by GSE under the Exchange Act and the rules and regulations of the Commission. Each of the Reports has complied in all material respects with the Exchange Act or the Securities Act of 1933, as amended, as applicablenormal year-end adjustments).

Reports and Financial Statements. GSE has previously furnished Buyer will deliver to Parent true Shareholder prior to June 28, 1998 accurate copies, as amended or supplemented, of its (i) Quarterly Report on Form 10-Q for the fiscal quarters ended September 30,1997, December 31, 1997, and complete copies of ▇▇▇▇▇ ▇▇, ▇▇▇▇ (a▇▇) all annual reports Annual Report on Form 10-K for the fiscal year ended June 30, 1997, each as filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange ActSEC"), since December 31, 1999, and (biii) GSE's quarterly and all other reports filed by the Buyer under Section 13 of the Exchange Act with the Commission SEC since December March 31, 2002, 1998 (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively, such reports are collectively referred to herein as the "Buyer Reports"). The consolidated financial statements Buyer Reports include all of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports the documents required to be filed with by the Commission by GSE Buyer under the Exchange Act werewith the SEC since June 30, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will present1997. As of their respective dates, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Buyer Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed The audited financial statements and unaudited interim financial statements of the Buyer included in the Buyer Reports (i) comply as to form in all material respects with the Commission all Reports required to be filed by GSE under the Exchange Act applicable accounting requirements and the published rules and regulations of the Commission. Each SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Reports has complied in all material respects Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the Exchange Act or books and records of the Securities Act of 1933, as amended, as applicableBuyer.

Reports and Financial Statements. GSE The Buyer has previously furnished to Parent true the Company complete and complete copies accurate copies, as amended or supplemented, of its (a) all annual reports Annual Report on Form 10-K for the fiscal year ended December 31, 1996, as filed with the Securities and Exchange Commission (the "CommissionSEC") pursuant to and (b) all other reports filed by the Securities Buyer under Section 13 of the Exchange Act of 1934, as amended (with the "Exchange Act"), SEC since December 31, 1999, 1996 (b) GSE's quarterly and other such reports filed with the Commission since December 31, 2002, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively, are collectively referred to herein as the "Buyer Reports"). The consolidated financial statements Buyer Reports constitute all of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports the documents required to be filed with by the Commission by GSE Buyer under Section 13 of the Exchange Act werewith the SEC since December 31, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will present1996. As of their respective dates, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Buyer Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed The audited financial statements and unaudited interim financial statements of the Buyer included in the Buyer Reports: (i) comply as to form in all material respects with the Commission all Reports required to be filed by GSE under the Exchange Act applicable accounting requirements and the published rules and regulations of the Commission. Each SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Reports has complied in all material respects Buyer as of the respective dates thereof and for the periods referred to therein and (iv) are consistent with the Exchange Act or books and records of the Securities Act of 1933, as amended, as applicableBuyer.

Reports and Financial Statements. GSE The Buyer has previously furnished to Parent true Blue Ridge complete and complete copies accurate copies, as amended or supplemented, of its (a) all annual reports Annual Report on Form 10-K for the fiscal year ended December 31, 1997, as filed with the Securities and Exchange Commission (the "CommissionSEC") pursuant and (b) its Quarterly Reports on Form 10-Q for the periods ended March 31, 1998 and June 30, 1998 (such reports are collectively referred to herein as the Securities "Buyer Reports"). The Buyer Reports constitute all of the documents required to be filed by the Buyer under Section 13 of the Exchange Act of 1934, as amended (the "Exchange Act"), with the SEC since December 31, 1999, (b) GSE's quarterly and other reports filed with the Commission since December 31, 2002, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively1997. As of their respective dates, the "Reports"). The consolidated financial statements of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports filed with the Commission by GSE under the Exchange Act were, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will present, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Buyer Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed The audited financial statements and unaudited interim financial statements of the Buyer included in the Buyer Reports (i) comply as to form in all material respects with the Commission all Reports required to be filed by GSE under the Exchange Act applicable accounting requirements and the published rules and regulations of the Commission. Each SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Reports has complied in all material respects Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the Exchange Act or books and records of the Securities Act of 1933, as amended, as applicableBuyer.

Reports and Financial Statements. GSE Entrust has previously furnished or -------------------------------- made available to Parent true the Company complete and complete copies accurate copies, as amended or supplemented, of its (a) all annual reports filed with Annual Report on Form 10-K for the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since fiscal year ended December 31, 1999, as filed with the SEC, and (b) GSE's quarterly and all other reports filed by Entrust under the Exchange Act with the Commission SEC since December August 31, 2002, 1998 (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively, such reports are collectively referred to herein as the "Entrust Reports"). The consolidated financial statements Entrust Reports constitute all of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Qthe documents required to be filed by Entrust since August 31, and any other reports filed with the Commission by GSE 1998 under the Exchange Act. The Entrust Reports complied in all material respects with the requirements of the Exchange Act were, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during and the periods involved ("GAAP") rules and fairly present, or will presentregulations thereunder when filed. As of their respective dates, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Entrust Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed The audited financial statements and unaudited interim financial statements of Entrust included in the Entrust Reports (i) complied as to form in all material respects with the Commission all Reports required to be filed by GSE under the Exchange Act applicable accounting requirements and the published rules and regulations of the Commission. Each SEC with respect thereto when filed, (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of Entrust as of the Reports has complied in all material respects respective dates thereof and for the periods referred to therein, and (iv) are consistent with the Exchange Act or the Securities Act books and records of 1933, as amended, as applicableEntrust.

Reports and Financial Statements. GSE The Buyer has previously furnished to Parent true the Company complete and complete copies accurate copies, as amended or supplemented, of its (ai) all annual reports Quarterly Report on Form 10-Q for the fiscal quarters ended September 30, 1998, December 31, 1998 and ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) Annual Report on Form 10-K for the fiscal year ended June 30, 1998, each as filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange ActSEC"), since December 31, 1999, and (biii) GSE's quarterly and all other reports filed by the Buyer under Section 13 of the Exchange Act with the Commission SEC since December 31June 30, 2002, 1998 (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively, such reports are collectively referred to herein as the "Buyer Reports"). The consolidated financial statements Buyer Reports include all of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports the documents required to be filed with by the Commission by GSE Buyer under the Exchange Act werewith the SEC since September 30, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will present1998. As of their respective dates, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Buyer Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed The audited financial statements and unaudited interim financial statements of the Buyer included in the Buyer Reports (i) comply as to form in all material respects with the Commission all Reports required to be filed by GSE under the Exchange Act applicable accounting requirements and the published rules and regulations of the Commission. Each SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Reports has complied in all material respects Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the Exchange Act or books and records of the Securities Act of 1933, as amended, as applicableBuyer.

Reports and Financial Statements. GSE The Buyer has previously furnished or made available to Parent true the Company complete and complete copies accurate copies, as amended or supplemented, of its Registration Statement on Form S-1 (Reg. No. 333-140503) and each other form, report, statement or schedule and other document filed or furnished by it with the SEC since February 7, 2007 (collectively, the “Buyer Reports”). The Buyer Reports include all of the documents required to be filed or furnished by the Buyer under Section 13 or subSections (a) all annual reports filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1999, (b) GSE's quarterly and other reports filed with the Commission since December 31, 2002, or (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively, the "Reports"). The consolidated financial statements of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports filed with the Commission by GSE under Section 14 of the Exchange Act werewith the SEC from May 16, or will be, 2007 through the date of this Agreement. The Buyer Reports were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will presentapplicable requirements of the Securities Act, the consolidated financial position for GSE Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇, and, in each case, the rules and its subsidiaries regulations promulgated thereunder complied in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of their respective dates, and, if amended, as of the dates thereof and date of each such amendment, the consolidated results of their operations and changes in financial position for the periods then ended; and the Buyer Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed The financial statements of the Buyer included in the Buyer Reports (i) complied as to form in all material respects with the Commission all Reports required to be filed by GSE under the Exchange Act applicable accounting requirements and the published rules and regulations of the Commission. Each SEC with respect thereto when filed, (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Reports has complied Exchange Act), and (iii) fairly present in all material respects with the Exchange Act or consolidated financial condition, results of operations and cash flows of the Securities Act Buyer and its subsidiaries as of 1933, as amended, as applicablethe respective dates thereof and for the periods referred to therein.

Reports and Financial Statements. GSE The Buyer has previously -------------------------------- furnished to Parent true the Company and the Stockholder complete copies and accurate copies, as amended or supplemented, of its (a) all annual reports Annual Report on Form 10-K for the fiscal year ended December 31, 1998, as filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange ActSEC"), and (b) all other reports filed by the Buyer under --- Section 13 of the Exchange Act with the SEC since December 31, 1999, 1998 (b) GSE's quarterly and other such reports filed with the Commission since December 31, 2002, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively, are collectively referred to herein as the "Buyer Reports"). The consolidated financial statements Buyer ------------- Reports constitute all of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports the documents required to be filed with by the Commission by GSE Buyer under Section 13 of the Exchange Act werewith the SEC since December 31, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will present1998. As of their respective dates, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Buyer Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed The audited financial statements and unaudited interim financial statements of the Buyer included in the Buyer Reports (i) comply as to form in all material respects with the Commission all Reports required to be filed by GSE under the Exchange Act applicable accounting requirements and the published rules and regulations of the Commission. Each SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Reports has complied in all material respects Buyer as of the respective dates thereof and for the periods referred to therein and (iv) are consistent with the Exchange Act or books and records of the Securities Act of 1933, as amended, as applicableBuyer.

Reports and Financial Statements. GSE The Buyer has previously furnished or made available to Parent true the Company complete and complete copies accurate copies, as amended or supplemented, of its (a) all annual reports Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, as filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange ActSEC"), since December 31, 1999, and (b) GSE's quarterly and all other reports filed with by the Commission since December 31, 2002, Buyer under Section 13 or subsections (a) or (c) all definitive proxy solicitation materials filed of Section 14 of the Exchange Act with the Commission SEC since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31August 20, 1999 (items (a)-(d) collectively, such reports are collectively referred to herein as the "Buyer Reports"). The consolidated financial statements Buyer Reports constitute all of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports the documents required to be filed with by the Commission by GSE Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act werewith the SEC from September 30, or will be, prepared 1999 through the date of this Agreement. The Buyer Reports complied in accordance all material respects with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") requirements of the Securities Act and fairly present, or will presentthe rules and regulations thereunder when filed. As of their respective dates, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Buyer Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed The audited financial statements and unaudited interim financial statements of the Buyer included in the Buyer Reports (i) complied as to form in all material respects with the Commission all Reports required to be filed by GSE under the Exchange Act applicable accounting requirements and the published rules and regulations of the Commission. Each SEC with respect thereto when filed, (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Reports has complied in all material respects Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the Exchange Act or books and records of the Securities Act of 1933, as amended, as applicableBuyer.

Reports and Financial Statements. GSE Since January 1, 1996, except where failure to have done so did not and would not have a Material Adverse Effect on Republic, Republic has previously furnished filed all reports, registrations and statements, together with any required amendments thereto, that it was required to Parent true and complete copies of (a) all annual reports filed file with the Securities SEC, including, but not limited to Forms 10-K, Forms 10-Q, Forms 8-K and Exchange Commission proxy statements (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1999, (b) GSE's quarterly and other reports filed with the Commission since December 31, 2002, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively, the "Republic Reports"). The consolidated financial statements Republic has previously furnished or made available to the Companies and the Shareholder copies of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports all Republic Reports filed with the Commission by GSE under SEC since January 1, 1996. As of their respective dates (but taking into account any amendments filed prior to the Exchange Act were, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will presentdate of this Agreement), the consolidated financial position for GSE Republic Reports complied in all material respects with all the rules and its subsidiaries as of regulations promulgated by the dates thereof SEC and the consolidated results of their operations and changes in financial position for the periods then ended; and the Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed The financial statements of Republic included in the Republic Reports comply as to form in all material respects with the Commission all Reports required to be filed by GSE under the Exchange Act applicable accounting requirements and the published rules and regulations of the Commission. Each SEC with respect thereto, have been prepared in accordance with GAAP consistently applied during the periods presented (except, as noted therein, or, in the case of the Reports has complied in all material respects with the Exchange Act or the Securities Act of 1933unaudited statements, as amendedpermitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited statements, to normal audit adjustments) the financial position of Republic and its consolidated subsidiaries as applicableof the date thereof and the results of their operations and their cash flows for the periods then ended.

Reports and Financial Statements. GSE (a) The Buyer has previously furnished to Parent true the Company complete and complete copies accurate copies, as amended or supplemented, of its (ai) all annual reports Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1998, (ii) Annual Report on Form 10-K for the fiscal year ended June 30, 1997, each as filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange ActSEC"), since December 31, 1999, and (biii) GSE's quarterly and all other reports filed by the Buyer under Section 13 of the --- Exchange Act with the Commission SEC since December March 31, 2002, 1998 (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively, such reports are collectively referred to herein as the "Buyer Reports"). The consolidated financial statements Buyer Reports include all of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports the ------------- documents required to be filed with by the Commission by GSE Buyer under the Exchange Act werewith the SEC since March 31, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will present1998. As of their respective dates, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Buyer Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed The audited financial statements and unaudited interim financial statements of the Buyer included in the Buyer Reports (i) comply as to form in all material respects with the Commission all Reports required to be filed by GSE under the Exchange Act applicable accounting requirements and the published rules and regulations of the Commission. Each SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Reports has complied in all material respects Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the Exchange Act or books and records of the Securities Act of 1933, as amended, as applicableBuyer.

Reports and Financial Statements. GSE i-Cube has previously furnished to Parent true the Company complete and complete copies accurate copies, as amended or supplemented, of its (a) all annual reports Annual Report on Form 10-K for the fiscal year ended December 31, 1998, as filed with the United States Securities and Exchange Commission (the "CommissionSEC") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1999, and (b) GSE's quarterly and all other reports filed by i-Cube under Section 13 of the Exchange Act with the Commission SEC since December 31, 2002, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31January 1, 1999 (items (a)-(d) collectively, such reports are collectively referred to herein as the "i-Cube Reports"). The consolidated financial statements i-Cube Reports constitute all of GSE and its subsidiaries included in GSE's most recent report on Form 10the documents required to be filed by i-K and most recent report on Form 10-Q, and any other reports filed with the Commission by GSE Cube under Section 13 of the Exchange Act werewith the SEC since January 1, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will present1999. As of their respective dates, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the i-Cube Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed The audited financial statements and unaudited interim financial statements of included in the i-Cube Reports (i) comply as to form in all material respects with the Commission all Reports required to be filed by GSE under the Exchange Act applicable accounting -38- 44 requirements and the published rules and regulations of the Commission. Each SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Reports has complied in all material respects Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the Exchange Act or the Securities Act books and records of 1933, as amended, as applicablei-Cube. The i-Cube Reports were timely filed.

Reports and Financial Statements. GSE CyberCash has previously furnished or made available to Parent true Network 1 complete and complete copies of (a) all annual reports filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934accurate copies, as amended (the "Exchange Act")or supplemented, since December 31, 1999, (b) GSE's quarterly and other of all reports filed by CyberCash under Section 13, 14 or 15(d) of the Exchange Act with the Commission SEC since December 31March 30, 20022000, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively, the "Reports"). The consolidated financial statements inclusive of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report filed on Form 10-Q, and any other that date (such reports filed with are collectively referred to herein as the Commission by GSE under the Exchange Act were, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will present, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results “CyberCash Reports”). As of their operations and changes in financial position for the periods then ended; and the respective dates, CyberCash Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed The audited financial statements and unaudited interim financial statements of CyberCash included in CyberCash Reports: (a) comply as to form in all material respects with the Commission all Reports required to be filed by GSE under the Exchange Act applicable accounting requirements and the published rules and regulations of the Commission. Each SEC with respect thereto; (b) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act); (c) fairly present the consolidated financial condition, results of operations and cash flows of CyberCash as of the Reports has complied in all material respects respective dates thereof and for the periods referred to therein; and (d) are consistent with the Exchange Act or the Securities Act books and records of 1933, as amended, as applicableCyberCash.

Reports and Financial Statements. GSE The Buyer has previously furnished to Parent true the Company and the Company Stockholders complete copies and accurate copies, as amended or supplemented, of its (a) all annual reports Annual Report on Form 10-K for the fiscal year ended February 1, 1997, as filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange ActSEC"), since December 31, 1999, and (b) GSE's quarterly and all other reports filed by the Buyer under Section 13 of the Exchange Act with the Commission SEC since December 31February 1, 2002, 1997 (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Commission since December 31, 1999 (items (a)-(d) collectively, such reports are collectively referred to herein as the "Buyer Reports"). The consolidated financial statements Buyer Reports constitute all of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports the documents required to be filed with by the Commission by GSE Buyer under Section 13 of the Exchange Act werewith the SEC since February 1, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") and fairly present, or will present1997. As of their respective dates, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended; and the Buyer Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE has filed The audited financial statements and unaudited interim financial statements of the Buyer included in the Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the Commission all Reports required to published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be filed indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by GSE Form 10-Q under the Exchange Act and except for normal recurring year-end adjustments (which will not be material)), (iii) fairly present the rules consolidated financial condition, results of operations and regulations cash flows of the Commission. Each Buyer and its subsidiaries as of the Reports has complied in all material respects respective dates thereof and for the periods referred to therein, and (iv) are consistent with the Exchange Act or books and records of the Securities Act of 1933, as amended, as applicableBuyer and its subsidiaries.

Reports and Financial Statements. GSE TAVA has previously furnished or made available to Parent Real Holdings true and complete copies of (a) all of TAVA's annual reports filed with the Securities and Exchange Commission (the "CommissionCOMMISSION") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31June 30, 19991996, (b) GSETAVA's quarterly and other reports filed with the Commission since December 31June 30, 20021996, (c) all definitive proxy solicitation materials filed by TAVA with the Commission since December 31June 30, 19991996, and (d) any of TAVA's registration statements declared effective by the Commission since December 31, 1999 Commission (items (a)-(di) collectively, the "Reports"). The consolidated financial statements of GSE and its subsidiaries included were prepared in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports filed accordance with the published regulations of the Commission by GSE under the Exchange Act were, or will be, prepared and in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved and ("GAAP"ii) and fairly present, or will present, present the consolidated financial position for GSE and its subsidiaries TAVA as of the dates thereof and the consolidated results of their its operations and changes in financial position for the periods then endedended (except with respect to interim period financial statements, for normal year-end adjustments which are not material); the TAVA Reports were prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Exchange Act, as the case may be, and the applicable rules and regulations of the Commission thereunder; and the TAVA Reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GSE Since June 30, 1996, TAVA has filed with the Commission all Reports reports required to be filed by GSE TAVA under the Securities Act and the Exchange Act and the rules and regulations of the Commission. Each of the Reports has complied in all material respects with the Exchange Act or the Securities Act of 1933, as amended, as applicable.