Common use of SEC Documents Clause in Contracts

SEC Documents. Parent has made available to the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC (collectively, the "PARENT SEC DOCUMENTS"). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted 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. The audited consolidated financial statements and unaudited interim financial statements of Parent included in the Parent SEC Documents (collectively, the "PARENT FINANCIAL STATEMENTS") were prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present in all material respects the financial position of Parent as of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAP.

SEC Documents. Parent has made available filed all of the documents required to the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 be filed by Parent with the Securities and Exchange Commission (the "SEC")) since January 1, and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC 1997 (collectively, the "PARENT SEC DOCUMENTSHorseshoe Reports"). As of their respective dates, the Parent SEC Documents Horseshoe Reports (a) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, thereunder; and as of their respective filing dates, none of the Parent SEC Documents contained (b) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated financial statements and unaudited interim financial statements balance sheets of Parent included in or incorporated by reference into the Parent SEC Documents Horseshoe Reports (collectively, including the "PARENT FINANCIAL STATEMENTS"related notes and schedules) were prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present in all material respects the financial position consolidated statements of Parent as of the respective dates thereof income, retained earnings or the results of operations and cash flows for the respective periods then endedflows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normal, recurring normal year-end audit adjustments which are would not be material in amount or effect). The financial statements of Parent, including the aggregatenotes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto). Since June 30December 31, 1999 and until the date of this Plan of Merger1997, there has been no material change in Parent's accounting policies which would require disclosure methods or principles, except as described in the Parent's Financial Statements under GAAPnotes to such Parent financial statements.

SEC Documents. Parent has made available to furnished the Company with a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement each form, statement, annual, quarterly and other report, registration statement (including all exhibits theretoand amendments) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 and definitive proxy statement filed by Parent with the U.S. Securities and Exchange Commission (the "SEC") since December 31, 1998 (the "Parent SEC Documents"), and which are all the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by documents (other than preliminary material) that Parent was required to file with the SEC (collectively, the "PARENT SEC DOCUMENTS")since such date. As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the U.S. Securities Exchange Act or the Exchange Actof 1934, as the case may beamended, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documentsthereunder, and as of their respective filing dates, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under in which they were made, not misleading. Since the filing of the most recent Quarterly Report on Form 10-Q included in the Parent SEC Documents, none of Parent's Organizational Documents has been amended or modified. The audited consolidated financial balance sheets and the related statements of operations, stockholders' equity (deficit) and unaudited interim financial statements cash flows (including the related notes thereto) of Parent included in the Parent SEC Documents (collectivelycomplied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, are in accordance with the "PARENT FINANCIAL STATEMENTS") were books and records of Parent, have been prepared in accordance with GAAP U.S. generally accepted accounting principles applied on a basis consistent with prior periods (except as may be indicated therein or in the notes thereto otherwise noted therein), and except with respect to unaudited statements as permitted by Form 10-Q) and present fairly present in all material respects the financial position of Parent as of the their respective dates thereof or dates, and the results of its operations and its cash flows for the respective periods then ended, as the case may be, presented therein (subject, in the case of unaudited the interim financial statements, to normal, recurring adjustments which are not material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPnormal year-end adjustments).

SEC Documents. (a) Parent has timely filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including all exhibits and any amendments thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC (collectively, the "PARENT SEC DOCUMENTS"“Parent Reports”). As of their its respective datesdate, the each Parent SEC Documents Report (i) complied in all material respects in accordance with the applicable requirements of the Securities Act or each of the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and other Applicable Law, as the case may be, and and, in each case, the applicable rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited misleading except for such statements, if any, as have been corrected by subsequent filings with the SEC prior to the date hereof. (b) Each of the consolidated financial statements and unaudited interim financial statements of Parent balance sheets included in or incorporated by reference into the Parent SEC Documents Reports (collectively, including the "PARENT FINANCIAL STATEMENTS"related notes and schedules) were prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent and its Subsidiaries as of its date, and each of the respective dates thereof consolidated statements of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations and operations, cash flows for the respective periods then endedor changes in shareholders’ equity, as the case may be, subjectof Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm with respect to normalParent and has not resigned or been dismissed as independent registered public accountants of Parent. (c) Since January 1, recurring adjustments 2007, (A) the exercise price of each Parent Option has been no less than the Fair Market Value (as defined or determined under the terms of the respective Parent Benefit Plan under which are not such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except as, individually or in the aggregate. Since June 30, 1999 has not had and until the date of this Plan of Merger, there has been no material change would not be reasonably likely to have or result in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPa Parent Material Adverse Effect.

SEC Documents. Parent CNB has made available to the Company Adirondack a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offeringeach report, Form 10-Q for the quarter ended June 30schedule, 1999 registration statement and definitive proxy statement filed by Parent CNB with the Securities and Exchange Commission (the "SEC") within the two year period prior the date hereof (as such documents have since the time of their filing been amended, the "CNB SEC Documents"), and which are all the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent documents that CNB was required to file with the SEC (collectively, the "PARENT SEC DOCUMENTS")within such period. As of their respective datesdates of filing with the SEC, the Parent CNB SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent CNB SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents contained did not contain any untrue statement of a material fact or omitted 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. The audited consolidated financial statements and unaudited interim financial statements of Parent CNB included in the Parent CNB SEC Documents (collectivelycomplied as to form, as of their respective dates of filing with the "PARENT FINANCIAL STATEMENTS") were SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Qnotes) and fairly present in all material respects the consolidated financial position of Parent CNB as of the respective dates thereof or and the consolidated results of operations operations, changes in stockholders' equity and cash flows for the respective periods years then ended. All material agreements, contracts and other documents required to be filed as exhibits to any of the case may be, subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has CNB SEC Documents have been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPso filed.

SEC Documents. Parent has made available to the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement each registration statement, report, proxy statement or information statement (including all exhibits theretoother than preliminary materials) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent with the Securities SEC since January 1, 2001, each in the form (including exhibits and Exchange Commission (the "SEC"), and the Form 8-K's any amendments thereto) filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC prior to the date hereof (collectively, the "PARENT SEC DOCUMENTSParent Reports"), and Parent has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, the Parent SEC Documents complied Reports (i) were prepared in all material respects accordance with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, and the rules and regulations of thereunder and complied with the SEC thereunder then applicable to such Parent SEC Documents, accounting requirements and as of their respective filing dates, none of the Parent SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. The audited Each of the consolidated financial statements and unaudited interim financial statements of Parent balance sheets included in or incorporated by reference into the Parent SEC Documents Reports (collectively, including the "PARENT FINANCIAL STATEMENTS"related notes and schedules) were prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present presents in all material respects the consolidated financial position of Parent and its Subsidiaries as of its date and each of the respective dates thereof consolidated statements of operations, cash flows and stockholders' equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects the results of operations and operations, cash flows for the respective periods then endedor changes in stockholders' equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normalsuch exceptions as may be permitted by Form 10-Q of the SEC), recurring adjustments which are not material in each case in accordance with generally accepted accounting principles consistently applied during the aggregate. Since June 30periods involved, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPexcept as may be noted therein.

SEC Documents. Parent NetStaff has delivered or made available to the Company a MAT true and complete copy correct copies of Amendment No. 7 to Parent's S-1 Registration Statement each registration statement, report, definitive proxy statement or definitive information statement and all exhibits thereto filed (including all exhibits and any amendments thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30since January 1, 1999 filed by Parent with the SEC under or pursuant to the Securities and Act or the Securities Exchange Commission Act of 1934, as amended (the "SECEXCHANGE ACT"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC (collectively, the "PARENT SEC DOCUMENTSNETSTAFF REPORTS"). As of their respective dates, or as subsequently amended prior to the Parent SEC Documents Closing Date, the NetStaff Reports complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC DocumentsNetStaff Reports, and as of their respective filing dates, none of the Parent SEC Documents NetStaff Reports contained any untrue statement of a material fact or omitted to state a 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. The audited consolidated financial statements and unaudited interim financial statements of Parent NetStaff included in the Parent NetStaff Reports comply in all material respects with applicable accounting requirements in the published rules and regulations of the SEC Documents (collectivelywith respect thereto, the "PARENT FINANCIAL STATEMENTS") were have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Qthereto) and fairly present in all material respects the consolidated financial position of Parent NetStaff and its consolidated subsidiaries as of the respective dates thereof or and the consolidated results of their operations and cash flows for the respective periods then ended, as the case may be, ended (subject, in the case of unaudited interim financial statements, to normalnormal year-end audit adjustments, recurring adjustments which are not the absence of notes and as permitted by Form 10-Q of the Exchange Act). As of their respective dates, the NetStaff Reports complied as to form in all material in respects with the aggregate. Since June 30, 1999 and until applicable requirements of the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in Securities Act and/or the Parent's Financial Statements under GAAPExchange Act.

SEC Documents. Parent Santa ▇▇ ▇▇▇▇▇▇ has made available to the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement Devon each registration statement, report, proxy statement or information statement (including all exhibits theretoother than preliminary materials) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent Santa ▇▇ ▇▇▇▇▇▇ with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10SEC since January 1, 1999, June 25, 1999 each in the form (including exhibits and August 10, 1999 by Parent any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "PARENT SEC DOCUMENTSSanta ▇▇ ▇▇▇▇▇▇ Reports"), and Santa ▇▇ ▇▇▇▇▇▇ has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, the Parent SEC Documents Santa ▇▇ ▇▇▇▇▇▇ Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. The audited Each of the consolidated financial statements and unaudited interim financial statements of Parent balance sheets included in or incorporated by reference into the Parent SEC Documents Santa ▇▇ ▇▇▇▇▇▇ Reports (collectively, including the "PARENT FINANCIAL STATEMENTS"related notes and schedules) were prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present presents in all material respects the consolidated financial position of Parent Santa ▇▇ ▇▇▇▇▇▇ and its Subsidiaries as of its date and each of the respective dates thereof consolidated statements of operations, comprehensive income, cash flows and stockholders' equity included in or incorporated by reference into the Santa ▇▇ ▇▇▇▇▇▇ Reports (including any related notes and schedules) fairly presents in all material respects the results of operations and operations, cash flows for the respective periods then endedor changes in stockholders' equity, as the case may be, of Santa ▇▇ ▇▇▇▇▇▇ and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normalsuch exceptions as may be permitted by Form 10-Q of the SEC), recurring adjustments in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Since December 31, 1999, neither Santa ▇▇ ▇▇▇▇▇▇ nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in the Santa ▇▇ ▇▇▇▇▇▇ Reports or which are would not material have, individually or in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPa Santa ▇▇ ▇▇▇▇▇▇ Material Adverse Effect.

SEC Documents. Parent has made available to the Company a true filed all required reports, schedules, forms, statements and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent other documents with the SEC since October 1, 1994 (collectivelysuch documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "PARENT Parent SEC DOCUMENTSDocuments"). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a 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. The audited consolidated financial statements and unaudited interim financial statements of Parent included in the Parent SEC Documents (collectivelycomply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, the "PARENT FINANCIAL STATEMENTS") were have been prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Qthereto) and fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof or and the consolidated results of their operations and cash flows for the respective periods then ended, as the case may be, ended (subject, in the case of unaudited interim financial statements, to normal, recurring normal year-end audit adjustments which are not material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPother adjustments described therein).

SEC Documents. (i) Parent has furnished or made available to the Company a true correct and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, the Form 10-Q Q, Parent's Annual Report on Form 8-K for the quarter year ended June 30December 31, 1999 1998 and each report, schedule, registration statement and definitive proxy statement filed by Parent with the Securities and Exchange Commission (SEC on or after the "SEC"), and date of filing of the Form 810-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Q which are all the documents (other than preliminary material) that Parent was required to file (or otherwise did file) with the SEC in accordance with Sections 13, 14 and 15(d) of the Exchange Act on or after the date of filing with the SEC of the Form 10-Q (collectively, the "PARENT Parent SEC DOCUMENTS"Documents" ). As of their respective filing dates, the Parent SEC Documents complied or in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may beof registration statements, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and as of their respective filing effective dates, none of the Parent SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omitted to state a 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. The audited consolidated financial statements , and unaudited interim financial statements of Parent included in the Parent SEC Documents (collectivelycomplied when filed, the "PARENT FINANCIAL STATEMENTS") were prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements case of registration statements, as permitted by Form 10-Q) and fairly present of their respective effective dates, in all material respects with the financial position of Parent as then applicable requirements of the respective dates thereof Securities Act or the results of operations and cash flows for the respective periods then endedExchange Act, as the case may be, subject, and the rules and regulations promulgated by the SEC thereunder. (ii) The financial statements (including the notes thereto) of Parent included in the case Form 10-Q for the fiscal quarter then ended, complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of unaudited interim financial statementsthe SEC with respect thereto, to normal, recurring adjustments which are not material were prepared in accordance with GAAP during the periods involved (except as may have been indicated in the aggregate. Since June 30notes thereto) and fairly present the financial position of Parent as at the dates thereof and the results of their operations, 1999 stockholders' equity and until cash flows for the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPperiod then ended.

SEC Documents. Parent Concentra has made available to the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offeringeach report, Form 10-Q for the quarter ended June 30schedule, 1999 registration statement and definitive proxy statement filed by Parent Concentra Operating with the Securities SEC since January 1, 2000 and Exchange Commission prior to or on the date of this Agreement (the "SECConcentra --------- SEC Documents"), and which are all the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent documents (other than preliminary material) ------------- that Concentra or its Subsidiaries were required to file with the SEC (collectivelybetween January 1, 2000 and the "PARENT SEC DOCUMENTS")date of this Agreement. As of their respective dates, the Parent Concentra SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent Concentra SEC Documents, and as of their respective filing dates, none of the Parent Concentra SEC Documents contained any untrue statement of a material fact or omitted 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. None of Concentra or its Subsidiaries has any outstanding and unresolved comments from the SEC with respect to any of the Concentra SEC Documents. The audited consolidated financial statements and unaudited interim financial statements of Parent Concentra Operating included in the Parent Concentra SEC Documents (collectivelycomplied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, the "PARENT FINANCIAL STATEMENTS") were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to or, in the case of the unaudited statements statements, as permitted by Form Rule 10-Q01 of Regulation S-X of the SEC) and fairly present in all material respects the financial position accordance with applicable requirements of Parent as of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, GAAP (subject, in the case of the unaudited interim financial statements, to normal, recurring adjustments adjustments, none of which are not material in material) the aggregate. Since June 30, 1999 consolidated financial position of Concentra Operating and until its consolidated Subsidiaries as of their respective dates and the date consolidated results of this Plan operations and the consolidated cash flows of Merger, there has been no material change in Parent's accounting policies which would require disclosure in Concentra Operating and its consolidated Subsidiaries for the Parent's Financial Statements under GAAPperiods presented therein.

SEC Documents. Parent BDE has made available to the Company a Joltid true and complete copy copies of Amendment No. 7 to ParentBDE's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, Annual Report on Form 10-Q KSB for the quarter fiscal year ended June 30December 31, 1999 2001 and each report, proxy statement or registration statement filed by Parent BDE with the Commission pursuant to the Securities and Exchange Commission Act of 1934, as amended (the "SECEXCHANGE ACT"), and ) or the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with Securities Act since the SEC filing of such Annual Report through the date hereof (collectively, collectively such documents are referred to as the "PARENT SEC DOCUMENTS"). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder applicable to such Parent SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents contained did not contain any untrue statement of a material fact or omitted omit to state a 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. The audited consolidated financial statements and unaudited interim financial statements of Parent BDE included in the Parent SEC Documents (collectively, complied in all material respects with applicable accounting requirements and the "PARENT FINANCIAL STATEMENTS") were published rules and regulations of the Commission or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated therein in such financial statements or in the notes thereto and except with respect or (ii) in the case of unaudited interim statements, to unaudited statements as permitted by Form 10-Qthe extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Parent BDE as of the respective dates thereof or and the results of operations and cash flows for the respective periods then ended, as the case may be, ended (subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPnormal year-end audit adjustments).

SEC Documents. Parent has made available filed in a timely manner all documents that it was required to the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent file with the Securities and Exchange Commission (the "SEC")) under Sections 13, 14(a) and 15(d) of the Form 8-K's Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") and all rules and regulations thereunder, since July 28, 2000, the date on which Parent became subject to such reporting requirements. As of their respective filing dates, all documents filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC (collectively, the "PARENT SEC DOCUMENTS"). As of their respective dates, the Parent SEC Documents ) complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Securities Act, as the case may beapplicable, and the all rules and regulations thereunder. None of the SEC thereunder applicable to such Parent SEC DocumentsDocuments contained, and as of their respective filing dates, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent included in the Parent SEC Documents (collectively, the "PARENT FINANCIAL STATEMENTS") were comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) consistently applied and fairly present in all material respects the consolidated financial position of Parent as of and its Subsidiaries at the respective dates thereof or and the results of operations and cash flows of Parent and its Subsidiaries for the respective periods then ended, as the case may be, ended in accordance with GAAP (subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate. Since June 30, 1999 normal accruals and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPadjustments).

SEC Documents. Parent Autobytel has made available to the Company a true filed, or furnished, as applicable, all required reports, schedules, registration statements and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent other documents with the Securities and Exchange Commission (the "“SEC")”) since December 31, and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the 2009 (“Autobytel SEC (collectively, the "PARENT SEC DOCUMENTS"Documents”). As of their respective datesdates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the Parent Autobytel SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended, or the Securities Exchange ActAct of 1934, as amended, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent Autobytel SEC Documents, and as of their respective filing dates, none of the Parent Autobytel SEC Documents when filed contained any untrue statement of a material fact or omitted 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. The audited consolidated financial statements and unaudited interim financial statements of Parent Autobytel included in the Parent Autobytel SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (collectivelyexcept, the "PARENT FINANCIAL STATEMENTS") were prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to case of unaudited statements statements, as permitted by Form 10-QQ of the SEC), have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be disclosed therein) and fairly present in all material respects the consolidated financial position of Parent Autobytel and its consolidated subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPshown.

SEC Documents. (a) Parent has made available filed all reports, schedules, forms, statements and other documents required to the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 be filed by Parent with the Securities and Exchange Commission SEC since January 1, 2003 (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC (collectively, the "PARENT SEC DOCUMENTS"). . (b) As of their its respective datesdate, the each Parent SEC Documents Document complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentsDocument, and as of their respective filing dates, none of the Parent SEC Documents contained did not contain any untrue statement of a material fact or omitted omit to state a 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, except to the extent corrected or amended by subsequently filed Parent SEC Documents prior to the date of this Agreement. The audited consolidated financial statements and unaudited interim financial statements of Parent Buyer included in the Parent SEC Documents (collectivelycomply as to form in all material respects, as of their respective dates, with applicable accounting requirements and the "PARENT FINANCIAL STATEMENTS") were published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except as may be indicated therein or except, in the notes thereto and except with respect to case of unaudited statements statements, as permitted by Form 10-QQ of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof or and the consolidated results of their operations and cash flows for the respective periods then ended, as the case may be, shown (subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPnormal year-end audit adjustments).

SEC Documents. (a) Parent has filed or furnished all reports, schedules, forms, proxy statements, prospectuses, registration statements and other documents required to be filed or furnished by it with the SEC since January 1, 2018, and Parent has made available to the Company a true (including through the SEC’s E▇▇▇▇ database) true, correct and complete copy copies of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC such documents (collectively, the "PARENT “Parent’s SEC DOCUMENTS"Documents”). As of their respective datesdates (or, if amended or supplemented, as of the Parent date of the most recent amendment or supplement), each of Parent’s SEC Documents complied in all material respects with the applicable requirements of the Securities Exchange Act or the Exchange Actof 1934, as amended (the case may be“1934 Act”), the Securities Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and the any rules and regulations promulgated thereunder, and none of the SEC thereunder applicable to such Parent Parent’s SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted 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. The audited . (b) Each of the consolidated financial statements and unaudited interim financial statements of Parent included (including, in the Parent each case, any notes thereto) contained in Parent’s SEC Documents (collectively, the "PARENT FINANCIAL STATEMENTS") were was prepared in accordance with GAAP throughout the periods indicated (except as may be indicated therein or in the notes thereto and except that financial statements included with respect interim reports do not contain all notes to unaudited statements as permitted by Form 10-Qsuch financial statements) and each fairly present presented in all material respects the consolidated financial position position, results of operations and changes in stockholders’ equity and cash flows of Parent and its consolidated subsidiaries as of at the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, indicated therein (subject, in the case of unaudited interim financial statements, to normal, recurring normal year-end adjustments which are not material expected, individually or in the aggregate, to be material). Since June 3058 (c) Parent is not now, 1999 and until has never been, a shell issuer, as described in Rule 144(i)(1) under the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPSecurities Act.

SEC Documents. Parent has made available The Seller is obligated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (Seller, including all exhibits thereto) relating to Parent's initial public offeringthereto or incorporated therein by reference, Form 10-Q for the quarter ended June 30, 1999 and all documents filed by Parent with the Seller under the Securities and Exchange Commission (Act hereinafter called the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC (collectively, the "PARENT SEC DOCUMENTSDocuments"). As of their respective dates, The Seller has filed all reports or other documents required to be filed under the Parent Exchange Act. All SEC Documents complied filed by the Seller (i) were prepared in all material respects in accordance with the requirements of the Securities Exchange Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the Exchange Actdate hereof, as then on the case may be, and the rules and regulations date of the SEC thereunder applicable to such Parent SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents contained filing) contain any untrue statement of a material fact or omitted omit to state a 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. The audited consolidated financial statements Seller has previously delivered or made available to the Purchasers a correct and unaudited interim financial statements complete copy of Parent included in each report which the Parent SEC Documents Seller filed with the Securities and Exchange Commission (collectively, the "PARENT FINANCIAL STATEMENTSSEC" or the "Commission") were prepared in accordance with GAAP under the Exchange Act for any period ending on or after December 31, 2002 (except as may be indicated therein the "Recent Reports"). None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the notes thereto course of discussions and except negotiations with respect to unaudited statements as permitted by Form 10-Q) and fairly present in all material respects the financial position of Parent as of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, subject, hereto which is not disclosed in the case of unaudited interim financial statementsRecent Reports is or was required to be so disclosed, to normal, recurring adjustments which are not and no material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there non-public information has been no material change in Parent's accounting policies which would require disclosure in disclosed to the Parent's Financial Statements under GAAPPurchasers.

SEC Documents. Parent Amdocs has delivered or made available to the Company a true Solect's counsel complete and complete copy correct copies of Amendment No. 7 to Parent's S-1 Registration Statement each report, schedule, effective registration statement and definitive proxy statement (including all exhibits theretoother than preliminary material) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent Amdocs with the Securities and Exchange Commission SEC or the NYSE on or after January 1, 1998 (the "SECAmdocs SEC Documents"), and which are all the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent documents that Amdocs was required to file with the SEC (collectively, the "PARENT SEC DOCUMENTS")on or after such date. As of their respective datesdates or, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may beof registration statements, and their effective dates (or if amended or superseded by a filing prior to the rules and regulations date of this Agreement, then on the SEC thereunder applicable to date of such Parent SEC Documents, and as of their respective filing datesfiling), none of the Parent Amdocs SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omitted to state a 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. The audited consolidated financial statements , and unaudited interim financial statements of Parent included in the Parent Amdocs SEC Documents (collectively, the "PARENT FINANCIAL STATEMENTS") were prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present complied when filed in all material respects with the financial position of Parent as then applicable requirements of the respective dates thereof Securities Act or the results of operations and cash flows for the respective periods then endedExchange Act, as the case may be, subject, in and the case of unaudited interim financial statements, rules and regulations promulgated by the SEC thereunder. Amdocs has filed all documents and agreements that were required to normal, recurring adjustments which are not material in be filed as exhibits to the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPAmdocs SEC Documents.

SEC Documents. Parent has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since January 1, 2007. Parent has made available to the Company Company, or the ▇▇▇▇▇ system of the SEC contains in a true publicly available format, all such registration statements, prospectuses, reports, schedules, forms, statements and complete copy of Amendment Noother documents in the form filed with the SEC. 7 to Parent's S-1 Registration Statement All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including all exhibits theretothose that Parent may file subsequent to the date hereof until the Effective Time) relating are referred to Parent's initial public offering, Form 10-Q for herein as the quarter ended June 30, 1999 filed by “Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC (collectively, the "PARENT SEC DOCUMENTS")Reports”. As of their respective dates, the Parent SEC Documents Reports (i) were prepared in accordance with and complied in all material respects with the requirements of the U.S. Securities Act Act, or the U.S. Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC DocumentsReports, and as (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of their respective filing dates, none this Agreement then on the date of the Parent SEC Documents contained such filing) contain any untrue statement of a material fact or omitted omit to state a 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. The audited consolidated financial statements and unaudited interim financial statements None of Parent included in Parent’s Subsidiaries is required to file any forms, reports or other documents with the Parent SEC Documents (collectively, the "PARENT FINANCIAL STATEMENTS") were prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present in all material respects the financial position of Parent as of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPSEC.

SEC Documents. Parent 4.7.1. RG has made available to the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (furnished FMP each registration statement, report, proxy statement or information statement, including all exhibits thereto, prepared by it since September 23, 1993, including, without limitation, (a) relating to Parent's initial public offering, its Annual Report on Form 10-Q K for its fiscal year ended December 31, 1996 (the quarter ended June 30"RG Balance Sheet Date"), 1999 which includes the consolidated balance sheet for RG as of such date (the "RG Balance Sheet") and (b) its proxy statement for its annual meeting of stockholders held on May 7, 1996, each of (a) and (b) in the form (including exhibits and any amendments thereto) filed by Parent with the Securities and Exchange Commission (the "SEC"), ) and the Form 8-K's filed on June 10, 1999, June 25, 1999 items in (a) and August 10, 1999 by Parent with the SEC (collectivelyb), the "PARENT SEC DOCUMENTSRG Reports"). As of their respective dates, the Parent SEC Documents complied RG Reports (including, without limitation, any financial statements or schedules included or incorporated by reference therein) (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the respective rules and regulations of the SEC thereunder applicable to such Parent SEC Documentsthereunder, and as of their respective filing dates, none of the Parent SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited 1996 and 1995 consolidated financial statements and unaudited interim financial statements of Parent RG included in or incorporated by reference into the Parent SEC Documents RG Reports (collectivelyincluding the related notes and schedules) present fairly, in all material respects, the "PARENT FINANCIAL STATEMENTS"consolidated financial position of RG at December 31, 1996 and 1995, and the consolidated results of its operations and its cash flows for the years then ended of RG in conformity with GAAP consistently applied during the periods involved. Except as and to the extent set forth on the RG Balance Sheet, including all notes thereto, or as set forth in the RG Reports, RG has no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) were that would be required to be reflected on, or reserved against in, a balance sheet of RG or in the notes thereto, prepared in accordance with GAAP (consistently applied, except as may be indicated therein or liabilities arising in the ordinary course of business since such date. 4.7.2. The accounts and notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present in all material respects receivable reflected on the financial position of Parent RG Balance Sheet as of the respective dates thereof RG Balance Sheet Date or the results of operations and cash flows for the respective periods then ended, as the case may be, subject, acquired thereafter by RG or its Subsidiaries arose in the case ordinary course of unaudited interim financial statements, to normal, recurring adjustments which business from bona fide transactions. None of such accounts or notes receivable reflects work-in-progress or goods not yet delivered. Such accounts and notes receivable are not material the 4.7.3. The inventory reflected on the RG Balance Sheet as of the RG Balance Sheet Date or acquired or manufactured since the RG Balance Sheet Date consists entirely of items saleable at regular prices or usable in the aggregate. Since June 30ordinary course of business of RG and its Subsidiaries, 1999 and until the date except for an immaterial quantity of this Plan of Merger, there has defective or obsolete items that have been no material change in Parent's accounting policies which would require disclosure written off in the Parent's Financial Statements under GAAPordinary course of business since the RG Balance Sheet Date in a manner consistent with GAAP applied on a consistent basis. There are no encumbrances on such inventory other than immaterial encumbrances.

SEC Documents. Since December 31, 2005, Parent has made available to the Company a true filed all required reports, schedules, forms, statements and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent other documents with the SEC (collectively, such documents being referred to herein collectively as the "PARENT “Parent SEC DOCUMENTS"Documents”). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act Act, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such the Parent SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a 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. The audited consolidated financial statements and unaudited interim financial statements of Parent included in the Parent SEC Documents (collectivelyDocuments, as of their respective dates, complied in all material respects with applicable accounting requirements and the "PARENT FINANCIAL STATEMENTS") published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10 Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Qthereto) and fairly present in all material respects the financial position of Parent and its consolidated subsidiaries as of the respective dates thereof or and the results of its operations and cash flows for the respective periods then ended, as the case may be, ended (subject, in the case of unaudited interim financial statements, to normal, recurring normal year end audit adjustments which are not material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPother adjustments described therein).

SEC Documents. (a) Parent has filed or furnished all reports, schedules, forms, proxy statements, prospectuses, registration statements and other documents required to be filed or furnished by it with the SEC since January 1, 2018, and Parent has made available to the Company a true (including through the SEC’s ▇▇▇▇▇ database) true, correct and complete copy copies of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC such documents (collectively, the "PARENT “Parent’s SEC DOCUMENTS"Documents”). As of their respective datesdates (or, if amended or supplemented, as of the Parent date of the most recent amendment or supplement), each of Parent’s SEC Documents complied in all material respects with the applicable requirements of the Securities Exchange Act or the Exchange Actof 1934, as amended (the case may be“1934 Act”), the Securities Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and the any rules and regulations promulgated thereunder, and none of the SEC thereunder applicable to such Parent Parent’s SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted 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. The audited . (b) Each of the consolidated financial statements and unaudited interim financial statements of Parent included (including, in the Parent each case, any notes thereto) contained in Parent’s SEC Documents (collectively, the "PARENT FINANCIAL STATEMENTS") were was prepared in accordance with GAAP throughout the periods indicated (except as may be indicated therein or in the notes thereto and except that financial statements included with respect interim reports do not contain all notes to unaudited statements as permitted by Form 10-Qsuch financial statements) and each fairly present presented in all material respects the consolidated financial position position, results of operations and changes in stockholders’ equity and cash flows of Parent and its consolidated subsidiaries as of at the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, indicated therein (subject, in the case of unaudited interim financial statements, to normal, recurring normal year-end adjustments which are not material expected, individually or in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPto be material).

SEC Documents. Parent Radiance has delivered or made available to the Company a Endologix true and complete copy correct copies of Amendment No. 7 to Parent's S-1 Registration Statement each registration statement, report, definitive proxy statement or definitive information statement and all exhibits thereto filed (including all exhibits and any amendments thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30since January 1, 1999 filed by Parent with the SEC under or pursuant to the Securities and Exchange Commission Act of 1933, as amended (the "SECSecurities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC (collectively, the "PARENT SEC DOCUMENTSRadiance Reports"). As of their respective dates, or as subsequently amended prior to the Parent SEC Documents Closing Date, the Radiance Reports complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC DocumentsRadiance Reports, and as of their respective filing dates, none of the Parent SEC Documents Radiance Reports contained any untrue statement of a material fact or omitted to state a 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. The audited consolidated financial statements and unaudited interim financial statements of Parent Radiance included in the Parent Radiance Reports comply in all material respects with applicable accounting requirements in the published rules and regulations of the SEC Documents (collectivelywith respect thereto, the "PARENT FINANCIAL STATEMENTS") were have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Qthereto) and fairly present in all material respects the consolidated financial position of Parent Radiance and its consolidated subsidiaries as of the respective dates thereof or and the consolidated results of their operations and cash flows for the respective periods then ended, as the case may be, ended (subject, in the case of unaudited interim financial statements, to normalnormal year-end audit adjustments, recurring adjustments which are not the absence of notes and as permitted by Form 10-Q of the Exchange Act). As of their respective dates, the Radiance Reports complied as to form in all material in respects with the aggregate. Since June 30, 1999 and until applicable requirements of the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in Securities Act and/or the Parent's Financial Statements under GAAPExchange Act.

SEC Documents. Parent has made available to Since February 7, 1995, the Company a true has filed all reports, schedules, forms, statements and complete copy of Amendment No. 7 other documents required to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 be filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent it with the SEC pursuant to the reporting requirements of the 1934 Act (collectively, all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "PARENT SEC DOCUMENTS"). The Company has delivered to the Buyer or its representative true and complete copies of the SEC Documents as of their respective filing dates. As of their respective dates, and with respect to the Parent Form 10-KSB filed with respect to the Company's fiscal year ended March 31, 1997, as of the date hereof and the date of Closing, the SEC Documents complied and will comply in all material respects with the requirements of the Securities 1934 Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent the SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a 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. The audited consolidated financial statements and unaudited interim Except as disclosed in SCHEDULE 2(g), as of their respective dates, the financial statements of Parent the Company included in the Parent SEC Documents (collectively, the "PARENT FINANCIAL STATEMENTS") were prepared in accordance with GAAP (except complied as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present form in all material respects with applicable accounting requirements and the financial position of Parent as published rules and regulations of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPSEC with respect thereto.

SEC Documents. Parent has made available filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed by it with or furnished by it to the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30SEC since January 1, 1999 filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC (collectively, the "PARENT SEC DOCUMENTS"). As of their its respective datesdate, the each Parent SEC Documents Document, including any financial statements or schedules included therein, complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentsDocument, and as of their respective filing dates, none of the Parent SEC Documents contained did not contain any untrue statement of a material fact or omitted omit to state a 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. The audited consolidated financial statements and unaudited interim financial statements of Parent and its consolidated subsidiaries included in the Parent SEC Documents (collectively, the "PARENT FINANCIAL STATEMENTS") were have been prepared in accordance with GAAP generally accepted accounting principles in France ("FRENCH GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto thereto), include such additional disclosures as are required by, and except with respect comply as to unaudited statements as permitted by Form 10-Q) and fairly present form in all material respects with, the published rules and regulations of the SEC with respect thereto, and present fairly, in all material respects, the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof or and the consolidated results of their operations and cash flows for the respective periods then ended, as the case may be, ended (subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPyear-end audit adjustments).

SEC Documents. Parent Frontier has made available to the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement Holly each registration statement, report, proxy statement or informa▇▇▇▇ statement (including all exhibits theretoother than preliminary materials) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent Frontier with the SEC since December 31, 2000, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "PARENT SEC DOCUMENTSFrontier Reports"), and Frontier has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, the Parent SEC Documents complied Frontier Reports (i) were prepared in all material respects accordance with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, and the rules and regulations of thereunder and complied with the SEC thereunder then applicable to such Parent SEC Documents, accounting requirements and as of their respective filing dates, none of the Parent SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified or superseded by subsequent filings with the SEC prior to the date hereof. The audited Each of the consolidated financial statements and unaudited interim financial statements of Parent balance sheets included in or incorporated by reference into the Parent SEC Documents Frontier Reports (collectively, including the "PARENT FINANCIAL STATEMENTS"related notes and schedules) were prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present presents in all material respects the consolidated financial position of Parent Frontier and its Subsidiaries as of its date and each of the respective dates thereof consolidated statements of operations, cash flows and stockholders' equity included in or incorporated by reference into the Frontier Reports (including any related notes and schedules) fairly presents in all material respects the results of operations and operations, cash flows for the respective periods then endedor changes in stockholders' equity, as the case may be, of Frontier and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normalsuch exceptions as may be permitted by Form 10-Q of the SEC), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein, and except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPamount or effect.

SEC Documents. Parent Since January 1, 2005, the Issuer has made available filed all reports, schedules, forms, statements, Material Contracts, and other documents required to be filed by it with the SEC pursuant to the Company a true and complete copy reporting requirements of Amendment No. 7 to Parent's S-1 Registration Statement the Exchange Act (all of the foregoing (including all exhibits theretoincluded therein and financial statements and schedules thereto and documents incorporated by reference therein) relating being hereinafter referred to Parent's initial public offering, Form 10-Q for as the quarter ended June 30, 1999 filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the “SEC (collectively, the "PARENT SEC DOCUMENTS"Documents”). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent the SEC Documents. None of the SEC Documents, and as of their respective filing datesat the time they were filed with the SEC, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted 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 (except as such SEC Documents have been subsequently amended or revised in the SEC Documents prior to the Effective Date). As of their respective dates, the financial statements of the Issuer included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. No other information provided by or on behalf of the Issuer to the Purchasers which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are or were made, not misleading. None of the statements made in any such SEC Documents which is required to be updated or amended under applicable law has not been so updated or amended. The audited consolidated financial statements and unaudited interim financial statements Issuer meets the requirements for use of Parent included Form S-3 for registration of the resale of Registrable Securities (as defined in the Parent SEC Documents (collectively, the "PARENT FINANCIAL STATEMENTS") were prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present in all material respects the financial position of Parent as of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPRegistration Rights Agreement).

SEC Documents. Parent Mendocino has made available to furnished the Company Purchaser with a true and ------------- complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC (collectively, the "PARENT SEC DOCUMENTS")Documents. As of their respective datesits filing date (and, with respect to any registration statement, the Parent date on which it or any post-effective amendment was declared effective), each SEC Documents complied Document was in compliance, in all material respects respects, with the applicable requirements of the Securities Act or and the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents contained any no untrue statement of a material fact or omitted to state and did not omit any statement of 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. The audited consolidated financial statements and unaudited interim financial statements of Parent Mendocino included in the Parent SEC Documents complied, at the time of filing with the SEC (collectivelyand, with respect to any registration statement, at the "PARENT FINANCIAL STATEMENTS") time it was declared effective), as to form, in all material respects, with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present in all material respects the financial position of Parent as of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of the unaudited interim financial statements, to the omission of certain footnotes) and fairly present, in all material respects (subject, in the case of the unaudited statements, to normal, recurring adjustments which are not material in year-end audit adjustments) the aggregate. Since June 30consolidated financial position of Mendocino, 1999 as applicable, as of the dates thereof and until the date consolidated results of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in their operations for the Parent's Financial Statements under GAAPperiods presented.

SEC Documents. Parent (i) NFGC has made available timely filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements and other documents (including, without limitation, all financial statements, schedules, exhibits and other information incorporated therein by reference or otherwise) required to the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 be so filed or furnished by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent it with the SEC since January 1, 2019 (collectively, the "PARENT “SEC DOCUMENTS"Documents”). As of their respective datesdates (or, if amended, as of the date of such amendment), the Parent SEC Documents complied in all material respects with the respective applicable form requirements of the Securities Act or and the Exchange ActAct and complied in all material respects with applicable accounting standards. No SEC Document that has been filed prior to the date of this representation has been made, as the case may be, after giving effect to any amendments or supplements thereto and the rules and regulations of the SEC thereunder applicable to such Parent any subsequently filed SEC Documents, and as of their respective filing datesin each case filed prior to the date this representation is made, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted 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. The audited . (ii) Each of the consolidated financial statements and unaudited interim financial statements of Parent balance sheets included in or incorporated by reference into the Parent SEC Documents (collectivelyincluding the related notes and schedules) fairly presents, the "PARENT FINANCIAL STATEMENTS") were prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present in all material respects respects, the consolidated financial position of Parent NFGC and its wholly-owned subsidiaries as of its applicable date, and each of the respective dates thereof consolidated statements of operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into the SEC Documents (including any related notes and schedules) fairly presents, in all material respects, the results of operations and operations, cash flows for the respective periods then endedor changes in stockholders’ equity, as the case may be, of NFGC and its wholly-owned subsidiaries for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normal, recurring (A) such exceptions as are permitted by Form 10-Q of the SEC and (B) normal year-end audit adjustments which have not been and are not reasonably expected to be material individually or in the aggregate), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. (iii) There were no liabilities or obligations of NFGC or any of its wholly-owned subsidiaries (whether accrued, absolute, contingent, known, asserted, matured or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of NFGC or in the notes thereto prepared in accordance with GAAP as of December 31, 2019, other than liabilities or obligations to the extent reflected or reserved against on the consolidated balance sheet of NFGC as of December 31, 2019 (including the notes thereto). Since June 30December 31, 1999 and until the date of this Plan of Merger2019, there has been no material change in Parent's accounting policies which would require disclosure such liabilities or obligations have arisen other than (A) liabilities or obligations incurred in the Parent's Financial Statements under GAAPordinary course of business or (B) liabilities that are not, individually or in the aggregate, material to NFGC.

SEC Documents. Parent has made available The Seller is obligated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") to file reports, Schedules, forms, statements and other documents (all such documents filed or required to be filed by the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (Seller, including all exhibits thereto) relating to Parent's initial public offeringthereto or incorporated therein by reference, Form 10-Q for the quarter ended June 30, 1999 and all documents filed by Parent with the Seller under the Securities and Exchange Commission (Act are hereinafter called the "SECSEC Documents"), and the Form 8-K's . The Seller has timely filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent all SEC Documents required to be filed with the SEC under the Exchange Act during the two (collectively, 2) years immediately preceding the "PARENT SEC DOCUMENTS")date of this Agreement. As of their respective filing dates, the Parent all such SEC Documents complied filed by the Seller (i) were prepared in all material respects in accordance with the requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documentspromulgated thereunder, and as (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of their respective filing dates, none of the Parent SEC Documents contained such filing) contain any untrue statement of a material fact or omitted omit to state a 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. The audited consolidated financial statements and unaudited interim financial statements All of Parent included in the Parent SEC Documents (collectively, information about the "PARENT FINANCIAL STATEMENTS") were prepared in accordance with GAAP (except as may be indicated therein Seller or its Subsidiaries which has been disclosed to the Purchasers herein or in the notes thereto course of discussions and except negotiations with respect hereto which is material to unaudited statements as permitted by Form 10-Q) and fairly present in all material respects the financial position of Parent as of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, subject, Seller has been disclosed in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPSEC Documents.

SEC Documents. Parent Edge has filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2000 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to ▇▇▇▇▇▇ each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement form (including all exhibits and any amendments thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC (collectively, the "PARENT SEC DOCUMENTSEdge Reports"). As of their its respective datesdate, the Parent SEC Documents each Edge Report (i) complied in all material respects in accordance with the applicable requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified or superceded by subsequent filings with the SEC prior to the date hereof. The audited Each of the consolidated financial statements and unaudited interim financial statements of Parent balance sheets included in or incorporated by reference into the Parent Edge Reports (including the related notes and schedules) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC Documents (collectively, the "PARENT FINANCIAL STATEMENTS") were prepared in accordance with GAAP (except as may be indicated therein or in the notes respect thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present presents in all material respects the consolidated financial position of Parent Edge and its Subsidiaries as of its date, and each of the respective dates thereof consolidated statements of operations, cash flows and changes in stockholders' equity included in or incorporated by reference into the Edge Reports (including any related notes and schedules) fairly presents in all material respects the results of operations and operations, cash flows for the respective periods then endedor changes in stockholders' equity, as the case may be, of Edge and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normal, recurring (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments which are will not be material in effect); and said financial statements (including the aggregate25 related notes and schedules) have been prepared in accordance with generally accepted accounting principles which have been consistently applied throughout the periods covered thereby, except as may be noted therein. Since June 30, 1999 Except as and until to the extent set forth on the consolidated balance sheet of Edge and its Subsidiaries included in the most recent Edge Report filed prior to the date of this Plan Agreement that includes such a balance sheet, including all notes thereto, as of Mergerthe date of such balance sheet, there neither Edge nor any of its Subsidiaries has been no material change in Parent's accounting policies which any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would require disclosure be required to be reflected on, or reserved against in, a balance sheet of Edge or in the Parent's Financial Statements under GAAPnotes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations which have not had and could not reasonably be expected to have, individually or in the aggregate, an Edge Material Adverse Effect.

SEC Documents. Parent Company has made available filed, on a timely basis, all reports, schedules, forms, statements, and other documents required to be filed by it with the SEC, pursuant to the Company a true and complete copy reporting requirements of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent with the Securities and Exchange Commission Act of 1934, including material filed pursuant to Section 13(a) or 15(d) (all of the "SEC"), and foregoing including filings incorporated by reference therein being referred to herein as the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the “SEC (collectively, the "PARENT SEC DOCUMENTS"Documents”). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Exchange Act or the Exchange of 1934 Act, as the case may be, and the rules and regulations of the SEC thereunder promulgated thereunder, and other federal, state and local laws, rules, and regulations applicable to such Parent SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted or failed to state a 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. The audited consolidated financial statements and unaudited interim financial statements of Parent Company included in the Parent SEC Documents (collectively, comply as to form in all material respects with applicable accounting requirements and the "PARENT FINANCIAL STATEMENTS") were published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated therein in such financial statements or in the notes thereto and except with respect or (ii) in the case of unaudited interim statements, to unaudited statements as permitted by Form 10-Qthe extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Parent Company as of the respective dates thereof or and the results of operations and cash flows for the respective periods then ended, as the case may be, ended (subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPnormal year-end audit adjustments).

SEC Documents. Parent (a) Since December 13, 1995, the Purchaser has made available to the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (including filed all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent documents with the SEC required to be filed under the Securities Act or the Exchange Act (collectivelysuch documents filed with the SEC on or before January 15, 1997 referred to herein as the "PARENT Purchaser SEC DOCUMENTSDocuments"). As of their respective dates, (i) the Parent Purchaser SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and as of their respective filing dates, (ii) none of the Parent Purchaser SEC Documents contained any untrue statement of a material fact or omitted to state a 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. The audited consolidated financial statements and unaudited interim financial statements of Parent the Purchaser included in the Parent Purchaser SEC Documents (collectivelycomply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, the "PARENT FINANCIAL STATEMENTS") were have been prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Qthereto) and fairly present in all material respects the consolidated financial position of Parent the Purchaser and its consolidated Subsidiaries as of at the respective dates thereof or and the consolidated results of their operations and cash flows changes in financial position for the respective periods then ended, as the case may be, ended (subject, in the case of unaudited interim financial statements, to normal, recurring normal year-end audit adjustments which are not material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPto any other adjustments described therein).

SEC Documents. Parent (a) Buyer has filed or furnished all reports, schedules, forms, proxy statements, prospectuses, registration statements and other documents required to be filed or furnished by it with the SEC since January 1, 2020, and Buyer has made available to the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (including through the SEC’s E▇▇▇▇ database) complete and correct copies of all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC such documents (collectively, the "PARENT “Buyer’s SEC DOCUMENTS"Documents”). As of their respective datesdates (or, if amended or supplemented, as of the Parent date of the most recent amendment or supplement), each of Buyer’s SEC Documents complied in all material respects with the applicable requirements of the Securities Exchange Act or the Exchange Actof 1934, as amended (the case may be“1934 Act”), the Securities Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and the any rules and regulations promulgated thereunder, and none of the SEC thereunder applicable to such Parent Buyer’s SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted 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. The audited . (b) Each of the consolidated financial statements and unaudited interim financial statements of Parent included (including, in the Parent each case, any notes thereto) contained in Buyer’s SEC Documents (collectively, the "PARENT FINANCIAL STATEMENTS") were was prepared in accordance with GAAP throughout the periods indicated (except as may be indicated therein or in the notes thereto and except that financial statements included with respect interim reports do not contain all notes to unaudited statements as permitted by Form 10-Qsuch financial statements) and each fairly present presented in all material respects the consolidated financial position position, results of Parent operations and changes in stockholders’ equity and cash flows of Buyer and its consolidated subsidiaries as of at the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, indicated therein (subject, in the case of unaudited interim financial statements, to normal, recurring normal year-end adjustments which are not material expected, individually or in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPto be material).

SEC Documents. Parent CVD has delivered or made available to the Company a Radiance true and complete copy correct copies of Amendment No. 7 to Parent's S-1 Registration Statement each registration statement, report, definitive proxy statement or definitive information statement and all exhibits thereto filed (including all exhibits and any amendments thereto) relating to Parent's initial public offeringsince January 1, Form 10-Q for the quarter ended June 30, 1999 filed by Parent 1997 with the SEC under or pursuant to the Securities and Exchange Commission Act of 1933, as amended (the "SECSecurities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC (collectively, the "PARENT SEC DOCUMENTSCVD Reports"). As of their respective dates, or as subsequently amended prior to the Parent SEC Documents Closing Date, the CVD Reports complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC DocumentsCVD Reports, and as of their respective filing dates, none of the Parent SEC Documents CVD Reports contained any untrue statement of a material fact or omitted to state a 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. The audited consolidated financial statements and unaudited interim financial statements of Parent CVD included in the Parent CVD Reports comply in all material respects with applicable accounting requirements in the published rules and regulations of the SEC Documents (collectivelywith respect thereto, the "PARENT FINANCIAL STATEMENTS") were have been prepared in accordance with GAAP applied on a consistent basis (except as may be maybe indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Qthereto) and fairly present in all material respects the consolidated financial position of Parent CVD and its consolidated subsidiaries as of the respective dates thereof or and the consolidated results of their operations and cash flows for the respective periods then ended, as the case may be, ended (subject, in the case of unaudited interim financial statements, to normalnormal year-end audit adjustments, recurring adjustments which are not the absence of notes and as permitted by Form 10-Q of the Exchange Act). As of their respective dates, the CVD Reports complied as to form in all material in respects with the aggregate. Since June 30, 1999 and until applicable requirements of the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in Securities Act and/or the Parent's Financial Statements under GAAPExchange Act.

SEC Documents. 4.5.1 Parent has filed all reports, registration statements and proxy statements required to be filed by it with the SEC since January 1, 2018, and Parent has made available to the Company a true Holders (including through the SEC’s ▇▇▇▇▇ database) true, correct and complete copy copies of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC such reports (collectively, the "PARENT “Parent’s SEC DOCUMENTS"Documents”). As of their respective dates, each of the Parent Parent’s SEC Documents complied in all material respects with the applicable requirements of the Securities Act or and the Securities Exchange ActAct of 1934, as amended (the case may be“1934 Act”), and the rules and regulations none of the SEC thereunder applicable to such Parent Parent’s SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted 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. The audited . 4.5.2 Each of the consolidated financial statements and unaudited interim financial statements of Parent included (including, in each case, any notes thereto) contained in the Parent Parent’s SEC Documents (collectively, the "PARENT FINANCIAL STATEMENTS") were was prepared in accordance with GAAP throughout the periods indicated (except as may be indicated therein or in the notes thereto and except that financial statements included with respect interim reports do not contain all notes to unaudited statements as permitted by Form 10-Qsuch financial statements) and each fairly present presented in all material respects the consolidated financial position position, results of operations and changes in stockholders’ equity and cash flows of Parent and its consolidated subsidiaries as of at the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, indicated therein (subject, in the case of unaudited interim financial statements, to normal, recurring normal year-end adjustments which are not material expected, individually or in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPto be material).

SEC Documents. Parent has made available to the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement each registration statement, report, proxy statement or information statement (including all exhibits theretoother than preliminary materials) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10SEC since September 30, 1999, June 25, 1999 each in the form (including exhibits and August 10, 1999 by Parent any amendments thereto) filed with the SEC (collectively, the "PARENT SEC DOCUMENTSParent Reports"). As of their respective dates, the Parent SEC Documents complied Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, Act and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. The audited Each of the consolidated financial statements and unaudited interim financial statements balance sheets of Parent included in or incorporated by reference into the Parent SEC Documents Reports (collectively, including the "PARENT FINANCIAL STATEMENTS"related notes and schedules) were prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present presents in all material respects the consolidated financial position of Parent and its Subsidiaries as of its date, and each of the respective dates thereof consolidated statements of income, cash flows and shareholders' equity of Parent included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects the results of operations and operations, cash flows for the respective periods then endedor changes in shareholders' equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as reflected in such financial statements, to normalincluding all notes thereto, recurring adjustments which are not material and except for liabilities incurred in connection with this Agreement, the Stock Option Agreements or the transactions contemplated hereby or thereby, neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than (i) liabilities and obligations arising in the aggregate. Since June 30, 1999 and until ordinary course of business since the date of this Plan of Mergersuch financial statements and (ii) liabilities or obligations which do not have and would not reasonably be expected to have, there has been no material change in Parent's accounting policies which would require disclosure individually or in the Parent's Financial Statements under GAAPaggregate (together with those described in clause (i)), a Parent Material Adverse Effect.

SEC Documents. Parent CSI has made available filed all reports, schedules, forms, statements and other documents required to the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 be filed by Parent it with the Securities and Exchange Commission (the "SEC"“Commission”) pursuant to the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”) (the “SEC Documents”), and during the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with 12 calendar months prior to the SEC (collectively, the "PARENT SEC DOCUMENTS"). As of their respective dates, the Parent date hereof all such SEC Documents have been filed in a timely manner. CSI is currently eligible to use Form S-3 for stockholder registration statements under the Securities Act. The SEC Documents have complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder applicable to such Parent the SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents Documents, at the time they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a 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. The audited consolidated financial statements and unaudited interim As of their respective dates, to the best of CSI’s knowledge during those respective dates, the financial statements of Parent CSI included in the Parent SEC Documents (collectively, complied as to form in all material respects with applicable accounting requirements and the "PARENT FINANCIAL STATEMENTS") were published rules and regulations of the Commission with respect thereto. Such financial statements have been prepared in accordance with GAAP accounting principles generally accepted in the United States as in effect from time to time (“GAAP”), consistently applied, during the periods involved (except (a) as may be otherwise indicated therein in such financial statements or the notes thereto, or (b) in the notes thereto and except with respect case of unaudited interim statements, to unaudited statements as permitted by Form 10-Qthe extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position condition of Parent CSI as of the respective dates thereof or and the results of its operations and cash flows for the respective periods then ended, as the case may be, ended (subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material normal year-end audit adjustments). Except as set forth in the aggregate. Since June 30SEC Documents or as separately disclosed to the Purchaser, 1999 and until CSI has not received notification from the date Commission, the American Stock Exchange and/or any federal or state securities bureaus that any investigation (informal or formal), inquiry or claim is pending, threatened or in process against CSI and/or relating to any of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPCSI’s securities.

SEC Documents. The Parent has delivered or made available to the Company General Physics a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offeringeach material report, Form 10-Q for the quarter ended June 30schedule, 1999 registration statement and definitive proxy statement filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC since January 1, 1993 (collectivelyas such documents have since the time of their filing been amended, the "PARENT NPD SEC DOCUMENTSDocuments")) which are all the documents (other than preliminary material) that the Parent was required to file with the SEC since such date. As of their respective dates, the Parent Forms 10-K and 10-Q included in the NPD SEC Documents (the "NPD Reports") complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, NPD Reports and as of their respective filing dates, none of the Parent SEC Documents NPD Reports contained any untrue statement of a material fact or omitted 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. The audited consolidated financial statements of the Parent and unaudited interim financial statements of Parent its consolidated Subsidiaries included in the Parent NPD Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Documents (collectivelywith respect thereto, the "PARENT FINANCIAL STATEMENTS") were have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to or, in the case of the unaudited statements statements, as permitted by Form 10-QQ of the SEC) and fairly present (subject, in all material respects the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of the Parent and its consolidated Subsidiaries as of at the respective dates thereof or and the consolidated results of their operations and cash flows for the respective periods then ended, . No representation or warranty is made as to any of the case may be, subject, matters in the case of unaudited interim financial statements, this Section 3.2(d) with respect to normal, recurring adjustments which are not material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPGeneral Physics or its subsidiaries.

SEC Documents. Parent (a) The Purchaser has made available filed all forms, reports and ------------- documents required to the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 be filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent it with the SEC since October 16, 1995 (collectively, the "PARENT SEC DOCUMENTSPurchaser Reports"). As of their respective dates, the Parent Purchaser Reports and any such reports, forms and other documents filed by the Purchaser with the SEC Documents complied after the date of this Agreement (i) complied, or will comply, as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documentsand (ii) did not, and as of their respective filing datesor will not, none of the Parent SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited representation in clause (ii) of the preceding sentence shall not apply to any misstatement or omission in any Purchaser Report filed prior to the date of this Agreement which was superseded by a subsequent Purchaser Report filed prior to the date of this Agreement. (b) Each of the consolidated financial statements and unaudited interim financial statements of Parent balance sheets included in or incorporated by reference into the Parent SEC Documents Purchaser Reports (collectively, including the "PARENT FINANCIAL STATEMENTS"related notes and schedules) were prepared in accordance with GAAP (except as may be indicated therein or in fairly presents the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present in all material respects the consolidated financial position of Parent the Purchaser and the Purchaser Subsidiaries as of its date, and each of the respective dates thereof consolidated statements of income, retained earnings and cash flows included in or incorporated by reference into the Purchaser Reports (including any related notes and schedules) fairly presents the results of operations and operations, retained earnings or cash flows for the respective periods then endedflows, as the case may be, of the Purchaser and the Purchaser Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normal, recurring normal year- end audit adjustments which are that would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the aggregate. Since June 30periods involved, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPexcept as may be noted therein.

SEC Documents. Parent has made available to (a) Except as set forth in Schedule 3.06(a) of the Company a true Disclosure Letter, since January 1, 2005, the Company has filed with, or furnished to, as applicable, the SEC, all reports, schedules, forms, statements and complete copy other documents required to be filed or furnished by it under the Exchange Act or the Securities Act of Amendment No1933, as amended (the “Securities Act”), as the case may be. 7 to Parent's S-1 Registration Statement Each Annual Report on Form 10-K and all other reports, registration statements, definitive proxy statements or information statements (including all exhibits amendments thereto) relating to Parent's initial public offering, Form 10-Q for filed or furnished by the quarter ended June 30, 1999 filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent Company with the SEC since January 1, 2005 (collectivelythe “Company SEC Documents”) as of the date filed, the "PARENT SEC DOCUMENTS"). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Documents, and, to the extent in effect and as applicable, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of their respective filing dates2002 and the rules and regulations promulgated thereunder (“SOX”), none of the Parent SEC Documents contained and did not contain any untrue statement of a material fact or omitted omit to state a 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. The audited consolidated financial statements and unaudited interim financial statements of Parent the Company included in each of the Parent Company SEC Documents (collectively, the "PARENT FINANCIAL STATEMENTS"“Company Financial Statements”) were comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP United States generally accepted accounting principles (except as may be indicated therein or “GAAP”) (except, in the notes thereto and except with respect to case of unaudited statements statements, as permitted by Form 10-QQ of the SEC) and fairly present in all material respects the consolidated financial position of Parent the Company as of the respective dates thereof or and the consolidated results of their operations and cash flows for the respective periods then ended, as the case may be, shown (subject, in the case of unaudited interim financial statements, to normalnormal year-end audit adjustments). The Company has made available to Parent true, recurring adjustments which are correct and complete copies of all substantive correspondence between the SEC and the Company since January 1, 2005, including, (i) all SEC comment letters and written responses to such comment letters by or on behalf of the Company and (ii) any letters, complaints, or other documents from the SEC or any staff or office of the SEC informing the Company of any inquiry, claim or proceeding (formal, informal or otherwise) or request for documents or information, and all written responses thereto by or on behalf of the Company. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or an outstanding SEC comment. (b) Except as set forth in Schedule 3.06(b) of the Company Disclosure Letter, the Company is not material a party to any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company, 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 of the SEC)), where the result, purpose or effect of such Contract is to avoid disclosure of any transaction involving, or liabilities of, the Company in the aggregate. Since June 30, 1999 Company’s audited financial statements or Company SEC Documents and until the date of this Plan of Merger, there has been are no material change in Parent's accounting policies which “off-balance sheet arrangements” that would require disclosure be required to be reported or set forth in the Parent's Financial Statements Company SEC Documents. (c) The Company has made all certifications and statements required by Sections 302 and 906 of the SOX with respect to the Company’s filings pursuant to the Exchange Act. Except as would not have a Company Material Adverse Effect, the Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under GAAPthe Exchange Act) designed to ensure that material information relating to the Company is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents.

SEC Documents. Parent has furnished or made available to the Company Target with a true ------------- correct and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offeringeach report, Form 10-Q for the quarter ended June 30schedule, 1999 registration statement and definitive proxy statement filed by Parent with the Securities and Exchange Commission SEC on or after January 1, 1998 (the "SECParent SEC Documents"), and which are all the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by documents (other than -------------------- preliminary material) that Parent was required to file (or otherwise did file) with the SEC (collectivelyon or after January 1, the "PARENT SEC DOCUMENTS")1998. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omitted to state a 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, and the Parent SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The audited consolidated financial statements and unaudited interim financial statements of Parent included in the Parent SEC Documents (collectivelycomplied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, the "PARENT FINANCIAL STATEMENTS") were prepared in accordance with GAAP during the periods involved (except as may be have been indicated therein or in the notes thereto and except with respect to or, in the case of the unaudited statements statements, as permitted by Form 10-QQ promulgated by the SEC) and fairly present (subject, in all material respects the case of the unaudited statements, to normal audit adjustments) the consolidated financial position of Parent and its subsidiaries as of at the respective dates thereof or and the consolidated results of their operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAP.

SEC Documents. Parent Buyer has made available to the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent filings with the United States Securities and Exchange Commission (the "SEC")) that it has been required to make under the Securities Act, and the Form 8-K's filed on June 10Securities Exchange Act of 1934, 1999as amended (the "Exchange Act") (all such filings, June 25as amended, 1999 and August 10, 1999 by Parent are referred to herein as the "SEC Documents"). Each of the SEC Documents has complied with the SEC (collectively, Securities Act and the "PARENT SEC DOCUMENTS")Exchange Act in all material respects. As of their respective dates, and except as amended, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted 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. Buyer has delivered to the Seller Parties a correct and complete copy of each SEC Document (together with all exhibits and schedules thereto), as amended to date, filed since December 31, 1995. The audited consolidated financial statements and unaudited interim financial statements of Parent Buyer included in the Parent SEC Documents (collectivelyincluding the related notes and schedules comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, the "PARENT FINANCIAL STATEMENTS") were have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to or, in the case of the unaudited statements statements, as permitted by Form 10-Q) and fairly present in all material respects the financial position of Parent as of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, (subject, in the case of the unaudited interim financial statements, to normalnormal recurring audit adjustments) the financial position of Buyer at the dates thereof and the results of operations, recurring adjustments which are not material cash flows and changes in stockholder's equity for the aggregateperiods then ended. Since June September 30, 1999 and until the date of this Plan of Merger1996, there has not been no any material adverse change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPfinancial condition of Buyer.

SEC Documents. Since the date on which a registration statement with respect to Parent has made available to the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent Common Stock became effective with the Securities and Exchange Commission (the "SECCommission")) to the date hereof, Parent has filed all forms, reports, and the Form 8-K's other documents (including all exhibits, schedules and annexes thereto) required to be filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC Commission (collectively, the "PARENT SEC DOCUMENTSParent Reports"). As Except to the extent that information contained in any Parent Report has been revised or superseded by a later Parent Report filed and publicly available prior to the date of this Agreement, as of their respective dates, the Parent SEC Documents complied Reports (a) were (and any Parent Reports filed after the date hereof will be) in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documentspromulgated thereunder, and (b) as of their respective filing dates, none of dates did not (and any Parent Reports filed after the Parent SEC Documents contained date hereof will not) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent included in the Parent SEC Documents such reports (collectively, the "PARENT FINANCIAL STATEMENTS"or incorporated therein by reference) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect subject to unaudited statements as permitted by Form 10normal year-Qend adjustments) and fairly present in all material respects the financial position of Parent and its consolidated subsidiaries as of the respective dates thereof or and the results of operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAP.

SEC Documents. Parent The Company has made available to the Company a true filed all required reports, schedules, forms, statements and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent other documents with the Securities and Exchange Commission (any of the foregoing are referred to herein as the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC (collectively, the "PARENT SEC DOCUMENTSDocuments"). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act Act, or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder applicable to such Parent SEC Documents, and as of their respective filing datesto the Company's and Subsidiary's knowledge, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted 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. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, to the Company's and Subsidiary's knowledge, none of the SEC Documents currently contains any untrue statement of a material fact at the time that it was made or omits to state any material fact required to be stated therein or necessary in order to make the statements therein as of the date thereof, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent the Company and Subsidiary included in the Parent SEC Documents (collectivelycomply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, the "PARENT FINANCIAL STATEMENTS") were have been prepared in accordance with GAAP generally accepted accounting principles (except as may be indicated therein or except, in the notes thereto and except with respect to case of unaudited statements statements, as permitted by Form 10-Q) and fairly present in all material respects the financial position of Parent as QSB of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAP.Commission) applied on a

SEC Documents. Parent has made available to the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement each registration statement, report, proxy statement or information statement (including all exhibits theretoother than preliminary materials) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent with the Securities SEC since January 1, 2000, each in the form (including exhibits and Exchange Commission (the "SEC"), and the Form 8-K's any amendments thereto) filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC prior to the date hereof (collectively, the "PARENT SEC DOCUMENTSParent Reports"), and Parent has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, the Parent SEC Documents complied Reports (i) were prepared in all material respects accordance with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, and the rules and regulations of thereunder and complied with the SEC thereunder then applicable to such Parent SEC Documents, accounting requirements and as of their respective filing dates, none of the Parent SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. The audited Each of the consolidated financial statements and unaudited interim financial statements of Parent balance sheets included in or incorporated by reference into the Parent SEC Documents Reports (collectively, including the "PARENT FINANCIAL STATEMENTS"related notes and schedules) were prepared in accordance with GAAP (except as may be indicated therein or in fairly presents the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present in all material respects the consolidated financial position of Parent and its Subsidiaries as of its date and each of the respective dates thereof or the results consolidated statements of operations and operations, cash flows for and stockholders' equity included in or incorporated by reference into the respective periods then ended, as the case may be, subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAP.Parent Reports

SEC Documents. Parent has made available to (a) The Purchasers have been provided by the Company a with true and complete copy copies of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 each SEC Document on its behalf or on behalf of any of its Subsidiaries filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC since January 1, 1998 which are all the documents (collectively, other than preliminary material) that the "PARENT Company has been required to file with the SEC DOCUMENTS")since such date. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as Act applicable to the case may be, and the rules and regulations SEC Documents. None of the SEC thereunder applicable to such Parent SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted 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. . (b) The audited consolidated financial statements and unaudited interim financial statements of Parent the Company included in the Parent SEC Documents (collectivelyreferred to in Section 4.7(a) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, the "PARENT FINANCIAL STATEMENTS") were have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to or, in the case of unaudited statements statements, as permitted by Form 10-QQ of the SEC) and fairly present in all material respects the financial position of Parent as of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, (subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material normal annual footnotes and year-end audit adjustments) the respective consolidated financial positions of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of operations and cash flows and changes in financial condition for the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPperiods then ended.

SEC Documents. Parent (a) The Company has delivered or made available to the Company a Purchasers true and complete copy copies of: (i) the Annual Report, (ii) any other reports filed under cover of Amendment No. 7 to Parent's S-1 Registration Statement Form 6-K filed with the SEC since December 31, 1998, and (iii) all other SEC Documents. (b) As of its filing date, each SEC Document (including all exhibits theretoand schedules thereto and documents incorporated by reference therein) relating referred to Parent's initial public offeringin (a) above, Form 10-Q for filed, as amended or supplemented, if applicable, pursuant to the quarter ended June 30, 1999 filed by Parent with the Securities and Exchange Commission Act (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC (collectively, the "PARENT SEC DOCUMENTS"). As of their respective dates, the Parent SEC Documents i) complied in all material respects with the applicable requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a any 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. The audited consolidated financial statements . (c) Each registration statement (including all exhibits and unaudited interim financial statements of Parent included in the Parent SEC Documents (collectively, the "PARENT FINANCIAL STATEMENTS") were prepared in accordance with GAAP (except as may be indicated therein or in the notes schedules thereto and except with respect documents incorporated by reference therein) referred to unaudited statements in clause (a)(iii) filed, as permitted by Form 10-Qamended or supplemented, if applicable, pursuant to the Act, as of the date such statement or amendment became or will become effective (i) and fairly present complied in all material respects with the financial position of Parent as applicable requirements of the respective dates thereof Act and (ii) did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the results of operations and cash flows for the respective periods then ended, as the case may be, subject, statements therein not misleading (in the case of unaudited interim financial statementsany prospectus, in light of the circumstances under which they were made). (d) The Company has delivered or made available to the Purchasers true and complete copies of all correspondence between the SEC and the Company or its legal counsel, accountants or other advisors since January 1, 1998. The Company is not aware of any issues raised by the SEC with respect to any of the SEC Documents, other than those disclosed to the Purchaser pursuant to this Section 3.6(d). (e) Except as set forth on Schedule 3.6(e), all agreements to which the ---------------- Company or any Subsidiary of the Company is a party or to which the property or assets of the Company or any Subsidiary of the Company are subject and which are required to be filed as exhibits to the SEC Documents, including agreements entered into after December 31, 1998, have been filed as exhibits to the SEC Documents as required and neither the Company nor any Subsidiary of the Company nor, to normalthe Company's knowledge, recurring adjustments which any other party is in breach of any such agreement and all such agreements, including any agreements listed on Schedule 3.6(e), are not material in the aggregate. Since June 30, 1999 full force and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPeffect.

SEC Documents. (i) Parent has furnished or made available to the Company Seller a true correct and complete copy copies of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Prospectus, dated May 14, 1999, Parent's initial public offering, Quarterly Report on Form 10-Q for as filed with the SEC with respect to the fiscal quarter ended June April 30, 1999 1999, the Form 10-Q, and each report, schedule, registration statement and definitive proxy statement filed by Parent with the Securities and Exchange Commission (SEC on or after the "SEC"), and date of filing of the Form 810-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Q which are all the documents (other than preliminary material) that Parent was required to file (or otherwise did file) with the SEC in accordance with Sections 13, 14 and 15(d) of the Exchange Act on or after the date of filing with the SEC of the Form 10-Q (collectively, the "PARENT Parent SEC DOCUMENTSDocuments"). As of their respective filing dates, the Parent SEC Documents complied or in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may beof registration statements, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and as of their respective filing dateseffective times, none of the Parent SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omitted to state a 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. The audited consolidated financial statements , and unaudited interim financial statements of Parent included in the Parent SEC Documents (collectivelycomplied when filed, the "PARENT FINANCIAL STATEMENTS") were prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements case of registration statements, as permitted by Form 10-Q) and fairly present of their respective effective times, in all material respects with the financial position of Parent as then applicable requirements of the respective dates thereof Securities Act or the results of operations and cash flows for the respective periods then endedExchange Act, as the case may be, subject, and the rules and regulations promulgated by the SEC thereunder. (ii) The financial statements (including the notes thereto) of Parent included in the case of unaudited interim financial statementsForm 10-Q for the fiscal quarter then ended, complied as to normal, recurring adjustments which are not form in all material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAP.respects with the

SEC Documents. Parent Frontier has made available to the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement ▇▇▇▇▇ each registration statement, report, proxy statement or information statement (including all exhibits theretoother than preliminary materials) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent Frontier with the SEC since December 31, 2000, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "PARENT “Frontier Reports”), and Frontier has filed all forms, reports and documents required to be filed by it with the SEC DOCUMENTS")pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, the Parent SEC Documents complied Frontier Reports (i) were prepared in all material respects accordance with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, and the rules and regulations of thereunder and complied with the SEC thereunder then applicable to such Parent SEC Documents, accounting requirements and as of their respective filing dates, none of the Parent SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified or superseded by subsequent filings with the SEC prior to the date hereof. The audited Each of the consolidated financial statements and unaudited interim financial statements of Parent balance sheets included in or incorporated by reference into the Parent SEC Documents Frontier Reports (collectively, including the "PARENT FINANCIAL STATEMENTS"related notes and schedules) were prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present presents in all material respects the consolidated financial position of Parent Frontier and its Subsidiaries as of its date and each of the respective dates thereof consolidated statements of operations, cash flows and stockholders’ equity included in or incorporated by reference into the Frontier Reports (including any related notes and schedules) fairly presents in all material respects the results of operations and operations, cash flows for the respective periods then endedor changes in stockholders’ equity, as the case may be, of Frontier and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normalsuch exceptions as may be permitted by Form 10-Q of the SEC), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein, and except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPamount or effect.

SEC Documents. Parent (a) Since January 1, 2012, the Purchaser has made available filed with, or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, forms, statements, schedules, certifications and other documents required to be filed with or furnished to, as applicable, the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement SEC by the Purchaser (including together with all exhibits thereto) relating to Parent's initial public offeringand schedules thereto and all information incorporated therein by reference, Form 10-Q for the quarter ended June 30, 1999 filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC (collectively, the "PARENT “Purchaser SEC DOCUMENTS"Documents”). As of their respective dates, or if amended, as of the Parent date of the last such amendment, the Purchaser SEC Documents (i) complied in all material respects with the requirements of the Securities Act or Act, the Exchange Act, as the case may be, Act and the rules ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (to the extent then applicable) and regulations of the SEC thereunder applicable to such Parent SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a 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. The audited misleading in any material respect. (b) Each of the consolidated financial statements and unaudited interim financial statements of Parent included (including, in each case, any related notes thereto) contained in the Parent Purchaser SEC Documents Documents, including each Purchaser SEC Document filed after the date hereof until the Closing, (collectively, the "PARENT FINANCIAL STATEMENTS"i) were was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved and (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Qii) and fairly present presented in all material respects respects, as applicable, the consolidated financial position of Parent the Purchaser and its Subsidiaries as of the respective dates thereof or and the consolidated results of the Purchaser’s and its Subsidiaries’ operations and cash flows for the respective periods then ended, as the case may be, subjectindicated (except, in the case of each of sub-clauses (i) and (ii), that the unaudited interim financial statementsstatements were subject to normal year-end and quarter-end adjustments, to normal, recurring adjustments which are were not material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPmaterial).

SEC Documents. Parent has made available to the Company a true and complete copy of Amendment No. 7 Company, by reference to Parent's S-1 Registration Statement (including ’s and the SEC’s website, Parent’s annual report on Form 10-K for the fiscal year ended December 31, 2006, all exhibits thereto) relating to Parent's initial public offering, quarterly reports on Form 10-Q for the quarter ended June 30, 1999 and reports on Form 8-K and amendments thereto filed by Parent with the Securities SEC since December 31, 2006 and Exchange Commission up to the date of this Agreement, if any, and any proxy materials distributed to Parent’s stockholders since December 31, 2006 and up to the date of this Agreement, in each case excluding any exhibits or attachments thereto (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by “Parent with the SEC (collectively, the "PARENT SEC DOCUMENTS"Filings”). As The Parent SEC Filings (a) conformed, as of the dates of their respective datesfiling with the SEC, the Parent SEC Documents complied in all material respects with respects, to the requirements of set forth in the instructions for such forms under the Securities Act or and the Exchange Act, as the case may beand (b) when taken together, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documentsdid not, and as of their respective filing dates, none of the Parent SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequently filed report with the SEC prior to the date hereof. The audited consolidated financial statements and unaudited interim financial statements of Parent included in the Parent SEC Documents (collectivelyFilings fairly and accurately represented, in all material respects, the "PARENT FINANCIAL STATEMENTS") consolidated financial condition of Parent as of their respective dates and Parent’s consolidated results of operations for the respective periods specified therein were prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to or, in the case of unaudited statements as permitted by included in quarterly reports on Form 10-Q) , as permitted by Article 10 of Regulation S-X and fairly present in all material respects the financial position of Parent as rules to Form 10-Q of the respective dates thereof or the results of operations SEC, and cash flows for the respective periods then ended, as the case may be, subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPnormal year end audit adjustments).

SEC Documents. Parent (a) Transocean has timely filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2007 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to GlobalSantaFe each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement form (including all exhibits and any amendments thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC (collectively, the "PARENT SEC DOCUMENTS"“Transocean Reports”). As of their its respective datesdate, the Parent SEC Documents each Transocean Report (i) complied in all material respects in accordance with the applicable requirements of the Securities Act or each of the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and other Applicable Law, as the case may be, and and, in each case, the applicable rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited misleading except for such statements, if any, as have been corrected by subsequent filings with the SEC prior to the date hereof. (b) Each of the consolidated financial statements and unaudited interim financial statements of Parent balance sheets included in or incorporated by reference into the Parent SEC Documents Transocean Reports (collectively, including the "PARENT FINANCIAL STATEMENTS"related notes and schedules) were prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent Transocean and its Subsidiaries as of its date, and each of the respective dates thereof consolidated statements of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Transocean Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations and operations, cash flows for the respective periods then endedor changes in shareholders’ equity, as the case may be, subjectof Transocean and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Transocean with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Transocean with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. Ernst & Young LLP is an independent public accounting firm with respect to normalTransocean and has not resigned or been dismissed as independent public accountants of Transocean. (c) Since January 1, recurring adjustments 2004, (A) the exercise price of each Transocean Option has been no less than the Fair Market Value (as defined or determined under the terms of the respective Transocean Benefit Plan under which are not such Transocean Option was granted) of a Transocean Ordinary Share as determined on the date of grant of such Transocean Option, and (B) all grants of Transocean Options were validly issued and properly approved by the Board of Directors of Transocean (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Transocean’s financial statements referred to in Section 6.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except as, individually or in the aggregate. Since June 30, 1999 has not had and until the date of this Plan of Merger, there has been no material change would not be reasonably likely to have or result in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPa Transocean Material Adverse Effect.

SEC Documents. Parent HNWC has made available previously furnished to Aloha and the Company a Stockholders true and complete copy copies of Amendment No. 7 to Parent's S-1 Registration Statement all documents (including all exhibits theretoother than preliminary material) relating to Parent's initial public offering, Form 10-Q for that HNWC has filed with the quarter ended June 30SEC since January 1, 1999 filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC (collectively, the "PARENT SEC DOCUMENTSDocuments"). As of their respective dates, filing dates (except as thereafter amended) the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Securities Exchange Act of 1934 (the "Exchange Act, as the case may be"), and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted 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 misleadingmisleading except to the extent corrected by a subsequently filed SEC Document. The audited consolidated financial statements and unaudited interim financial statements of Parent HNWC included in the Parent SEC Documents (collectivelycomply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, the "PARENT FINANCIAL STATEMENTS") were have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present in all material respects the financial position of Parent as of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, subjector, in the case of unaudited interim statements, as permitted by the rules and regulations of the SEC) and fairly present the consolidated financial position of HNWC as at the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended (subject in the case of unaudited statements, to normal, normal recurring adjustments which are not material audit adjustments). Except as disclosed in the aggregate. Since June 30SEC Documents filed prior to the execution of this Agreement, 1999 and until or except as contemplated by this Agreement or on account of the transactions contemplated hereby, since the date of this Plan of Mergerthe most recent SEC Document, there has not been no any material adverse change in Parent's accounting policies the results of operations, financial condition, assets or business of HNWC (other than on account of matters which would require disclosure affect generally the economy or the industries in the Parent's Financial Statements under GAAPwhich HNWC is engaged).

SEC Documents. Parent The Company has made available filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the three years preceding the date hereof (or such shorter period as the Company a true and complete copy of Amendment No. 7 was required by law to Parent's S-1 Registration Statement (including all exhibits theretofile such material) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC (collectively, foregoing materials being collectively referred to herein as the "PARENT SEC DOCUMENTS")) on a timely basis, or has received a valid extension of such time of filing. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements requirements, as applicable, of the Securities Act or and the Exchange Act, as the case may be, Act and the published rules and regulations of the SEC thereunder applicable to such Parent Commission promulgated thereunder, and none of the SEC Documents, and as of their respective filing dateswhen filed, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a 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. The audited consolidated As of their respective dates, the financial statements and unaudited interim financial statements balance sheets of Parent the Company included in the Parent SEC Documents (collectively, complied in all material respects with applicable accounting requirements and the "PARENT FINANCIAL STATEMENTS") were rules and regulations of the Commission with respect thereto. Such financial statements and balance sheets have been prepared in accordance with GAAP (generally accepted accounting principles applied on a consistent basis during the periods involved, except as may be otherwise indicated therein in such financial statements or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) thereto, and fairly present in all material respects the financial position of Parent the Company and its consolidated subsidiaries as of and for the respective dates thereof or and the results of operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregatenormal year-end audit adjustments. Since June 30, 1999 and until the date of this Plan of Mergerthe financial statements and balance sheets included in the last filed Quarterly Report on Form 10-Q, there has been no material change event, occurrence or development that would reasonably be expected to have had a Material Adverse Effect which is not disclosed in Parent's accounting policies which would require disclosure in or contemplated by the Parent's Financial Statements under GAAPDisclosure Materials.

SEC Documents. Parent The Buyer has made available to the Company a true filed all required registration statements, prospectuses, reports, schedules, forms, statements and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement other documents (including exhibits and all exhibits theretoother information incorporated therein) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent with the Securities and Exchange Commission SEC since August 2, 2000 (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC (collectively, the "PARENT SEC DOCUMENTSReports"). As of their respective dates, the Parent SEC Documents Reports complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentsReports, and as of their respective filing dates, none of the Parent SEC Documents Reports when filed contained any untrue statement of a material fact or omitted to state a 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. The audited consolidated financial statements and unaudited interim financial statements of Parent the Buyer included in the Parent SEC Documents (collectivelyReports complied as to form, as of their respective dates of filing with the "PARENT FINANCIAL STATEMENTS") were SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except as may be indicated therein or except, in the notes thereto and except with respect to case of unaudited statements statements, as permitted by Form 10-Q) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent the Buyer and its consolidated Subsidiaries as of the respective dates thereof or and the consolidated results of their operations and cash flows for the respective periods then ended, as the case may be, ended (subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPnormal year-end audit adjustments).

SEC Documents. (a) Parent has made available filed all forms, reports and documents required to the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 be filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent it with the SEC since October 1, 1995 (collectively, the "PARENT SEC DOCUMENTSParent Reports"). As of their respective dates, the Parent Reports and any such reports, forms and other documents filed by Parent with the SEC Documents complied after the date of this Agreement (i) complied, or will comply, in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, Act and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documentsand (ii) did not, and as of their respective filing datesor will not, none of the Parent SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated representation in the preceding sentence does not apply to any misstatement or omission in any Parent Report filed prior to the date of this Agreement which was superseded by a subsequent Parent Report filed prior to the date of this Agreement. No Subsidiary of Parent is required to file any report, form or other document with the SEC. (b) Each of the financial statements and unaudited interim financial statements of Parent included in or incorporated by reference into the Parent SEC Documents Reports (collectivelyincluding the related notes and schedules) presents fairly, the "PARENT FINANCIAL STATEMENTS") were prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present in all material respects respects, the consolidated financial position of Parent and its Subsidiaries as of the respective dates thereof or its date or, if applicable, the results of operations and operations, retained earnings or cash flows for the respective periods then endedflows, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normalnormal year-end audit adjustments), recurring adjustments which are not material in each case in accordance with generally accepted accounting principles consistently applied during the aggregate. Since June 30periods involved, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPexcept as may be noted therein.

SEC Documents. Parent CSI has made available filed all reports, schedules, forms, statements and other documents required to the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 be filed by Parent it with the Securities and Exchange Commission (the "SEC"“Commission”) pursuant to the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”) (the “SEC Documents”), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with except as disclosed in the SEC (collectivelyDocuments, during the "PARENT SEC DOCUMENTS"). As of their respective dates12 calendar months prior to the date hereof, the Parent all such SEC Documents have been filed in a timely manner. CSI is currently eligible to use Form S-1 for stockholder registration statements under the Securities Act and also should be eligible to use a Registration Statement on Form S-3 after April 20, 2007 if it timely files all SEC Documents it is required to file from the date hereof through April 20, 2007. CSI covenants to the Agent and each Purchaser that it will use its best efforts to effect such filings in a timely manner.. The SEC Documents have complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder applicable to such Parent the SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents Documents, at the time they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a 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. The audited consolidated financial statements and unaudited interim As of their respective dates, to the best of CSI’s knowledge during those respective dates, the financial statements of Parent CSI included in the Parent SEC Documents (collectively, complied as to form in all material respects with applicable accounting requirements and the "PARENT FINANCIAL STATEMENTS") were published rules and regulations of the Commission with respect thereto. Such financial statements have been prepared in accordance with GAAP accounting principles generally accepted in the United States as in effect from time to time (“GAAP”), consistently applied, during the periods involved (except (a) as may be otherwise indicated therein in such financial statements or the notes thereto, or (b) in the notes thereto and except with respect case of unaudited interim statements, to unaudited statements as permitted by Form 10-Qthe extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position condition of Parent CSI as of the respective dates thereof or and the results of its operations and cash flows for the respective periods then ended, as the case may be, ended (subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material normal year-end audit adjustments). Except as set forth in the aggregate. Since June 30SEC Documents, 1999 and until CSI has not received notification from the date Commission, the American Stock Exchange and/or any federal or state securities bureaus that any investigation (informal or formal), inquiry or claim is pending, threatened or in process against CSI and/or relating to any of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPCSI’s securities.

SEC Documents. Parent The Borrower has made available to filed, through the Company a true SEC’s Electronic Data Gathering, Analysis, and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement Retrieval system (including all exhibits or successor thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent with the Securities and Exchange Commission (the "SEC"“▇▇▇▇▇”), and all of the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 SEC Documents within the time frames prescribed by Parent with the SEC (collectively, including any available grace periods and extensions authorized by the "PARENT SEC) for the filing of such SEC DOCUMENTS")Documents such that each filing was timely filed with the SEC. As of their respective dates, or to the Parent extent corrected by a subsequent restatement filed prior to the date that this representation is made, each of the SEC Documents complied in all material respects with the requirements of the Securities Act or and/or the Exchange Act, Act (as the case may be, applicable) and the rules and regulations of the SEC promulgated thereunder applicable to such Parent the SEC Documents. None of the SEC Documents, and as of their respective filing datesat the time filed with the SEC, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a 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. The audited consolidated financial statements and unaudited interim financial statements Since the filing of Parent included in the Parent SEC Documents, as of each Disbursement Date, no event has occurred that would require an amendment or supplement to any of the SEC Documents (collectivelyand as to which such an amendment or a supplement has not been filed and made publicly available on ▇▇▇▇▇ on or prior to such Disbursement Date. As of the Closing Date, the "PARENT FINANCIAL STATEMENTS") were prepared in accordance with GAAP (except as may be indicated therein or in Borrower has not received any written comments from the notes thereto and except with respect SEC staff that have not been resolved, to unaudited statements as permitted by Form 10-Q) and fairly present in all material respects the financial position of Parent as knowledge of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of unaudited interim financial statementsBorrower, to normal, recurring adjustments which are not material in the aggregate. Since June 30, 1999 and until satisfaction of the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPSEC staff.

SEC Documents. Parent Macerich has made available to the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC each statement, report, registration statement and definitive proxy statement required to be filed with the SEC by Macerich since January 1, 2000 (collectively, the "PARENT Macerich SEC DOCUMENTSDocuments"). The Macerich SEC Documents constitute all of the documents required to be filed by Macerich under Section 13 or subsections (a) or (c) of Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") with the SEC through the date of this Agreement. All documents required to be filed as exhibits to the Macerich SEC Documents have been so filed, and all material contracts so filed as exhibits are in full force and effect, except those which have expired in accordance with their terms, and neither Macerich nor any subsidiary of Macerich is in default thereunder where such a default would reasonably be expected to have a material adverse effect on the business, operations, assets, liabilities, financial condition or result of operations of Macerich and its subsidiaries, taken as a whole. As of their respective filing dates, (i) the Parent Macerich SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as and the case may be, Securities Act and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and as of their respective filing dates, (ii) none of the Parent Macerich SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under in which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent included in , except to the Parent extent corrected by a subsequently filed Macerich SEC Documents (collectively, the "PARENT FINANCIAL STATEMENTS") were prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect Document which was filed prior to unaudited statements as permitted by Form 10-Q) and fairly present in all material respects the financial position of Parent as of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPhereof.

SEC Documents. Parent has furnished Seller with or made available to the Company a Seller true and complete copy copies of Amendment No. 7 to Parent's S-1 Registration Statement each statement, annual, quarterly and other report, registration statement (including all exhibits theretowithout exhibits) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent with the Securities and Exchange Commission SEC since December 19, 1996 (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC (collectively, the "PARENT SEC DOCUMENTSDocuments"). As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Exchange Act or the Exchange ActSecurities Act of 1933, as amended, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed Parent SEC Document. The audited consolidated financial statements and unaudited interim financial statements of Parent included in the Parent SEC Documents (collectively, the "PARENT FINANCIAL STATEMENTSParent Financial Statements") were comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles consistently applied (except as may be indicated therein or in the notes thereto and except with respect to or, in the case of unaudited statements statements, as permitted by Form 10-QQ of the SEC) and fairly present in all material respects the consolidated financial position of Parent as of at the respective dates thereof or and the consolidated results of their operations and cash flows changes in financial position for the respective periods then ended, as the case may be, ended (subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAP.to

SEC Documents. Parent The Company has made available not provided to the Purchaser any information which according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC (collectively, the "PARENT SEC DOCUMENTS")but which has not been so disclosed. As of their respective dates, the Parent SEC Documents complied complied, and all similar documents filed with the SEC prior to the Initial Closing Date will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such Parent SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents contained contained, nor will any similar document filed with the SEC prior to the Initial Closing Date contain, any untrue statement of a material fact or omitted to state a 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. The audited consolidated financial statements and unaudited interim financial statements of Parent the Company included in the Parent SEC Documents (collectivelyDocuments, as of the "PARENT FINANCIAL STATEMENTS") dates thereof, complied, and all similar documents filed with the SEC prior to the Initial Closing Date will comply, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC and other applicable rules and regulations with respect thereto. Such financial statements were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated therein in such financial statements or in the notes thereto and except with respect or (ii) in the case of unaudited interim statements, to unaudited the extent they may not include footnotes or may be condensed or summary statements as permitted by Form 10-QQ of the SEC) and fairly present in all material respects the financial position of Parent the Company and its consolidated subsidiaries as of the respective dates thereof or and the consolidated results of operations and cash flows for the respective periods then ended, as the case may be, ended (subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPnormal year-end audit adjustments).

SEC Documents. Parent 3.7.1. CSI has made available to the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (furnished RP with each registration statement, Quarterly Report on Form 10-QSB, Report on Form 8-KSB, report, proxy statement or information statement, including all exhibits thereto, prepared by CSI since September 18, 1997, including, without limitation, (a) relating to Parent's initial public offering, its Annual Report on Form 10-Q KSB for its fiscal year ended December 31, 1997 (the quarter ended June 30"CSI Balance Sheet Date") which includes the consolidated balance sheets of CSI and its Subsidiaries (the "CSI Balance Sheet") as of such date (the "CSI Balance Sheet Date") and CSI's Quarterly Reports on Form 10-QSB, 1999 and Reports on Form 8-K filed by Parent since the filing of such Annual Report and (b) its proxy statement for its annual meeting of Stockholders held on May 9, 1998, each of (a) and (b) in the form (including exhibits and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC"), ) and the Form 8-K's filed on June 10, 1999, June 25, 1999 items in (a) and August 10, 1999 by Parent with the SEC (collectivelyb), the "PARENT SEC DOCUMENTS"). CSI Reports." As of their respective dates, the Parent SEC Documents complied CSI Reports (including, without limitation, any financial statement or schedules included or incorporated by reference 7 therein) (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the respective rules and regulations of the SEC thereunder applicable to such Parent SEC Documentsthereunder, and as of their respective filing dates, none of the Parent SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited 1996 and 1997 consolidated financial statements and unaudited interim financial statements of Parent CSI included in or incorporated by reference into the Parent SEC Documents CSI Reports (collectivelyincluding the related notes and schedules) present fairly, the "PARENT FINANCIAL STATEMENTS") were prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present in all material respects the consolidated financial position of Parent CSI and its Subsidiaries as of December 31, 1997 and 1996 and the respective dates thereof or the consolidated results of their operations and their cash flows for the respective periods then ended, as the case may be, subjectsuch fiscal periods, in conformity with generally accepted accounting principles ("GAAP"), consistently applied during the case of unaudited interim financial statementsperiods involved. Except as and to the extent set forth on the CSI Balance Sheet, to normalincluding all notes thereto, recurring adjustments which are not material or as set forth in the aggregate. Since June 30CSI Reports or the CSI Disclosure Schedule, 1999 and until neither CSI nor any of its Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required to be reflected on, or reserved against in, a consolidated balance sheet of CSI, prepared in accordance with GAAP, consistently applied, except liabilities arising in the ordinary course of business since such date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure not reasonably be expected to have, individually or in the Parent's Financial Statements under GAAPtheaggregate, a CSI Material Adverse Effect.

SEC Documents. The Parent has made available to the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 timely filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC all required documents since January 1, 1993, and will timely file all required Parent SEC Documents between the date hereof and the Effective Time (collectivelyall such documents, the "PARENT Parent SEC DOCUMENTSDocuments"). As of their respective dates, the Parent SEC Documents complied or will comply in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documentsand, and as of their respective filing dates, none of the Parent SEC Documents contained or will contain any untrue statement of a material fact or omitted or will 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. The audited consolidated financial statements and unaudited interim financial statements of the Parent included or to be included in the Parent SEC Documents (collectivelycomply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, the "PARENT FINANCIAL STATEMENTS") were have been prepared in accordance with GAAP generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Qthereto) and fairly present in all material respects the consolidated financial position of the Parent and its consolidated Subsidiaries as of at the respective dates thereof or and the consolidated results of their operations and statements of cash flows for the respective periods then ended, as the case may be, ended (subject, in the case of unaudited interim financial statements, to normal, recurring normal year- end audit adjustments which are not material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPto any other adjustments described therein).

SEC Documents. (i) Parent has furnished or made available to the Company a true correct and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Prospectus, dated May 14, 1999, Parent's initial public offering, Quarterly Reports on Form 10-Q for as filed with the quarter SEC with respect to the fiscal quarters ended June 30April 30 and July 31, 1999 1999, Parent's Form 8-K as filed with the SEC on December 21, 1999, the Form 10-Q and each report, schedule, registration statement and definitive proxy statement filed by Parent with the Securities and Exchange Commission (SEC on or after the "SEC"), and date of filing of the Form 810-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Q which are all the documents (other than preliminary material) that Parent was required to file (or otherwise did file) with the SEC in accordance with Sections 13, 14 and 15(d) of the Exchange Act on or after the date of filing with the SEC of the Form 10-Q (collectively, the "PARENT Parent SEC DOCUMENTSDocuments"). As of their respective filing dates, the Parent SEC Documents complied or in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may beof registration statements, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and as of their respective filing dateseffective times, none of the Parent SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omitted to state a 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. The audited consolidated financial statements , and unaudited interim financial statements of Parent included in the Parent SEC Documents (collectivelycomplied when filed, the "PARENT FINANCIAL STATEMENTS") were prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements case of registration statements, as permitted by Form 10-Q) and fairly present of their respective effective times, in all material respects with the financial position of Parent as then applicable requirements of the respective dates thereof Securities Act or the results of operations and cash flows for the respective periods then endedExchange Act, as the case may be, subject, and the rules and regulations promulgated by the SEC thereunder. (ii) The financial statements (including the notes thereto) of Parent included in the case Form 10-Q for the fiscal quarter then ended, complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of unaudited interim financial statementsthe SEC with respect thereto, to normal, recurring adjustments which are not material were prepared in accordance with GAAP during the periods involved (except as may have been indicated in the aggregate. Since June 30notes thereto) and fairly present the financial position of Parent as at the dates thereof and the results of their operations, 1999 stockholders' equity and until cash flows for the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPperiod then ended.

SEC Documents. (a) Since October 31, 2015, Parent has made available filed with, or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, forms, statements, schedules, certifications and other documents required to be filed with or furnished to, as applicable, the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement SEC by Parent (including together with all exhibits thereto) relating to Parent's initial public offeringand schedules thereto and all information incorporated therein by reference, Form 10-Q for the quarter ended June 30, 1999 filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC (collectively, the "PARENT “Parent SEC DOCUMENTS"Documents”). As of their respective dates, or if amended, as of the date of the last such amendment, the Parent SEC Documents (i) complied in all material respects with the requirements of the Securities Act or the Exchange Actof 1933, as amended, the case may beSecurities Exchange Act of 1934, as amended, and the rules and regulations S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended (to the SEC thereunder applicable to such Parent SEC Documentsextent then applicable), and as of their respective filing dates, none of the Parent SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a 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. The audited misleading in any material respect. (b) Each of the consolidated financial statements and unaudited interim financial statements of Parent included (including, in each case, any related notes thereto) contained in the Parent SEC Documents (collectively, the "PARENT FINANCIAL STATEMENTS"i) were was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Qthereto) and (ii) fairly present presents in all material respects respects, as applicable, the consolidated financial position of Parent and its Subsidiaries as of the respective dates thereof or and the consolidated results of Parent’s and its Subsidiaries’ operations and cash flows for the respective periods then ended, as the case may be, subjectindicated (except, in the case of each of sub-clauses (i) and (ii), that Parent’s unaudited interim financial statements were subject to normal year-end and quarter-end adjustments, and subject to the absence of footnotes in such unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAP).

SEC Documents. Parent has made available The Company is obligated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") to file reports pursuant to Sections 13 and 15(d) thereof (all such reports filed or required to be filed by the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (Company, including all exhibits thereto) relating to Parent's initial public offeringthereto or incorporated therein by reference, Form 10-Q for the quarter ended June 30, 1999 and all documents filed by Parent with the Company under the Securities and Exchange Commission (Act are hereinafter called the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC (collectively, the "PARENT SEC DOCUMENTSDocuments"). As of their respective dates, The Company has filed all reports or other documents required to be filed under the Parent Exchange Act. All SEC Documents complied filed by the Company (i) were prepared in all material respects in accordance with the requirements of the Exchange Act and the Securities Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the Exchange Actdate hereof, as then on the case may be, and the rules and regulations date of the SEC thereunder applicable to such Parent SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents contained filing) contain any untrue statement of a material fact or omitted omit to state a 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. The audited consolidated financial statements Company has previously delivered or made available (including via the SEC's ▇▇▇▇▇ filing system) to the Purchaser a correct and unaudited interim financial statements complete copy of Parent included in each report which the Parent SEC Documents Company filed with the Securities and Exchange Commission (collectively, the "PARENT FINANCIAL STATEMENTSSEC" or the "Commission") were prepared in accordance with GAAP under the Exchange Act for any period ending on or after December 31, 2003 (except as may be indicated therein the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports). All of the information about the Company or its Subsidiaries which has been disclosed to the Purchasers herein or in the notes thereto course of discussions and except negotiations with respect hereto which is material to unaudited statements as permitted by Form 10-Q) and fairly present in all material respects the financial position of Parent as of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, subject, Company has been disclosed in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPRecent Reports.

SEC Documents. Parent has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since January 1, 2006. Parent has made available to the Company a true all such registration statements, prospectuses, reports, schedules, forms, statements and complete copy of Amendment Noother documents in the form filed with the SEC. 7 to Parent's S-1 Registration Statement All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including all exhibits theretothose that Parent may file subsequent to the date hereof until the Effective Time) relating are referred to Parent's initial public offering, Form 10-Q for herein as the quarter ended June 30, 1999 filed by “Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC (collectively, the "PARENT SEC DOCUMENTS"). Reports.” As of their respective dates, the Parent SEC Documents Reports (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC DocumentsReports, and as (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of their respective filing dates, none this Agreement then on the date of the Parent SEC Documents contained such filing) contain any untrue statement of a material fact or omitted omit to state a 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. The audited consolidated financial statements and unaudited interim financial statements None of Parent included in Parent’s subsidiaries is required to file any forms, reports or other documents with the Parent SEC Documents (collectively, the "PARENT FINANCIAL STATEMENTS") were prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present in all material respects the financial position of Parent as of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPSEC.

SEC Documents. Parent has made available to the Company a true and complete copy of Amendment No. 7 each statement, report, registration statement (with the prospectus in the form filed pursuant to Parent's S-1 Registration Statement (including all exhibits theretoRule 424(b) relating to Parent's initial public offeringof the Securities Act), Form 10-Q for definitive proxy statement, and other filing filed with the quarter ended June 30, 1999 filed SEC by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on since June 1023, 1999, June 25and, 1999 prior to the Effective Time, Parent will have made available Company with true and August 10, 1999 by Parent complete copies of any additional documents filed with the SEC by Parent prior to the Effective Time (collectively, the "PARENT Parent SEC DOCUMENTSDocuments"). All documents required to be filed as exhibits to the Parent SEC Documents have been so filed, and all material contracts so filed as exhibits are in full force and effect, except those which have expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder where default would not reasonably be expected to have a Material Adverse Effect on Parent. As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed Parent SEC Document. The audited consolidated financial statements and unaudited interim financial statements of Parent Parent, including the notes thereto, included in the Parent SEC Documents (collectively, the "PARENT FINANCIAL STATEMENTSParent Financial Statements") were complete and correct in all material respects as of their respective dates, complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto as of their respective dates, and have been prepared in accordance with GAAP applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated therein or in the notes thereto and except with respect to or, in the case of unaudited statements included in Quarterly Reports on Form 10-Qs, as permitted by Form 10-Q) and Q of the SEC). The Parent Financial Statements fairly present in all material respects the consolidated financial position condition and operating results of Parent as of and its subsidiaries at the respective dates thereof or and during the results of operations and cash flows for the respective periods then ended, as the case may be, indicated therein (subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPyear-end adjustments).

SEC Documents. Parent has made available to the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent timely with the SEC all forms, registration statements, reports, schedules and statements required to be filed by it under the Exchange Act or the Securities Act (all such documents, collectively, the "PARENT “Parent SEC DOCUMENTS"Documents”). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such The Parent SEC Documents, including, without limitation, any audited or unaudited financial statements and as any notes thereto or schedules included therein (the “Parent Financial Statements”), at the time filed (in the case of their respective filing datesregistration statements, none solely on the dates of effectiveness), except to the extent corrected by a subsequently filed Parent SEC Documents contained Document filed prior to the date hereof, (i) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (in the case of any prospectus, in the light of the circumstances under which they were made, ) not misleading. The audited consolidated financial statements , (ii) complied as to form in all material respects with the applicable requirements of the Exchange Act and unaudited interim financial statements of Parent included the Securities Act, as applicable, (iii) in the case of the Parent Financial Statements, complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Documents with respect thereto, (collectivelyiv) in the case of the Parent Financial Statements, the "PARENT FINANCIAL STATEMENTS") were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to or, in the case of unaudited statements statements, as permitted by Form 10-QQ promulgated under the Exchange Act) and (v) in the case of the Parent Financial Statements, fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Parent and its Subsidiaries as of the respective dates thereof or and the consolidated results of its operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAP.

SEC Documents. (a) Parent has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since January 1, 2005. Parent has made available to the Company a true all such registration statements, prospectuses, reports, schedules, forms, statements and complete copy of Amendment Noother documents in the form filed with the SEC. 7 to Parent's S-1 Registration Statement All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including all exhibits theretothose that Parent may file subsequent to the date hereof until the Effective Time) relating are referred to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC (collectively, herein as the "PARENT SEC DOCUMENTS"). REPORTS." As of their respective dates, the Parent SEC Documents Reports (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, Reports and as (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of their respective filing dates, none this Agreement then on the date of the Parent SEC Documents contained such filing) contain any untrue statement of a material fact or omitted omit to state a 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. The audited consolidated financial statements None of Parent's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Parent has established and unaudited interim financial statements of Parent included maintains the disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act) as are described in the Parent SEC Documents (collectively, the "PARENT FINANCIAL STATEMENTS") were prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present in all material respects the financial position of Parent as of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPReports.

SEC Documents. Parent has made available to the Company a true As of their respective filing dates, each report, statement and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 other filing filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC by Acquiror since March 31, 2002 (collectively, the "PARENT “Acquiror SEC DOCUMENTS"). As of their respective dates, the Parent SEC Documents Documents”) complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Securities Act, as the case may beapplicable, and the rules and regulations none of the Acquiror SEC thereunder applicable to such Parent SEC Documents, and Documents as of their respective filing dates, none of the Parent SEC Documents dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected by an Acquiror SEC Document filed subsequently (but prior to the date hereof). The audited consolidated financial statements and unaudited interim Except as set forth in any Acquiror SEC Document, the financial statements of Parent Acquiror, including the notes thereto, included in the Parent most recent annual report on Form 10-K and each subsequent quarterly report on Form 10-Q, in each case as amended, if applicable, included in the Acquiror SEC Documents (collectivelythe “Acquiror Financial Statements”) (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto as of their respective dates, the "PARENT FINANCIAL STATEMENTS"(ii) were have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may otherwise be indicated therein or in the notes thereto and except with respect to or, in the case of unaudited statements statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act), and (iii) and present fairly present in all material respects the consolidated financial position of Parent as of the respective dates thereof or the condition and results of operations and cash flows of Acquiror as of the dates, and for the respective periods then endedperiods, as the case may be, indicated therein (subject, in the case of unaudited interim period financial statements, to normal, normal recurring adjustments which are not material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPyear-end audit adjustments).

SEC Documents. Parent has made available IMARK is a corporation subject to the Company a true reporting requirements of the Securities Exchange Act of 1934 (▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇"). ▇▇ARK has filed all required reports, schedules, forms, statements, and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent other documents with the Securities and Exchange Commission since July 1, 1994 (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC (collectively, the "PARENT SEC DOCUMENTSDocuments"). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder applicable to such Parent SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a 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. The audited consolidated financial statements and unaudited interim financial statements of Parent IMARK included in the Parent SEC Documents (collectivelycomply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, the "PARENT FINANCIAL STATEMENTS") were have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, as permitted by SEC Form 10-Q) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Qthereto) and fairly present in all material respects the financial position of Parent IMARK as of the respective dates date thereof or the results and its statements of operations operations, changes in shareholders' equity and cash flows for the respective periods then ended, as the case may be, ended (subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material normal year-end audit adjustments). Except as set forth in the aggregate. Since June 30SEC Documents, 1999 and until the date to IMARK's knowledge, IMARK does not have any liabilities or obligations of this Plan any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of Merger, there has been no material change in Parent's accounting policies which would require disclosure IMARK or in the Parent's Financial Statements under GAAPnotes thereto, other than liabilities and obligations incurred in the ordinary course of business consistent with the past practice and experience since March 31, 1998.

SEC Documents. Parent has made available to the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement each registration statement, report, proxy statement or information statement (including all exhibits theretoother than preliminary materials) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent with the Securities SEC since January 1, 2000, each in the form (including exhibits and Exchange Commission (the "SEC"), and the Form 8-K's any amendments thereto) filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC prior to the date hereof (collectively, the "PARENT SEC DOCUMENTSParent Reports"), and Parent has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, the Parent SEC Documents complied Reports (i) were prepared in all material respects accordance with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, and the rules and regulations of thereunder and complied with the SEC thereunder then applicable to such Parent SEC Documents, accounting requirements and as of their respective filing dates, none of the Parent SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. The audited Each of the consolidated financial statements and unaudited interim financial statements of Parent balance sheets included in or incorporated by reference into the Parent SEC Documents Reports (collectively, including the "PARENT FINANCIAL STATEMENTS"related notes and schedules) were prepared in accordance with GAAP (except as may be indicated therein or in fairly presents the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present in all material respects the consolidated financial position of Parent and its Subsidiaries as of its date and each of the respective dates thereof consolidated statements of operations, cash flows and stockholders' equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents the results of operations and operations, cash flows for the respective periods then endedor changes in stockholders' equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normalsuch exceptions as may be permitted by Form 10-Q of the SEC), recurring adjustments which are not material in each case in accordance with generally accepted accounting principles consistently applied during the aggregate. Since June 30periods involved, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPexcept as may be noted therein.

SEC Documents. Parent has made available to the Company furnished ▇▇▇▇▇▇▇▇ with a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offeringeach report, Form 10-Q for the quarter ended June 30schedule, 1999 registration statement and definitive proxy statement filed by Parent with the SEC since inception (as such documents have since the time of their filing been amended, the "Parent SEC Documents") and since that date, Parent has filed with the SEC all documents required to be filed pursuant to Section 13(a) of the Securities and Exchange Commission Act of 1934, as amended (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC (collectively, the "PARENT SEC DOCUMENTSExchange Act"). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted 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. The audited consolidated financial statements and unaudited interim financial statements of Parent included in the Parent SEC Documents (collectivelycomply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, are accurate and in accordance with the "PARENT FINANCIAL STATEMENTS") were books and records of Parent, have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to or, in the case of the unaudited statements statements, as permitted by Form 10-QQSB of the SEC) and fairly present (subject, in all material respects the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of Parent as of at the respective dates thereof or and the consolidated results of its operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAP.

SEC Documents. Parent 3.7.1. CSI has made available to the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (furnished RP with each registration statement, Quarterly Report on Form 10-QSB, Report on Form 8-KSB, report, proxy statement or information statement, including all exhibits thereto, prepared by CSI since September 18, 1997, including, without limitation, (a) relating to Parentits Annual Report on Form 10- KSB for its fiscal year ended December 31, 1997 (the "CSI Balance Sheet Date") which includes the consolidated balance sheets of CSI and its Subsidiaries (the "CSI Balance Sheet") as of such date (the "CSI Balance Sheet Date") and CSI's initial public offering, Quarterly Reports on Form 10-Q QSB, and Reports on Form 8-K filed since the filing of such Annual Report and (b) its proxy statement for its annual meeting of Stockholders held on May 9, 1998, each of (a) and (b) in the quarter ended June 30, 1999 form (including exhibits and any amendments thereto) filed by Parent with the Securities and Exchange Commission (the "SEC"), ) and the Form 8-K's filed on June 10, 1999, June 25, 1999 items in (a) and August 10, 1999 by Parent with the SEC (collectivelyb), the "PARENT SEC DOCUMENTS"). CSI Reports." As of their respective dates, the Parent SEC Documents complied CSI Reports (including, without limitation, any financial statement or schedules included or incorporated by reference therein) (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the respective rules and regulations of the SEC thereunder applicable to such Parent SEC Documentsthereunder, and as of their respective filing dates, none of the Parent SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited 1996 and 1997 consolidated financial statements and unaudited interim financial statements of Parent CSI included in or incorporated by reference into the Parent SEC Documents CSI Reports (collectivelyincluding the related notes and schedules) present fairly, the "PARENT FINANCIAL STATEMENTS") were prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present in all material respects the consolidated financial position of Parent CSI and its Subsidiaries as of December 31, 1997 and 1996 and the respective dates thereof or the consolidated results of their operations and their cash flows for the respective periods then ended, as the case may be, subjectsuch fiscal periods, in conformity with generally accepted accounting principles ("GAAP"), consistently applied during the case periods involved. Except as and to the extent set forth on the CSI Balance Sheet, including all notes thereto, or as set forth in the CSI Reports or the CSI Disclosure Schedule, neither CSI nor any of unaudited interim financial statementsits Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required to normalbe reflected on, recurring adjustments or reserved against in, a consolidated balance sheet of CSI, prepared in accordance with GAAP, consistently applied, except liabilities arising in the ordinary course of business since such date which are would not material reasonably be expected to have, individually or in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPa CSI Material Adverse Effect.

SEC Documents. Parent Buyer has made available delivered to the Company a Seller true and complete copy correct copies of Amendment No. 7 to ParentSeller's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offeringAnnual Report on Form 10-K for the year ended June 26, 1998, Quarterly Report on Form 10-Q for the quarter ended June 30September 25, 1999 1998 (together with the reports to be delivered by Buyer to Seller pursuant to Section 6.3, the "SEC Documents"), each as filed by Parent Buyer with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC (collectively, the "PARENT SEC DOCUMENTS"). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent the SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a 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. The audited consolidated financial statements and unaudited interim As of their respective dates, the financial statements of Parent Buyer included in the Parent SEC Documents (collectively, complied as to form in all material respects with applicable accounting requirements and the "PARENT FINANCIAL STATEMENTS") were published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with GAAP generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated therein in such financial statements or the notes thereto, or (ii) in the notes thereto and except with respect case of unaudited interim statements, to unaudited statements as permitted by Form 10-Qthe extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Parent Buyer as of the respective dates thereof or and the results of its operations and cash flows for the respective periods then ended, as the case may be, ended (subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPnormal year-end audit adjustments).

SEC Documents. Parent The Company has made available to furnished the Company a Placement Agent with true and complete copy copies of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for documents that the quarter ended June 30, 1999 Company has filed by Parent with the Securities and Exchange Commission since January 1, 1995 (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC (collectively, the "PARENT SEC DOCUMENTSDocuments"). As of their respective filing dates, except as amended by filings with the Parent Commission, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act or of 1934, as amended (the "Exchange Act"), as applicable, were complete and correct in all material respects as of the case may bedates at which the information was furnished, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and contained (as of their respective filing such dates, none of the Parent SEC Documents contained any ) no untrue statement of a material fact or nor omitted 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. The audited consolidated financial statements and unaudited interim financial statements of Parent the Company included in the Parent SEC Documents (collectively, the "PARENT FINANCIAL STATEMENTSFinancial Statements") were comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to or, in the case of unaudited statements statements, as permitted by Form 10-Qthe rules and regulations of the Commission) and fairly present in all material respects the consolidated financial position of Parent the Company as of the respective dates thereof or and the consolidated results of its operations and cash flows changes in its financial position for the respective periods then ended, as the case may be, ended (subject, in the case of unaudited interim financial statements, to normalnormal recurring audit adjustments, recurring adjustments which provided that the notes and accounts receivable are collectible in the amounts shown less any reserve shown thereon and inventories are not subject to write-down, except in either case in an amount not material). The information contained in this Agreement and the SEC Documents is true, complete and correct in all material in respects and does not contain any untrue statement of a material fact or omit to state any material fact required to be stated herein or therein or necessary to make the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPstatements herein or therein not misleading.

SEC Documents. Parent The Company has made available filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the three years preceding the date hereof (or such shorter period as the Company a true and complete copy of Amendment No. 7 was required by law to Parent's S-1 Registration Statement (including all exhibits theretofile such material) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC (collectively, foregoing materials being collectively referred to herein as the "PARENT SEC DOCUMENTS")) on a timely basis, or has received a valid extension of such time of filing. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC thereunder applicable to such Parent Commission promulgated thereunder, and none of the SEC Documents, and as of their respective filing dateswhen filed, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a 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. The audited consolidated financial statements and unaudited interim financial statements of Parent the Company included in the Parent SEC Documents (collectively, comply as to form in all material respects with applicable accounting requirements and the "PARENT FINANCIAL STATEMENTS") were published rules and regulations of the Commission with respect thereto. Such financial statements have been prepared in accordance with GAAP (generally accepted accounting principles applied on a consistent basis during the periods involved, except as may be otherwise indicated therein in such financial statements or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) thereto, and fairly present in all material respects the financial position of Parent the Company and its consolidated subsidiaries as of and for the respective dates thereof or and the results of operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregatenormal year-end audit adjustments. Since June 30, 1999 and until the date of this Plan of Mergerthe financial statements included in the Company's last filed Quarterly Report on Form 10-Q, there has been no material change event, occurrence or development that has had a Material Adverse Effect which is not specifically disclosed in Parent's accounting policies which would require disclosure in any of the Parent's Financial Statements under GAAPDisclosure Materials.

SEC Documents. Parent has made available to the Company a true filed all required forms, reports and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent documents with the SEC since August 6, 1996 (collectively, the "PARENT Parent SEC DOCUMENTSReports"), all of which were prepared in accordance with the applicable requirements of the Securities Laws. As of their respective dates, the Parent SEC Documents Reports (a) complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, Laws and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents contained (b) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited Each of the consolidated financial statements and unaudited interim financial statements balance sheets of Parent included in or incorporated by reference into the Parent SEC Documents Reports (collectively, including the "PARENT FINANCIAL STATEMENTS"related notes and schedules) were prepared in accordance with GAAP (except as may be indicated therein or in fairly presents the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present in all material respects the consolidated financial position of Parent and the Parent Subsidiaries as of its date and each of the respective dates thereof consolidated statements of income, retained earnings and cash flows of Parent included in or incorporated by reference into the Parent SEC Reports (including any related notes and schedules) fairly presents the results of operations and operations, retained earnings or cash flows for the respective periods then endedflows, as the case may be, of Parent and the Parent Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normal, recurring normal year-end audit adjustments which are that would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the aggregate. Since June 30periods involved, 1999 except as may be noted therein and until the date of this Plan of Mergerexcept, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPcase of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Act.

SEC Documents. Parent has made available The Company hereby makes reference to the following documents filed by the Company a true with the Commission, which are available for review on the Commission’s website, ▇▇▇.▇▇▇.▇▇▇ (collectively, the “SEC Documents”): (a) the Annual Report; and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits theretob) relating to Parent's initial public offering, the Company’s Quarterly Report on Form 10-Q for the quarter period ended June September 30, 1999 filed by Parent with the Securities 2014; and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC (collectively, the "PARENT SEC DOCUMENTS")any amendments thereto. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations none of the SEC thereunder applicable to such Parent SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents contained any an untrue statement of a material fact or omitted 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. The audited consolidated financial statements and unaudited interim financial statements of Parent the Company included in the Parent SEC Documents (collectivelycomply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, the "PARENT FINANCIAL STATEMENTS") were have been prepared in accordance with GAAP generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the applicable form under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Qthereto) and fairly present in all material respects the financial position of Parent the Company as of the respective dates thereof or the results and its consolidated statements of operations operations, stockholders’ equity and cash flows for the respective periods then ended, as the case may be, ended (subject, in the case of unaudited interim financial statements, to normal, normal and recurring year-end audit adjustments which were and are not expected to have a material in adverse effect on the aggregateCompany, its business, financial condition or results of operations). Since June 30Except as and to the extent set forth on the balance sheet of the Company as of December 31, 1999 2014, including the notes thereto, the Company has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPwhether required to be reflected on a balance sheet or not).

SEC Documents. Since August 1, 2004, Parent has made available to the Company a true filed all required reports, schedules, forms, statements and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent other documents with the SEC (collectively, such documents being referred to herein collectively as the "PARENT “Parent SEC DOCUMENTS"Documents”). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act Act, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such the Parent SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a 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. The audited consolidated financial statements and unaudited interim financial statements of Parent included in the Parent SEC Documents (collectivelyDocuments, as of their respective dates, complied in all material respects with applicable accounting requirements and the "PARENT FINANCIAL STATEMENTS") published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10 Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Qthereto) and fairly present in all material respects the financial position of Parent and its consolidated subsidiaries as of the respective dates thereof or and the results of its operations and cash flows for the respective periods then ended, as the case may be, ended (subject, in the case of unaudited interim financial statements, to normalnormal year end audit adjustments and other adjustments described therein). No Parent Material Adverse Change has occurred subsequent to May 10, recurring adjustments which are not material in the aggregate. Since June 30, 1999 2005 and until prior to the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPAgreement.

SEC Documents. Parent The Partnership has made available to the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 timely filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC all forms, registration statements, reports, schedules and statements required to be filed by it under the Exchange Act or the Securities Act (all such documents filed on or prior to the date of this Agreement but after January 1, 2017, but specifically excluding any documents “furnished”, collectively, the "PARENT “SEC DOCUMENTS"Documents”). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent The SEC Documents, including any audited or unaudited financial statements and as of their respective filing datesany notes thereto or schedules included therein (the “Partnership Financial Statements”), none at the time filed (in the case of the Parent registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Partnership SEC Documents contained Document filed prior to the date of this Agreement) (i) did not contain any untrue statement of a material fact or omitted omit to state a 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. The audited consolidated financial statements and unaudited interim financial statements of Parent included in the Parent SEC Documents , (collectively, the "PARENT FINANCIAL STATEMENTS"ii) were prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present complied in all material respects with the financial position of Parent as applicable requirements of the respective dates thereof or Exchange Act and the results of operations and cash flows for the respective periods then endedSecurities Act, as the case may be, subjectand (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The Partnership Financial Statements were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present (subject in the case of unaudited statements to normal, recurring adjustments which are not and year-end audit adjustments) in all material in respects the aggregate. Since June 30, 1999 consolidated financial position and until status of the date business of this Plan the Partnership as of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPdates thereof and the consolidated results of its operations and cash flows for the periods then ended.

SEC Documents. Parent The Company has delivered or made available to the Company a Investor true and complete copy copies of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC (collectively, Documents on file as of the "PARENT SEC DOCUMENTS")date hereof. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the other federal, state and local laws, rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a 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. The audited consolidated financial statements and unaudited interim financial statements of Parent the Company included in the Parent SEC Documents (collectively, comply as to form and substance in all material respects with applicable accounting requirements and the "PARENT FINANCIAL STATEMENTS") were published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except (a) as may be otherwise indicated therein in such financial statements or in the notes thereto and except with respect or (b) in the case of unaudited interim statements, to unaudited statements as permitted by Form 10-Qthe extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Parent the Company as of the respective dates thereof or and the results of operations and cash flows for the respective periods then ended, as the case may be, ended (subject, in the case of unaudited interim financial statements, to normalnormal year-end audit adjustments). The Registration Statement covers the issuance of the Put Shares. The Registration Statement covering the issuance of the Put Shares was declared effective on February 14, recurring adjustments which are not material in 2007 by the aggregate. Since June 30Commission and neither the Commission nor any state regulatory authority has issued, 1999 and until or threatened to issue, any order preventing or suspending the date use of this Plan of Mergerthe Registration Statement or the prospectus contained therein or has instituted or, there has been no material change in Parent's accounting policies which would require disclosure in to the Parent's Financial Statements under GAAPCompany’s knowledge, threatened to institute any proceedings with respect to such an order.

SEC Documents. Parent (a) The Company has filed and made available to the Company a Acquiror true and complete copy copies of Amendment No. 7 each registration statement, proxy or information statement, form, report and other document required to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 be filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent Company or any of its Subsidiaries with the SEC or any securities regulatory authority in Canada since January 1, 1995 (collectively, the "PARENT Company SEC DOCUMENTSReports"). As of their ------------------- respective dates, the Parent Company SEC Documents complied Reports (i) complied, or, with respect to those not yet filed, will comply, in all material respects with the applicable requirements of the Securities Act or and the Exchange ActAct or any applicable Canadian law, as the case may berule or regulation, and the rules and regulations of the SEC thereunder applicable (ii) did not, or, with respect to such Parent SEC Documentsthose not yet filed, and as of their respective filing dateswill not, none of the Parent SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited Company has filed each registration statement, proxy or information statement, form, report and other documents required to be filed by the Company or any of its subsidiaries with any foreign governmental agency equivalent to, or of like purpose as, the SEC, except as would not have a Material Adverse Effect. (b) Each of the consolidated financial statements and unaudited interim financial statements balance sheets of Parent the Company included in or incorporated by reference into the Parent Company SEC Documents Reports (collectivelyincluding the related notes and schedules) presents fairly, the "PARENT FINANCIAL STATEMENTS") were prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present in all material respects respects, the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of its date, and each of the respective dates thereof consolidated statements of income, retained earnings and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) presents fairly, in all material respects, the results of operations and operations, retained earnings or cash flows for the respective periods then endedflows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normalnormal year-end audit adjustments), recurring adjustments in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. (c) Except as set forth in Section 3.8(c) of the Company Disclosure Schedule and except as set forth in the Company SEC Reports, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of the Company or in the notes thereto, prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company as of October 3, 1998, (ii) liabilities or obligations arising in the ordinary course of business (including trade indebtedness) since October 3, 1998 and (iii) liabilities or obligations which are not material would not, individually or in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPhave a Material Adverse Effect.

SEC Documents. (a) Parent has filed or furnished all reports, schedules, forms, proxy statements, prospectuses, registration statements and other documents required to be filed or furnished by it with the SEC since January 1, 2019, and Parent has made available to the Company a true (including through the SEC’s ▇▇▇▇▇ database) true, correct and complete copy copies of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC such documents (collectively, the "PARENT “Parent’s SEC DOCUMENTS"Documents”). As of their respective datesdates (or, if amended or supplemented, as of the Parent date of the most recent amendment or supplement), each of Parent’s SEC Documents complied in all material respects with the applicable requirements of the Securities Exchange Act or of 1934, as amended (the “Exchange Act”), as the case may beSecurities Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and the any rules and regulations promulgated thereunder, and none of the SEC thereunder applicable to such Parent Parent’s SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted 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. The audited . (b) Each of the consolidated financial statements and unaudited interim financial statements of Parent included (including, in the Parent each case, any notes thereto) contained in Parent’s SEC Documents (collectively, the "PARENT FINANCIAL STATEMENTS"“Parent Financial Statements”) were was prepared in accordance with GAAP throughout the periods indicated (except as may be indicated therein or in the notes thereto and except that financial statements included with respect interim reports do not contain all notes to unaudited statements as permitted by Form 10-Qsuch financial statements) and each fairly present presented in all material respects the consolidated financial position position, results of operations and changes in stockholders’ equity and cash flows of Parent and its consolidated subsidiaries as of at the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, indicated therein (subject, in the case of unaudited interim financial statements, to normal, recurring normal year-end adjustments which are not material expected, individually or in the aggregate, to be material). (c) Each of Parent and its Subsidiaries maintains systems of internal accounting and financial reporting controls that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that each of Parent and its Subsidiaries maintains records that in reasonable detail accurately and fairly reflect, in all material respects, such member’s transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and such party’s board of directors or equivalent governing body; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of such member’s assets that could have a material effect on the Parent Financial Statements. Since June 30Parent has no Knowledge of any fraud or whistle-blower allegations, 1999 and until the date of this Plan of Mergerwhether or not material, there has been no material change in Parent's accounting policies which would require disclosure that involve management or other employees or consultants who have or had a significant role in the Parent's Financial Statements under GAAPinternal control over financial reporting of Parent or any of its Subsidiaries.

SEC Documents. PARENT FINANCIAL STATEMENTS. Parent has furnished or made available to the Company a true and complete copy copies of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 reports or registration statements filed by Parent it with the U. S. Securities and Exchange Commission (the "SEC")) under the Securities Exchange Act of 1934, and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC as amended (collectively, the "PARENT Exchange Act") for all periods since January 1, 1998, all in the form so filed (all the foregoing being collectively referred to as the "SEC DOCUMENTSDocuments"). As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under in which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SEC. The audited consolidated financial statements and unaudited interim financial statements of Parent Parent, including the notes thereto, included in the Parent SEC Documents (collectively, the "PARENT FINANCIAL STATEMENTSParent Financial Statements") were comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP consistently applied (except as may be indicated therein or in the notes thereto and except with respect to or, in the case of unaudited statements statements, as permitted by Form 10-QQ of the SEC) and present fairly present in all material respects the consolidated financial position of Parent as of at the respective dates thereof or and the consolidated results of its operations and cash flows for the respective periods then ended, as the case may be, ended (subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregatenormal audit adjustments). Since June 30, 1999 and until the date of this Plan of Merger, there There has been no material change in Parent's Parent accounting policies which would require disclosure except as described in the Parent's notes to the Parent Financial Statements under GAAPStatements.

SEC Documents. Parent 3.7.1. CSI has made available to the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (furnished RP with each registration statement, Quarterly Report on Form 10-QSB, Report on Form 8-KSB, report, proxy statement or information statement, including all exhibits thereto, prepared by CSI since September 18, 1997, including, without limitation, (a) relating to Parent's initial public offering, its Annual Report on Form 10-Q KSB for its fiscal year ended December 31, 1997 (the quarter ended June 30"CSI Balance Sheet Date") which includes the consolidated balance sheets of CSI and its Subsidiaries (the "CSI Balance Sheet") as of such date (the "CSI Balance Sheet Date") and CSI's Quarterly Reports on Form 10-QSB, 1999 and Reports on Form 8-K filed by Parent since the filing of such Annual Report and (b) its proxy statement for its annual meeting of Stockholders held on May 9, 1998, each of (a) and (b) in the form (including exhibits and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC"), ) and the Form 8-K's filed on June 10, 1999, June 25, 1999 items in (a) and August 10, 1999 by Parent with the SEC (collectivelyb), the "PARENT SEC DOCUMENTS"). CSI Reports." As of their respective dates, the Parent SEC Documents complied CSI Reports (including, without limitation, any financial statement or schedules included or incorporated by reference therein) (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the respective rules and regulations of the SEC thereunder applicable to such Parent SEC Documentsthereunder, and as of their respective filing dates, none of the Parent SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited 1996 and 1997 consolidated financial statements and unaudited interim financial statements of Parent CSI included in or incorporated by reference into the Parent SEC Documents CSI Reports (collectivelyincluding the related notes and schedules) present fairly, the "PARENT FINANCIAL STATEMENTS") were prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present in all material respects the consolidated financial position of Parent CSI and its Subsidiaries as of December 31, 1997 and 1996 and the respective dates thereof or the consolidated results of their operations and their cash flows for the respective periods then ended, as the case may be, subjectsuch fiscal periods, in conformity with generally accepted accounting principles ("GAAP"), consistently applied during the case periods involved. Except as and to the extent set forth on the CSI Balance Sheet, including all notes thereto, or as set forth in the CSI Reports or the CSI Disclosure Schedule, neither CSI nor any of unaudited interim financial statementsits Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required to normalbe reflected on, recurring adjustments or reserved against in, a consolidated balance sheet of CSI, prepared in accordance with GAAP, consistently applied, except liabilities arising in the ordinary course of business since such date which are would not material reasonably be expected to have, individually or in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPa CSI Material Adverse Effect.

SEC Documents. Parent has made available to the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits theretoa) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC (collectively, the "PARENT SEC DOCUMENTS"). As of their respective dates, or, if amended, as of the date of the last such amendment, each registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the Exchange Act) of Parent SEC Documents prepared by Parent since January 1, 1998, in the form (including exhibits and any amendments thereto) filed with the SEC, (collectively, the "Parent Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, Reports and as of their respective filing dates, none of (ii) at the Parent SEC Documents contained time they were filed did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Parent and each of the Parent Subsidiaries as of its date, and each of the consolidated statements of operations, stockholders' equity and cash flows included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects the financial position, results of operations and cash flows, as the case may be, of Parent and each of the Parent Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not reasonably likely to be material in amount or effect, and the absence of footnotes), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. (b) Except as and to the extent set forth on the balance sheet of Parent as of September 30, 1999, including the notes thereto (the "Parent ------ Balance Sheet"), Parent has no material liability or obligation of any nature ------------- (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet, or in the notes thereto, prepared in accordance with GAAP, except for liabilities and obligations (i) disclosed in any Parent Report and Parent Mailing (as defined hereafter) filed since September 30, 1999 and prior to the date of this Agreement, (ii) incurred since September 30, 1999 in the ordinary course of business, (iii) incurred pursuant to this Agreement or (iv) liabilities or obligations which individually and in the aggregate, would not have a Parent Material Adverse Effect. (c) Parent will deliver to the Company as soon as they become available true and complete copies of any report, registration statement or statement mailed by it to its securityholders generally (the "Parent Mailings") --------------- subsequent to the date hereof and prior to the Effective Time. As of their respective dates, such Parent Mailings (excluding any information therein provided by the Company, as to which Parent makes no representation) 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 are made, not misleading. The audited consolidated financial statements misleading and unaudited interim financial statements of Parent included in the Parent SEC Documents (collectively, the "PARENT FINANCIAL STATEMENTS") were prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present will comply in all material respects the financial position with all applicable requirements of Parent as of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPlaw.

SEC Documents. Parent (a) The Company has made available timely filed with or furnished to the SEC all forms, reports, schedules, statements, prospectuses, registration statements, definitive proxy statements and other documents required to be filed by the Company a true and complete copy of Amendment No. 7 with or furnished by the Company to Parent's S-1 Registration Statement the SEC since January 1, 2023 (collectively, including all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed thereto and information incorporated by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC (collectivelyreference therein, the "PARENT “Company SEC DOCUMENTS"Documents”). As of their respective datesfiling dates (and/or as of the date of any amendment or supplement thereto), the Parent (i) each Company SEC Documents Document complied in all material respects with the requirements of the Securities Act or Act, the Exchange ActAct and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as the case may be, and the respective rules and regulations of the SEC thereunder promulgated thereunder, in each case, applicable to such Parent Company SEC Documents, Documents and (ii) as of their respective filing dates, none or, to the extent amended or supplemented prior to the date of this ​ ​ Agreement, as of the Parent date of (and giving effect to) the last amendment or supplement (and in the case of registration statements, on the date of effectiveness), the Company SEC Documents contained when filed or furnished pursuant to the Securities Act or the Exchange Act did not contain any untrue statement of a material fact or omitted omit 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; provided, however, that no representation or warranty is made by the Company with respect to information supplied by or on behalf of Parent or Merger Sub or any of their Representatives specifically for inclusion or incorporation by reference in any Company SEC Document. (b) The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) and such disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the principal executive officer and principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. (c) The audited consolidated Company has established and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act): (i) designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements and unaudited interim financial statements of Parent included in the Parent SEC Documents (collectively, the "PARENT FINANCIAL STATEMENTS") were prepared for external purposes in accordance with GAAP GAAP; (except ii) that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (iii) that provide reasonable assurance that transactions are recorded as may be indicated therein necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and the Company Board; and (iv) that provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. (d) There are no outstanding loans or other extension of credit made by the Company to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Except as disclosed in its Company SEC Documents, since January 1, 2021, neither the Company nor, to the knowledge of the Company, the Company’s independent registered public accounting firm has identified or been made aware of (i) any material deficiencies or weaknesses in the notes thereto design or operation of internal controls that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and except report financial information; (ii) any fraud, whether or not ​ ​ material, that involves management or other employees who have a role in internal controls or (iii) any claim or allegation regarding any of the foregoing. (e) The Company is not a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among the Company, 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 of Regulation S-K under the Securities 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 Company in the Company’s published financial statements or other Company SEC Documents. (f) The Company has made available to Parent accurate and complete copies of all material correspondence through the date hereof between the SEC, on the one hand, and the Company, on the other hand, including comment letters from the staff of the SEC relating to the Company SEC Documents containing unresolved comments and all written responses of the Company thereto. To the knowledge of the Company, as of the date hereof, no Company SEC Document is the subject of ongoing review, comment or investigation by the SEC. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to unaudited statements as permitted by Form 10-Q) and fairly present in all material respects the financial position of Parent as of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPany Company SEC Document.

SEC Documents. Parent (a) Transocean has timely filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2007 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to GlobalSantaFe each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement form (including all exhibits and any amendments thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent with the Securities and Exchange Commission (the "SEC"), and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC (collectively, the "PARENT SEC DOCUMENTS"“Transocean Reports”). As of their its respective datesdate, the Parent SEC Documents each Transocean Report (i) complied in all material respects in accordance with the applicable requirements of the Securities Act or each of the Exchange Act, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and other Applicable Law, as the case may be, and and, in each case, the applicable rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and as of their respective filing dates, none of the Parent SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited misleading except for such statements, if any, as have been corrected by subsequent filings with the SEC prior to the date hereof. (b) Each of the consolidated financial statements and unaudited interim financial statements of Parent balance sheets included in or incorporated by reference into the Parent SEC Documents Transocean Reports (collectively, including the "PARENT FINANCIAL STATEMENTS"related notes and schedules) were prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent Transocean and its Subsidiaries as of its date, and each of the respective dates thereof consolidated statements of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Transocean Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations and operations, cash flows for the respective periods then endedor changes in shareholders’ equity, as the case may be, subjectof Transocean and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Transocean with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Transocean with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. Ernst & Young LLP is an independent public accounting firm with respect to normalTransocean and has not resigned or been dismissed as independent public accountants of Transocean. (c) Since January 1, recurring adjustments 2004, (A) the exercise price of each Transocean Option has been no less than the Fair Market Value (as defined or determined under the terms of the respective Transocean Benefit Plan under which are not such Transocean Option was granted) of a Transocean Ordinary Share as determined on the date of grant of such Transocean Option, and (B) all grants of Transocean Options were validly issued and properly approved by the Board of Directors of Transocean (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Transocean’s financial statements referred to in Section 6.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except as, individually or in the aggregate. Since June 30, 1999 has not had and until the date of this Plan of Merger, there has been no material change would not be reasonably likely to have or result in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAPa Transocean Material Adverse Effect.