Common use of Financial Statements; Undisclosed Liabilities Clause in Contracts

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a true and complete copy of unaudited income statements of the Business for fiscal years 2019 through 2022 (the “Financial Statements”). Each of the Financial Statements fairly presents, in all material respects, the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) will fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (iii) will have been audited in accordance with the standards of the PCAOB and (iv) will contain an unqualified report of FCB’s auditors. (c) Except (i) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the Financial Statement for fiscal year 2022 of the Business, (iii) incurred in the ordinary course of business following the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities. (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Law.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain Parent’s Annual Report on Form 20-F filed with the SEC on April 5, 2018 (the “Parent 20-F”) sets forth a true and complete copy of unaudited income the consolidated audited statements of operations, cash flows and changes in equity for each of years ended December 31, 2017, December 31, 2016 and December 31, 2015 and consolidated audited balance sheets as of December 31, 2017 and as of December 31, 2016 for Parent, including the Business notes thereto and Parent’s Report on Form 6-K (“Latest Parent Quarter 6-K”) filed with the SEC on August 23, 2018 sets forth a true and correct copy of the consolidated unaudited statements of operations, cash flows and changes in equity for fiscal years 2019 through 2022 the six month periods ended June 30, 2018 and June 30, 2017 and consolidated unaudited balance sheet as of June 30, 2018 for Parent, including the notes thereto (the referenced financial statements set forth in the Parent 20-F and the Latest Parent Quarter 6-K are collectively referred to as the “Parent Financial Statements”). Each of the The Parent Financial Statements fairly presents, in all material respects, the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be have been prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated covered thereby (except as may be indicated in the notes thereto), (ii) will and present fairly present, in all material respects, respects the consolidated financial position, position of Parent as of dates indicated therein and the consolidated results of operations and cash flows of the Business as at the date thereof and Parent for the period periods indicated therein, except as otherwise specifically noted therein, (iii) will have been audited in accordance with the standards of the PCAOB and (iv) will contain an unqualified report of FCB’s auditors. (c) . Except (i) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the Parent Financial Statement for fiscal year 2022 Statements, there are no off-balance sheet arrangements that would, individually or in the aggregate, have a Parent Material Adverse Effect. Parent has not had any disagreement with its independent public accounting firm that required disclosure in the NAP SEC Reports. (b) There are no liabilities or obligations of Parent or the BusinessParent Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) of a type that are required by GAAP to be reflected or reserved against in a consolidated balance sheet of Parent, other than (i) liabilities or obligations reflected or reserved against in the consolidated balance sheet as of June 30, 2018 included in the Parent Financial Statements, (iiiii) current liabilities incurred in the ordinary course of business following since June 30, 2018, (iii) liabilities and obligations incurred under or in accordance with this Agreement or in connection with the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contracttransactions contemplated by this Agreement, breach of warranty, tort, infringement or violation of Law) or and (iv) for Liabilities liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that are not and would not reasonably be expected to benot, individually or in the aggregate, material to the Group Companies, taken as have a whole, no Group Company has any LiabilitiesParent Material Adverse Effect. (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Law.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a true Section 3.6(a)(i) of the Company Disclosure Letter sets forth (i) an audited balance sheet of the Company as of December 31, 2009, December 31, 2008 and complete copy of unaudited income December 31, 2007 and the related audited statements of earnings, shareholder’s equity and comprehensive income, and cash flows of the Business Company for the fiscal years 2019 through 2022 ended December 31, 2009, December 31, 2008 and December 31, 2007, together with certain notes thereto (the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended (the financial statements described in this clause (ii), the “Unaudited Financial Statements”), and together with the Audited Financial Statements, the “Financial Statements”). Each of the The Financial Statements fairly presentspresent fairly, in all material respects, the financial position and results of operations and cash flows of the Business Company as at of the date thereof and respective dates or for the period indicated respective periods set forth therein, except all in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial Statements, as otherwise specifically noted thereinstated in the notes thereto, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letter. (b) The audited consolidated Company does not have any Liabilities of a nature required by GAAP to be reflected in a balance sheets of the Business as of June 30sheet, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, except (i) will be prepared Liabilities that are accrued or reserved against in accordance with IFRS applied on a consistent basis throughout the periods indicated Financial Statements (except as may be indicated in or the notes thereto), (ii) will fairly presentLiabilities which have arisen since September 30, in all material respects, the consolidated financial position, results of operations and cash flows of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (iii) will have been audited in accordance with the standards of the PCAOB and (iv) will contain an unqualified report of FCB’s auditors. (c) Except (i) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the Financial Statement for fiscal year 2022 of the Business, (iii) 2010 that were incurred in the ordinary course of business following the end business, (iii) Liabilities disclosed in Section 3.6(b) of the fiscal year 2022 of the Business (none of which is a Liability for breach of contractCompany Disclosure Letter, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities that are not and expressly contemplated to be incurred by this Agreement, or (v) Liabilities which would not reasonably be expected to behave a Material Adverse Effect. (c) The Financial Statements were prepared from the books and records of the Company. Except as set forth on Section 3.6(b) of the Company Disclosure Letter, individually or the Company maintains accurate books and records which fairly reflect in the aggregate, all material respects all transactions relating to the Group Companies, taken as a whole, no Group Company has any LiabilitiesCompany. (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies The Unaudited Financial Statements were prepared in accordance with IFRSthe Accounting Principles. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Law.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a true Section 3.06(a) of the Disclosure Schedules contains the Company’s unaudited financial statements consisting of the balance sheet of the Company as at December 31, 2013 and complete copy of unaudited income the related statements of income and retained earnings, members’ equity and cash flow for the Business for fiscal years 2019 through 2022 year then ended (the “2013 Financial Statements”). Each The 2013 Financial Statements have been prepared from the books and records of the Financial Statements fairly presents, in all material respects, the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) will period involved. The 2013 Financial Statements fairly present, in all material respects, the consolidated financial position, results of operations and cash flows condition of the Business Company as at of the date thereof and the results of the operations of the Company for the period indicated thereinindicated, except as otherwise specifically noted therein, (iii) will have been audited all in accordance with the standards Accounting Policies. The balance sheet of the PCAOB Company as of December 31, 2013 is referred to in this Agreement as the “Balance Sheet” and (iv) will contain an unqualified report of FCB’s auditorsthe date thereof as the “Balance Sheet Date”. (cb) Except Section 3.06(b) of the Disclosure Schedules lists all liabilities of the Company of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (i) liabilities provided for Liabilities incurred in connection with the negotiation, preparation Balance Sheet or execution of this Agreement or any Ancillary Documents, disclosed in the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, notes thereto; (ii) as set forth liabilities (other than accounting liabilities) which are reasonably apparent solely from a reading of the disclosures contained in any of the Disclosure Schedules to any person experienced in the Financial Statement for fiscal year 2022 industry of the Business, parties hereto without any independent knowledge on the part of such person regarding the matter(s) so disclosed; (iii) liabilities incurred by the Company since the Balance Sheet Date in the ordinary course of business following the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or business; and (iv) for Liabilities that are not and would not reasonably be expected to beother undisclosed liabilities which, individually or in the aggregate, are not material to the Group Companies, taken as a whole, no Group Company has any LiabilitiesCompany. (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Law.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a true and complete copy of unaudited income The financial statements of Pacesetter Home Care Group, Inc., HCI's predecessor, for the Business for fiscal years 2019 through 2022 (year ended December 31, 1996 and the “Financial Statements”). Each consolidated financial statements of the Financial Statements fairly presents, in all material respects, the results of operations of the Business as at the date thereof and HCI for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business as of ended June 30, 2022 and June 301997, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”)which have previously been provided to ALC, when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be have been prepared in accordance with IFRS generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) applied on a consistent basis throughout during the periods indicated involved (except as may be indicated in the notes thereto), (ii) will and fairly presentpresented, in all material respectsaccordance with the applicable requirements of GAAP, the consolidated financial position, position of HCI (or its predecessor) as of the dates thereof and the consolidated results of operations and cash flows of the Business as at the date thereof and for the period indicated thereinperiods then ended (subject, except as otherwise specifically noted thereinin the case of unaudited statements, (iii) will have been audited in accordance with the standards of the PCAOB and (iv) will contain an unqualified report of FCB’s auditors. (c) to normal year-end audit adjustments). Except (i) for Liabilities incurred as disclosed in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation Section 3.6 of the transactions contemplated hereby or therebydisclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), (ii) as set forth for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the Financial Statement for fiscal year 2022 of the Businessperiod ended June 30, 1997, and (iii) for liabilities incurred in the ordinary course of business following the end consistent with past practice since June 30, 1997, neither HCI nor any of the fiscal year 2022 its Subsidiaries has incurred any liability of the Business any nature whatsoever (none of which is a Liability for breach of contractwhether absolute, breach of warrantyaccrued, tortcontingent or otherwise and whether due or to become due) that, infringement either alone or violation of Law) when combined with all other liabilities incurred since June 30, 1997, has had, or (iv) for Liabilities that are not and would not reasonably be expected to behave, individually or in a Material Adverse Effect on HCI. On September 30, 1997, the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities. (d) FCB outstanding indebtedness of HCI and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Businessdid not exceed $5.7 million. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies HCI and the Business in the ordinary course of business that its Subsidiaries have been, and are accurate and complete and reflect being, maintained in all material respects the revenues, expenses, assets in accordance with GAAP and liabilities of the Group Companies any other applicable legal and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Lawaccounting requirements and reflect only actual transactions.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain NAP’s Annual Report on Form 20-F filed with the SEC on March 9, 2018 (the “NAP 20-F”) sets forth a true and complete copy of unaudited income the consolidated audited statements of operations, cash flows and changes in partners’ capital for each of years ended December 31, 2017, December 31, 2016 and December 31, 2015 and consolidated audited balance sheets as of December 31, 2017 and as of December 31, 2016 for NAP, including the Business notes thereto and NAP’s Report on Form 6-K (“Latest NAP Quarter 6-K”) filed with the SEC on August 2, 2018 sets forth a true and correct copy of the consolidated unaudited statements of operations, cash flows and changes in partners’ capital for fiscal years 2019 through 2022 the six month periods ended June 30, 2018 and June 30, 2017 and consolidated unaudited balance sheet as of June 30, 2018 for NAP, including the notes thereto (the referenced financial statements set forth in the NAP 20-F and the Latest NAP Quarter 6-K are collectively referred to as the “NAP Financial Statements”). Each of the The NAP Financial Statements fairly presents, in all material respects, the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be have been prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated covered thereby (except as may be indicated in the notes thereto), (ii) will and present fairly present, in all material respects, respects the consolidated financial position, position of NAP as of the dates indicated therein and the consolidated results of operations and cash flows of the Business as at the date thereof and NAP for the period periods indicated therein, except as otherwise specifically noted therein, (iii) will have been audited in accordance with the standards of the PCAOB and (iv) will contain an unqualified report of FCB’s auditors. (c) . Except (i) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the NAP Financial Statement for fiscal year 2022 Statements, there are no off-balance sheet arrangements that would, individually or in the aggregate, have a NAP Material Adverse Effect. NAP has not had any disagreement with its independent public accounting firm that required disclosure in the NAP SEC Reports. (b) There are no liabilities or obligations of NAP or the BusinessNAP Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) of a type that are required by GAAP to be reflected or reserved against in a consolidated balance sheet of NAP, other than (i) liabilities or obligations reflected or reserved against in the consolidated balance sheet as of June 30, 2018 included in the NAP Financial Statements, (iiiii) current liabilities incurred in the ordinary course of business following since June 30, 2018, (iii) liabilities and obligations incurred under or in accordance with this Agreement or in connection with the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contracttransactions contemplated by this Agreement, breach of warranty, tort, infringement or violation of Law) or and (iv) for Liabilities liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that are not and would not reasonably be expected to benot, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilitieshave an NAP Material Adverse Effect. (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Law.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a Attached hereto as Exhibit A are true and complete copy copies of unaudited income (i) the balance sheets and related statements of operations and retained earnings for Seller for the Business for fiscal years 2019 through 2022 (the “Financial Statements”). Each of the Financial Statements fairly presentsended December 31, 2001, 2000 and 1999, in all material respectseach case prepared by Frankel, Lodgen, Lacher, Golditch, Sardi & ▇▇▇▇▇▇ and (ii) the results of operations of the Business as at the date thereof balance sheet and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of flow for Seller for the Business for each of the years then year ended (the “Closing Company Audited Financial Statements”)December 31, when delivered following the date of this Agreement 2001 prepared by Seller in accordance with Section 6.14GAAP (collectively, (i) will be and (ii) the "Annual Statements"), and the balance sheets and related statements of operations for the five (5) months ended May 31, 2002 (collectively, the "Interim Statements" and, together with the Annual Statements, the "Financial Statements"). The May 31, 2002 balance sheet is referred to herein as the "2002 Balance Sheet." (b) Except as set forth on Schedule 3.06(b), each of the Financial Statements (i) has been prepared based on the books and records of Seller in accordance with IFRS applied on a GAAP and Seller's normal accounting practices, consistent basis throughout with past practice and with each other, and present fairly the periods indicated (except as may be indicated in the notes thereto), (ii) will fairly present, in all material respects, the consolidated financial positioncondition, results of operations and cash flows of Seller as of the Business as at the date thereof and dates indicated or for the period indicated thereinperiods indicated; (ii) contains and reflects all necessary adjustments, except as otherwise specifically noted thereinaccruals, provisions and allowances for a fair presentation of its financial condition and the results of its operations for the periods covered by such financial statement; (iii) will have been audited in accordance to the extent applicable, contains and reflects adequate provisions for all reasonably anticipated liabilities for all Taxes, federal, state, local or foreign, with respect to the standards of the PCAOB periods then ended and all prior periods; and (iv) will contain an unqualified report with respect to contracts and commitments for the sale of FCB’s auditorsgoods or the provision of services by Seller, contains and reflects adequate reserves for all reasonably anticipated losses and costs and expenses in excess of expected receipts. (c) Except as set forth on Schedule 3.06(c), there are no Liabilities of Seller other than: (i) for Liabilities incurred in connection with any Liability accrued as a Liability on the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, 2002 Balance Sheet; (ii) Liabilities specifically disclosed and expressly identified as set forth such in the Financial Statement for fiscal year 2022 of the Business, schedules to this Agreement; and (iii) Liabilities incurred since the date of the 2002 Balance Sheet in the Seller's ordinary course of business following the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilitiesconsistent with past practice. (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Law.

Financial Statements; Undisclosed Liabilities. (ai) BP has made available to Mountain a true and complete copy of Schedule 4(j) sets forth (A) the unaudited income statements consolidated balance sheet of the Business for fiscal years 2019 through 2022 Company as of September 30, 1999 (the “Financial Statements”"Company Balance Sheet"). Each , and the unaudited consolidated statement of income of the Financial Statements fairly presents, in all material respects, the results of operations of the Business as at the date thereof and Company for the 9 month period indicated thereinended September 30, except as otherwise specifically noted therein. 1999, and (bB) The the audited consolidated balance sheets of the Business Company as of June 30December 31, 2022 1997 and June 301998, 2023 and the related audited consolidated statements of income and cash flows of the Business Company for each of the years then period August 25 to December 31, 1997 and for the year ended December 31, 1998, together with the notes to such financial statements (the “Closing financial statements described in clauses (A) and (B) above, together with any notes to such financial statements, are collectively referred to herein as the "Company Audited Financial Statements”"), when delivered following the date of this Agreement . The Company Financial Statements are in all material respects in accordance with Section 6.14, (i) will be the books and records of the Company and its consolidated Subsidiaries and have been prepared in accordance conformity with IFRS generally accepted accounting principles consistently applied on a consistent basis throughout the periods indicated (except in each case as may be indicated described in the notes thereto), (ii) will and on that basis fairly present, present in all material respectsrespects (subject, in the consolidated case of the unaudited statements referred to in (A) above, to normal, recurring year-end adjustments) the financial position, condition and results of operations and cash flows of the Business Company and its consolidated Subsidiaries as at of the date respective dates thereof and for the period indicated therein, except as otherwise specifically noted therein, (iii) will have been audited in accordance with the standards of the PCAOB and (iv) will contain an unqualified report of FCB’s auditorsrespective periods indicated. (cii) Except The Company and its consolidated Subsidiaries do not have any liabilities or obligations of any nature (iwhether accrued, absolute, contingent, threatened or otherwise), except (A) for Liabilities incurred as disclosed, reflected or reserved against in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or therebyCompany Balance Sheet, (iiB) as items set forth in the Financial Statement for fiscal year 2022 of the BusinessSchedule 4(j), (iiiC) liabilities and obligations incurred in the ordinary course of business following consistent with past practice since the end date of the fiscal year 2022 of the Business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities Company Balance Sheet that are not and would not reasonably be expected to benot, individually or in the aggregate, material result in a Company Material Adverse Effect and (D) Taxes (as defined in Section 4(A)(l)) with respect to the Group Companiesperiod after the date of the Company Balance Sheet. Without limiting the generality of the foregoing, taken as a whole, no Group the Company has no contingent obligations in excess of $60,000 with respect to any Liabilitiesassets purchased by the Company pursuant to the agreement between the Company and DeKalb Office Environments with respect to purchases of Steelcase furniture. (diii) FCB Except as set forth in Schedule 4(j), the amount of all accounts receivable, including unbilled invoices which are reflected as accounts receivable on the Company Financial Statements, due, or recorded in the Company Balance Sheet as being due to the Company and its Subsidiaries maintain a system (less the amount of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity any provision or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” reserve therefor made in the internal controls over financial reporting of the Group Companies or the BusinessCompany Balance Sheet), or (B) a “material weakness” are fully collectible in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary normal course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Lawbusiness.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain WPZ’s Current Report on Form 8-K filed with the SEC on May 19, 2014 (the “WPZ 8-K”) sets forth a true and complete copy of unaudited income the consolidated audited statements of comprehensive income, changes in equity, and cash flows for each of the Business three years in the period ended December 31, 2013 and balance sheets as of December 31, 2013 and 2012 for fiscal years 2019 through 2022 WPZ, including the notes thereto, and the Quarterly Report on Form 10-Q filed by WPZ with the SEC on July 31, 2014 (the “WPZ Q2 10-Q”) sets forth a true and complete copy of the consolidated unaudited statements of comprehensive income for the six month period ended June 30, 2014, changes in equity for the six month period ended June 30, 2014, and cash flows for the six month period ended June 30, 2014 and balance sheet as of June 30, 2014 for WPZ, including the notes thereto (the referenced financial statements set forth in both the WPZ 8-K and the WPZ Q2 10-Q are collectively referred to as the “WPZ Financial Statements”). Each of the The WPZ Financial Statements fairly presents, in all material respects, the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be have been prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated covered thereby (except as may be indicated in the notes thereto), (ii) will and present fairly present, in all material respects, respects the consolidated financial position, position of WPZ as of such dates and the consolidated results of operations and cash flows of the Business as at the date thereof and WPZ for the period indicated thereinsuch periods, except as otherwise specifically noted thereintherein and subject, (iii) will have been audited in accordance with the standards case of the PCAOB unaudited financial statements, to normal and (iv) will contain recurring adjustments and the absence of certain notes that are included in an unqualified report of FCB’s auditors. (c) annual filing. Except (i) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the WPZ Financial Statement for fiscal year 2022 Statements, there are no off-balance sheet arrangements that would, individually or in the aggregate, have a WPZ Material Adverse Effect. WPZ has not had any disagreement with its independent public accounting firm that required disclosure in the WPZ SEC Reports. (b) There are no liabilities or obligations of WPZ, WPZ General Partner or the BusinessWPZ Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency Proceedings, other than (i) liabilities or obligations reflected or reserved against in the WPZ Financial Statements, (iiiii) current liabilities incurred in the ordinary course of business following since December 31, 2013, (iii) liabilities and obligations incurred under or in accordance with this Agreement or in connection with the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contracttransactions contemplated by this Agreement, breach of warranty, tort, infringement or violation of Law) or and (iv) for Liabilities liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that are not and would not reasonably be expected to benot, individually or in the aggregate, material to the Group Companies, taken as have a whole, no Group Company has any LiabilitiesWPZ Material Adverse Effect. (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Law.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a true Correct and complete copy of unaudited income statements of the Business for fiscal years 2019 through 2022 (the “Financial Statements”). Each copies of the Financial Statements fairly presents, in all material respects, have been made available to the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) Purchaser. The audited consolidated balance sheets of the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be Statements have been prepared in accordance with IFRS GAAP applied on a consistent basis throughout during the periods indicated involved (except as may be indicated subject, in the notes thereto)case of unaudited financial statements, to (i) normal, recurring year-end audit adjustments, and (ii) will the absence of footnotes). The Financial Statements fairly present, in all material respects, the consolidated financial position, results of operations and operations, cash flows and changes in stockholders’ equity of the Business Company and its Subsidiaries as at of the date dates thereof and for the period indicated thereinperiods then ended (subject, except as otherwise specifically noted thereinin the case of unaudited interim statements, to (iiiA) will have been audited normal, recurring year-end audit adjustments, and (B) the absence of footnotes). (b) Neither the Company nor any of its Subsidiaries has any liabilities which, if known, would be required to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the standards of the PCAOB and (iv) will contain an unqualified report of FCB’s auditors. (c) Except footnotes thereto, except liabilities (i) for Liabilities incurred in connection with reflected or reserved against on the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation balance sheet of the transactions contemplated hereby or therebyCompany and its Subsidiaries as of May 31, 2007 (the “Balance Sheet Date”), (ii) as set forth in incurred after the Financial Statement for fiscal year 2022 of the Business, (iii) incurred Balance Sheet Date in the ordinary course of business following consistent with past practices, (iii) as contemplated by this Agreement or otherwise in connection with the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contractTransactions, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities that are not and as would not reasonably be expected to beexpected, individually or in the aggregate, material to the Group Companies, taken as have a whole, no Group Company has any LiabilitiesMaterial Adverse Effect. (dc) FCB As of May 31, 2007, the amount equal to (i) the aggregate consolidated Indebtedness of the Company and its Subsidiaries maintain of a system of internal accounting controls sufficient type required to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies be reflected on a balance sheet prepared in accordance with IFRS. GAAP, minus (eii) Since January 1the aggregate consolidated cash and cash equivalents held by the Company and its Subsidiaries, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” calculated in accordance with GAAP in a manner consistent with the internal controls over financial reporting preparation of the Group Companies or the Business, or (B) a “material weakness” most recent audited balance sheet included in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and (to the Closing Company Audited Financial Statementsextent not inconsistent with GAAP (“Net Indebtedness”), have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available was equal to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Law$150,000,000.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a Section 3.5(a) of the Disclosure Schedules sets forth true and complete copy of unaudited income statements copies of the Business for fiscal years 2019 through 2022 (the “Financial Statements”). Each of the Financial Statements fairly presents, in all material respects, the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated combined balance sheets of the Business (as of June 30conducted by Chemtura and its Subsidiaries) as at December 31, 2022 2011 and June 302012, 2023 and the related audited consolidated combined statements of income, comprehensive income (loss), net parent investment and cash flows of the Business for each of the years then twelve months ended December 31, 2011 and 2012 (the “Closing Company Audited Financial Statements”), when delivered following . The Audited Financial Statements have been prepared based on the date books and records of this Agreement Chemtura and its Subsidiaries and in accordance with Section 6.14, (i) will be prepared in accordance with IFRS GAAP consistently applied on a consistent basis throughout the periods indicated (except as may be indicated therein or in the notes thereto), (ii) will . The Audited Financial Statements fairly present, in all material respects, the consolidated combined financial positioncondition, results of operations operation and cash flows of the Business as at held and conducted by Chemtura and its Subsidiaries as of the date respective dates thereof and for the period respective periods indicated thereintherein (in each case, except as otherwise specifically noted therein, may be indicated therein or in the notes thereto). (iiib) will have been audited in accordance with the standards Section 3.5(b) of the PCAOB Disclosure Schedules sets forth (i) true and complete copies of the unaudited combined pro forma statement of net assets to be sold as at December 31, 2012 (which statement does not include the Transferred Entities Excluded Assets) (the “Business Balance Sheet”) and (ivii) will contain an unqualified report the adjustments to the Audited Financial Statements that were made to prepare the Business Balance Sheet. The Business Balance Sheet has been prepared in good faith based on the books and records of FCB’s auditorsChemtura and its Subsidiaries and the adjustments described on Section 3.5(b) of the Disclosure Schedules. (c) Except There are no Liabilities of the Business that would be required under GAAP (giving effect to any materiality standards required or permitted by GAAP) to be disclosed on a balance sheet of the Business as of the date hereof, except (i) for Liabilities incurred disclosed on the Business Balance Sheet or in connection with the negotiationbalance sheet as at December 31, preparation or execution of this Agreement or any Ancillary Documents, 2012 included in the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or therebyAudited Financial Statements, (ii) as set forth Liabilities incurred in the Financial Statement for fiscal year 2022 Ordinary Course of the BusinessBusiness since December 31, 2012, and (iii) incurred in the ordinary course of business following the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Excluded Liabilities. (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements As of the Group Companies in accordance with IFRS. date hereof, except for Indebtedness owed to or by any Seller related to the Business or any Transferred Entity, on the one hand, from or to any other Seller or Affiliate of Seller (e) Since January 1including any Transferred Entity), 2018on the other hand, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting no outstanding Indebtedness of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and any Seller related to the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of LawTransferred Entity.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a true and complete copy Except as set forth in Section 4.6 of unaudited income the SIB Disclosure Schedule, the financial statements of SIB (including any related notes thereto) included in the Business for fiscal years 2019 through 2022 SIB Reports complied as to form, as of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the “Financial Statements”). Each date hereof, as of the Financial Statements fairly presentsdate of such subsequent filing), in all material respects, with all applicable accounting requirements and with the results of operations published rules and regulations of the Business SEC with respect thereto (except, in the case of unaudited statements, as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets permitted by Form 10-Q of the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”SEC), when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be have been prepared in accordance with IFRS GAAP applied on a consistent basis throughout during the periods indicated involved (except as may be indicated in the notes theretodisclosed therein), (ii) will and fairly present, in all material respects, the consolidated financial position, position of SIB and its consolidated Subsidiaries and the consolidated results of operations operations, changes in stockholders' equity and cash flows of such companies as of the Business as at the date thereof dates and for the period indicated thereinperiods shown. The books and records of SIB and its Subsidiaries have been, except as otherwise specifically noted thereinand are being, (iii) will have been audited maintained in all material respects in accordance with the standards of the PCAOB GAAP and (iv) will contain an unqualified report of FCB’s auditorsany other applicable legal and accounting requirements and reflect only actual transactions. (cb) Except for (i) those liabilities that are fully reflected or reserved for Liabilities incurred in connection the consolidated financial statements of SIB included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2003, as filed with the negotiation, preparation SEC or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the Financial Statement for fiscal year 2022 of the Businessliabilities incurred since September 30, (iii) incurred 2003 in the ordinary course of business following the end consistent with past practice, neither SIB nor any of the fiscal year 2022 of the Business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities. (d) FCB and its Subsidiaries maintain a system has incurred any material liability of internal accounting controls sufficient any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to provide reasonable assurances that transactions are recorded become due), other than pursuant to or as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRScontemplated by this Agreement. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Law.

Financial Statements; Undisclosed Liabilities. (a) BP Seller has previously delivered or made available to Mountain a true Buyer the unaudited consolidated balance sheets of the Company and complete copy the Company Subsidiaries as of December 31 in each of the years 2016 and 2017 and as of September 30, 2018 (such unaudited income balance sheet as of September 30, 2018 being referred to as the “Base Balance Sheet”), and the related unaudited statements of income, changes in stockholders’ equity, and cash flows for the Business for fiscal years 2019 through 2022 then ended and the related statements of operations, changes in stockholders’ equity, and cash flows for the nine-month period ended September 30, 2018 (collectively, the “Financial Statements”). Each of the The Financial Statements have been prepared based upon the information contained in the Books and Records, have been prepared in conformity with GAAP, consistently applied, and present fairly presents, in all material respects, respects the financial condition and results of operations of the Business Company and the Company Subsidiaries as at of the date thereof dates and for the period indicated periods referred to therein, except as otherwise specifically noted thereinsubject to (A) the absence of footnote disclosures and other presentation items and (B) changes resulting from normal year-end adjustments that were not or are not expected to be in a material amount. (b) The audited consolidated balance sheets Neither the Company nor any Company Subsidiary has any liabilities of any kind that would have been required to be reflected on or reserved against on the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement Base Balance Sheet in accordance with Section 6.14GAAP that were not so reflected or reserved against, other than (i) will be prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) will fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (iii) will have been audited in accordance with the standards of the PCAOB and (iv) will contain an unqualified report of FCB’s auditors. (c) Except (i) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the Financial Statement for fiscal year 2022 of the Business, (iii) liabilities incurred in the ordinary course of business following after the end date of the fiscal year 2022 of Base Balance Sheet, (ii) Transaction Expenses, (iii) liabilities arising after the Business (none of which is a Liability for breach of contractdate hereof in connection with the transactions contemplated hereby, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities liabilities disclosed in the Disclosure Letter, and (v) liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilitiesmaterial. (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Law.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a true and complete copy of unaudited income statements of the Business for fiscal years 2019 through 2022 (the “Financial Statements”). Each of the Financial Statements fairly presents, in all material respects, the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated financial statements of CCE included or incorporated by reference in the CCE Reports filed with the SEC since January 1, 2010 (including the audited consolidated balance sheets sheet of the Business CCE as of June 30December 31, 2022 and June 30, 2023 2009 (the “Audited CCE 2009 Balance Sheet”) and the related audited consolidated statements statement of income and cash flows of for the Business for each of the years twelve (12)-month period then ended (collectively, with the Audited CCE 2009 Balance Sheet, the “Closing Company Audited CCE 2009 Financial Statements”)) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be were prepared in accordance with IFRS GAAP applied on a consistent basis throughout during the periods indicated involved (except as may be indicated therein or in the notes thereto), (iithereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) will and fairly present, present in all material respects, respects the consolidated financial position, position of CCE and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of the unaudited consolidated interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes). (b) Section 4.6(b) of the CCE Disclosure Letter contains true, correct, and complete copies of the unaudited consolidated balance sheets of each of the “North American operating segment” and “corporate operating segment” (each as described in CCE’s Annual Report on Form 10-K for the year ended December 31, 2009) as of December 31, 2008 and 2009 (collectively, the “Segment Balance Sheets”), and the related unaudited consolidated statements of income of the “North American operating segment” and the “corporate operating segment” for the twelve (12)-month periods then ended (collectively, with the Segment Balance Sheets, the “Annual Segment Financial Statements”). The Annual Segment Financial Statements (i) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except for adjustments or other matters disclosed therein, the absence of complete footnotes, and subject to normal year-end adjustments), and (ii) fairly present in all material respects the consolidated financial position of the consolidated North American Business operating segment and corporate operating segment as at of the date thereof and their consolidated results of operations for the period indicated therein, except as otherwise specifically noted therein, then ended (iii) will have been audited in accordance with subject to normal year-end adjustments and the standards absence of the PCAOB and (iv) will contain an unqualified report of FCB’s auditorscomplete footnotes). (c) Except When delivered pursuant to Section 6.14 hereof, the Audited North American Business Financial Statements and the Unaudited North American Business Financial Statements (subject to normal year-end adjustments and the absence of complete footnotes) (i) for Liabilities incurred in connection will have been prepared from, and shall be, consistent with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants books and agreements in this Agreement or any Ancillary Document or the consummation records of the transactions contemplated hereby or therebyNorth American Business Entities, (ii) will have been prepared in accordance with GAAP applied on a consistent basis during the periods involved, and (iii) will fairly present in all material respects the consolidated financial position of the North American Business Entities as set forth of the dates thereof and their consolidated results of operations and cash flows for the periods then ended. (d) Except for Liabilities (i) disclosed in the Audited CCE 2009 Financial Statement for fiscal year 2022 of the BusinessStatements or any notes thereto, (iiiii) incurred in the ordinary course of business following the end and consistent with past practice since December 31, 2009, (iii) set forth in Section 4.6(d) of the fiscal year 2022 of the Business (none of which is a Liability for breach of contractCCE Disclosure Letter, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities that are not and would not reasonably likely to be expected to be, individually or in the aggregate, material to the Group CompaniesNorth American Business or prevent the consummation of the Transactions, taken as a wholenone of the North American Business Subsidiaries has, no Group Company or since December 31, 2009, has incurred, any Liabilities. (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Law.

Financial Statements; Undisclosed Liabilities. Prior to Closing, LDG, the Operating Subsidiary and Holdings will deliver to Buyer true and correct copies of (ai) BP has made available to Mountain an unaudited separate company balance sheet of such Subsidiary at December 31, 2006 (each a “Balance Sheet” and collectively, the “Balance Sheets”), and the related unaudited statements of income, shareholders’ equity and cash flows for the 12 months then ended, including the notes thereto, and (ii) an unaudited separate company balance sheet of such Subsidiary at June 30, 2007, and the related unaudited statements of income, shareholders’ equity, and cash flows for the six months then ended (collectively, the “Financial Information”). All of the Financial Information, when delivered, will be true and complete copy of unaudited income statements of the Business for fiscal years 2019 through 2022 (the “Financial Statements”). Each of the Financial Statements and will fairly presents, present in all material respectsrespects the assets, the liabilities, financial condition and results of operations of the Business as each Subsidiary at the date thereof such dates and for the period indicated thereinsuch periods, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement all in accordance with U.S. or Brazil (as the case may be) generally accepted accounting principles consistently applied throughout the periods involved (except as set forth on Section 6.143(g) of the Seller Disclosure Schedule and, in the case of interim statements, which do not contain footnotes and are subject to year-end adjustments). No Subsidiary has any liabilities, obligations or contingencies (whether absolute, accrued or contingent) (each a “Liability” and collectively, “Liabilities”) of a type described in clauses (x), (y) or (z) of Section 12(a) hereof, and, to each Subsidiary’s knowledge, no such Subsidiary has any other Liabilities, except in each case (i) will be prepared Liabilities that are accrued or reserved against in accordance with IFRS applied on a consistent basis throughout the periods its most recent balance sheet or as otherwise indicated (except as may be indicated or reflected in the notes thereto), ; (ii) will fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Business as at additional Liabilities reserved against since the date thereof and for of such balance sheet (the period indicated therein, except as otherwise specifically noted therein, (iii“Balance Sheet Date”) will that have been audited in accordance with the standards of the PCAOB and (iv) will contain an unqualified report of FCB’s auditors. (c) Except (i) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the Financial Statement for fiscal year 2022 of the Business, (iii) incurred arisen in the ordinary course of business following and are accrued or reserved against on the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities. (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business such Subsidiary; (iii) additional Liabilities that are accurate expressly provided for in any Contracts that are not required to be reflected in such Subsidiary’s financial statements under U.S. or Brazil (as the case may be) generally accepted accounting principles; and complete (iv) other potential or actual Liabilities directly or indirectly related to or resulting from the issues and reflect matters listed in all material respects the revenues, expenses, assets and liabilities Section 3(g) of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of LawSeller Disclosure Schedule.

Financial Statements; Undisclosed Liabilities. (ai) BP has Itaú Chile’s audited consolidated financial statements as of, and for the years ending on, December 31, 2011 and 2012 and its unaudited consolidated financial statements as of, and for the nine-month period ending on, September 30, 2013 (including, in each case, any related notes thereto) (the “Itaú Chile Financial Statements”) that have been made available to Mountain a true and complete copy of unaudited income statements of the Business for fiscal years 2019 through 2022 (the “Financial Statements”). Each of the Financial Statements fairly presents, in all material respects, the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be Corp Group Parties have been prepared in accordance with IFRS applied on a consistent basis throughout and regulatory accounting guidelines passed by the periods indicated (except as may be indicated in the notes thereto), (ii) will Chilean Superintendency of Banks. The Itaú Chile Financial Statements present fairly present, in all material respects, respects the consolidated financial position, results of operations operations, changes in shareholders’ equity and cash flows of Itaú Chile and its consolidated Subsidiaries as of the Business as at the date thereof dates and for the period periods indicated thereintherein (except, except as otherwise specifically noted thereinin the case of Itaú Chile’s unaudited financial statements, for normal year-end adjustments and the absence of footnotes). (iiiii) will Since ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ or its Subsidiaries have been audited incurred (A) any liability or obligation, in each case of the type that would be required to be disclosed on a consolidated balance sheet of Itaú Chile and its Subsidiaries prepared in accordance with the standards of the PCAOB and IFRS or (ivB) will contain an unqualified report of FCBto Itaú Chile’s auditors. (c) Except knowledge, any liability not required to be so disclosed which would reasonably be expected to have a Material Adverse Effect, except (i) for Liabilities incurred liabilities or obligations reflected or reserved against in connection with the negotiationItaú Chile’s balance sheet as of September 30, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document 2013 (or the consummation of notes thereto) included in the transactions contemplated hereby or therebyItaú Chile Financial Statements, (ii) as set forth in the Financial Statement for fiscal year 2022 of the Business, (iii) liabilities incurred in the ordinary course of business following since September 30, 2013 or (iii) obligations arising pursuant to the end terms of the fiscal Contracts disclosed in Section 3.2(k) (or not required to be so disclosed). (iii) Itaú Colombia’s audited consolidated financial statements as of, and for the year 2022 ending on, December 31, 2012 and its unaudited consolidated financial statements as of, and for the nine-month period ending on, September 30, 2013 (including in each case, any related notes thereto) (the “Itaú Colombia Financial Statements”) that have been made available to Corp Group Parties have been prepared in accordance with Colombian GAAP. The Itaú Colombia Financial Statements present fairly in all material respects the consolidated financial position, results of operations, changes in shareholders’ equity and cash flows of Itaú Colombia and its consolidated Subsidiaries as of the Business dates and for the periods indicated therein (none except, in the case of which is a Liability Itaú Colombia’s unaudited financial statements, for breach normal year-end adjustments and the absence of contract, breach of warranty, tort, infringement or violation of Law) or footnotes). (iv) for Liabilities Since ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ or its Subsidiaries have incurred (A) any liability or obligation, in each case of the type that are would be required to be disclosed on a consolidated balance sheet of Itaú Colombia and its Subsidiaries prepared in accordance with Colombian GAAP or (B) to Itaú Parent’s knowledge, any liability not and required to be so disclosed which would not reasonably be expected to behave a Material Adverse Effect, individually except (i) liabilities or obligations reflected or reserved against in the aggregateItaú Colombia’s balance sheet as of September 30, material 2013 (or the notes thereto) included in the Itaú Colombia Financial Statements, (ii) liabilities incurred in the ordinary course of business since September 30, 2013 or (iii) obligations arising pursuant to the Group Companies, taken as a whole, no Group Company has any Liabilitiesterms of the Contracts disclosed in Section 3.2(l) (or not required to be so disclosed). (dv) FCB The minutes of meetings of the Board of Directors of Itaú Chile and Itaú Colombia since January 1, 2011 (or, in the case of Itaú Colombia, since its Subsidiaries maintain incorporation) and the minutes of the meetings of the Board committees of Itaú Chile and Itaú Colombia since January 1, 2011 (or, in the case of Itaú Colombia, since its incorporation) have in all material respects been maintained in accordance with applicable requirements of Law. It maintains a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary comply with all legal and accounting requirements applicable to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) its and its Subsidiaries’ business. Since January 1, 20182011, no RemainCo Entity it has not identified any significant deficiencies or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” weaknesses in the design or operation of its internal controls control over financial reporting of the Group Companies and it has not experienced or the Business, or (B) a “effected any material weakness” change in the internal controls control over financial reporting of the Group Companies or the Business. The Group Companies maintain andreporting. (vi) Itaú Chile and Itaú Colombia are in compliance, for and have at all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made times since January 1, 2020 through 2011 complied, to the whistleblower hot-line or equivalent system extent applicable to such entities, with the minimum capital amounts and net worth (patrimonio) as set forth in Articles 50 and 51 of FCB and/or its Subsidiaries for receipt the Chilean Banking Law (in the case of employee concerns regarding possible violations Itaú Chile) and the “minimum capital amounts” (montos de capital mínimo) required under Article 80 of Lawthe EOSF and Title I Chapter I of Decree 2555 of 2010 (in the case of Itaú Colombia), each as amended from time to time.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain TLLP’s Annual Report on Form 10‑K filed with the SEC on February 24, 2015 (the “TLLP 10‑K”) sets forth a true and complete copy of unaudited income the consolidated audited statements of operations, changes in partners’ capital and cash flows for each of the Business three years in the period ended December 31, 2014 and balance sheets as of December 31, 2014 and 2013 for fiscal years 2019 through 2022 TLLP, including the notes thereto (the financial statements set forth in the TLLP 10‑K are collectively referred to as the “TLLP Financial Statements”). Each of the The TLLP Financial Statements fairly presents, in all material respects, the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be have been prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated covered thereby (except as may be indicated in the notes thereto), (ii) will and present fairly present, in all material respects, respects the consolidated financial position, condition of TLLP as of such dates and the results of operations and cash flows of the Business as at the date thereof and TLLP for the period indicated thereinsuch periods, except as otherwise specifically noted thereintherein and subject, (iii) will have been audited in accordance with the standards case of the PCAOB unaudited financial statements, to normal and (iv) will contain recurring adjustments and the absence of certain notes that are included in an unqualified report of FCB’s auditors. (c) annual filing. Except (i) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the TLLP Financial Statement for fiscal year 2022 Statements, there are no “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the BusinessExchange Act), where the purpose of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, TLLP in the TLLP Financial Statements or any TLLP SEC Report. TLLP has not had any disagreement with its independent public accounting firm requiring disclosure in the TLLP SEC Reports. (b) There are no liabilities or obligations of TLLP, TLLP General Partner or the TLLP Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency proceedings, other than (i) liabilities or obligations reflected or reserved against in the TLLP Financial Statements, (iiiii) current liabilities incurred in the ordinary course of business following the end of the fiscal year 2022 of the Business since December 31, 2014, and (none of which is a Liability for breach of contractiii) liabilities or obligations (whether known or unknown and whether accrued, breach of warrantyabsolute, tort, infringement contingent or violation of Lawotherwise) or (iv) for Liabilities that are not and would not reasonably be expected to benot, individually or in the aggregate, material to the Group Companies, taken as have a whole, no Group Company has any LiabilitiesTLLP Material Adverse Effect. (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Law.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a true and complete copy of unaudited income statements Section 4.6(a) of the Business for fiscal years 2019 through 2022 (U S WEST Merger Disclosure Schedule contains the “Financial Statements”). Each of the Financial Statements fairly presents, in all material respects, the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets sheet of the Business NV and its Subsidiaries as of June 30December 31, 2022 and June 30, 2023 and 1996; the related audited consolidated statements of income operations and cash flows of NV and its Subsidiaries for the Business year ended December 31, 1996; the unaudited consolidated balance sheet of NV and its Subsidiaries as of September 30, 1997; and the unaudited consolidated statements of operations and cash flows of NV and its Subsidiaries for each the nine months ended September 30, 1997 (collectively, the "Domestic Wireless Financial Statements"). Except as set forth in the Domestic Wireless Financial Statements or in the notes thereto, or otherwise in this Section 4.6(a) or in Section 4.6(a) of the years then ended (U S WEST Merger Disclosure Schedule, the “Closing Company Audited Domestic Wireless Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be Statements have been prepared in accordance with IFRS GAAP, applied on a consistent basis throughout the for all periods indicated (except as may be indicated in the notes thereto), (ii) will presented and fairly present, in all material respectsrespects (subject, in the case of unaudited financial statements, to normal recurring audit adjustments), the consolidated financial position, position of NV and its Subsidiaries as of the dates set forth therein and the consolidated results of operations and cash flows of the Business as at the date thereof NV and its Subsidiaries for the period indicated therein, except as otherwise specifically noted therein, (iii) will have been audited in accordance with the standards of the PCAOB and (iv) will contain an unqualified report of FCB’s auditorsperiods then ended. (cb) Except (i) for Liabilities incurred as set forth in connection with the negotiation, preparation Domestic Wireless Financial Statements or execution of this Agreement or any Ancillary Documents, in the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or therebynotes thereto, (ii) as set forth in the Financial Statement for fiscal year 2022 Section 4.6(b) of the BusinessU S WEST Merger Disclosure Schedule, (iii) for liabilities and obligations in respect of Excluded Claims and Excluded Settlements and (iv) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business following the end of the fiscal year 2022 Domestic Wireless Business, neither NV nor any of the Domestic Wireless Subsidiaries has any outstanding claims, indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise) that relate to the operations of the Domestic Wireless Business that would be required by GAAP to be reflected in the consolidated balance sheet of NV and its Subsidiaries or in the notes or schedules thereto. (none c) PCS Holdings has as its only assets the PCS Partnership Interests and the contract rights under this Agreement and the PCS Nucleus Agreement. PCS Holdings has no Liabilities of any nature, other than the principal amount outstanding under the (i) Assumed PCS Debt, (ii) guarantees executed in respect of the Leveraged Leases, (iii) Tax liabilities under Treasury Regulation section 1.1502-6 resulting from PCS Holdings being a member of the NV/PCS Affiliated Group and ERISA, environmental and other liabilities resulting from PCS Holdings being a Subsidiary of U S WEST (all of which is a Liability for breach shall be the sole responsibility of contract, breach of warranty, tort, infringement or violation of Lawthe U S WEST Group) or and (iv) for those Liabilities that are expressly contemplated by or arising solely out of actions pursuant to and not inconsistent with this Agreement or the PCS Nucleus Agreement. Since the date of PCS Holdings' organization, neither PCS Holdings nor any Person to which it is the successor in interest, by operation of law or otherwise, has engaged in any business or operations other than the ownership of the PCS Partnership Interests. (d) Except as set forth in Section 4.6(d) of the U S WEST Merger Disclosure Schedule or as contemplated by this Agreement, since December 31, 1996, the Domestic Wireless Business has been conducted only in the ordinary course consistent with past practice and would in the manner required by Sections 3.1(b) and 3.1(d) of the Joint Venture Organization Agreement, and there has not reasonably be expected to bebeen any event, change or development, other than an event, change or development resulting from general economic or industry-wide conditions, that, individually or in the aggregate, material would reasonably be expected to have a Material Adverse Effect with respect to the Group Companies, taken as a whole, no Group Company has any Liabilities. (d) FCB and Domestic Wireless Business or materially impair or delay the ability of U S WEST to perform its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies obligations under this Agreement or the Business, other Transaction Agreements or (B) a “material weakness” in consummate the internal controls over financial reporting of the Group Companies transactions contemplated hereby or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Lawthereby.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a true and complete copy of Attached hereto as Schedule 4.3 are the unaudited income financial statements of the Business for fiscal years 2019 Catapult since its inception through 2022 December 31, 1999 with the related notes thereto and reports thereon of independent certified public accountants (the “"Catapult Financial Statements”"). Each of the Financial Statements fairly presents, in all material respects, the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended Catapult Financial Statements (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement i) are in accordance with Section 6.14the books and records of Catapult, (iii) will be present fairly the financial condition of Catapult as of the respective dates indicated and the results of operations for such periods, (iii) have been prepared in accordance with IFRS generally accepted accounting principles consistently applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto)involved, (ii) will fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (iii) will have been audited in accordance with the standards of the PCAOB and (iv) will reflect adequate reserves for all liabilities and losses. Catapult has no material liabilities or obligations (secured or unsecured, whether accrued, absolute, direct, indirect, contingent, or otherwise, and whether due or to become due) that are not fully accrued or reserved against in the Catapult Financial Statements or described in Schedule 4.3 Catapult has not received any advice or notification from its independent certified public accountants that Catapult has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Catapult Financial Statements or the books and records of Catapult, any properties, assets, liabilities, revenues, or expenses. The Catapult Financial Statements do not contain an unqualified report any items of FCB’s auditorsspecial or nonrecurring income, or other income not earned in the ordinary course of business, except as set forth in the notes to the Catapult Financial Statements or on Schedule 4.3. The books, records, and accounts of Catapult accurately and fairly reflect, in reasonable detail, all transactions, assets, and liabilities of Catapult. Catapult has not engaged in any transaction, maintained any bank account, or used any of the funds of Catapult, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Catapult. (c) Except Catapult has no material liabilities or obligations (secured or unsecured, whether accrued, absolute, direct, indirect, contingent, or otherwise, and whether due or to become due) that are not fully accrued or reserved against in the Catapult Financial Statements, other than: (i) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the Financial Statement for fiscal year 2022 of the Business, (iii) liabilities incurred in the ordinary course of business following subsequent to the end date of the fiscal year 2022 of the Business (Catapult Financial Statements consistent with past practice, none of which is a Liability for breach deviate in any material respect from liabilities incurred in prior comparable fiscal periods; (ii) obligations under Contracts listed on Schedule 4.3 or incurred in the ordinary course of contractbusiness and not required under generally accepted accounting principles to be reflected in the Catapult Financial Statements, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities that are not which liabilities and would not reasonably be expected to beobligations, individually or in the aggregate, are not material to the Group Companies, taken as a whole, no Group Company has any Liabilitiesfinancial condition or operating results of Catapult; and (iii) the liabilities listed on Schedule4.3. (d) FCB The Catapult Financial Statements shall, prior to the Closing, be audited by the firm of independent certified public accountants of Catapult, which audits (i) will fairly present the financial position of Catapult as of their respective dates and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies be prepared in accordance with IFRS. generally accepted accounting principles consistently applied, and (eii) Since January 1, 2018, contain no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim deviation from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the BusinessCatapult Financial Statements. The Group Companies maintain and, for all periods covered said audits will be forwarded to EVRM upon their receipt by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of LawCatapult.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain NMCI’s Annual Report on Form 20-F filed with the SEC on March 18, 2020 (the “NMCI 20-F”) sets forth a true and complete copy of unaudited income the consolidated audited statements of operations, cash flows and changes in partners’ capital for each of years ended December 31, 2019, December 31, 2018 and December 31, 2017 (for the Business period from NMCI’s inception on April 28, 2017 through December 31, 2017) and consolidated audited balance sheets as of December 31, 2019 and as of December 31, 2018 for fiscal years NMCI, including the notes thereto, and NMCI’s Report on Form 6-K (“Latest NMCI Quarter 6-K”) filed with the SEC on November 12, 2020 sets forth a true and correct copy of the consolidated unaudited statements of operations, cash flows and changes in partners’ capital for the nine month periods ended September 30, 2020 and September 30, 2019 through 2022 and consolidated unaudited balance sheet as of September 30, 2020 for NMCI, including the notes thereto (the referenced financial statements set forth in the NMCI 20-F and the Latest NMCI Quarter 6-K are collectively referred to as the “NMCI Financial Statements”). Each of the The NMCI Financial Statements fairly presents, in all material respects, the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be have been prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated covered thereby (except as may be indicated in the notes thereto), (ii) will and present fairly present, in all material respects, respects the consolidated financial position, position of NMCI as of the dates indicated therein and the consolidated results of operations and cash flows of the Business as at the date thereof and NMCI for the period periods indicated therein, except as otherwise specifically noted therein, (iii) will have been audited in accordance with the standards of the PCAOB and (iv) will contain an unqualified report of FCB’s auditors. (c) . Except (i) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the NMCI Financial Statement for fiscal year 2022 Statements, there are no off‑balance sheet arrangements that would, individually or in the aggregate, have an NMCI Material Adverse Effect. NMCI has not had any disagreement with its independent public accounting firm that required disclosure in the NMCI SEC Reports. (b) There are no liabilities or obligations of NMCI or the BusinessNMCI Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) of a type that are required by GAAP to be reflected or reserved against in a consolidated balance sheet of NMCI, other than (i) liabilities or obligations reflected or reserved against in the consolidated balance sheet as of September 30, 2020 included in the NMCI Financial Statements, (iiiii) current liabilities incurred in the ordinary course of business following since September 30, 2020, (iii) liabilities and obligations incurred under or in accordance with this Agreement or in connection with the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contracttransactions contemplated by this Agreement, breach of warranty, tort, infringement or violation of Law) or and (iv) for Liabilities liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that are not and would not reasonably be expected to benot, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilitieshave an NMCI Material Adverse Effect. (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Law.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain Parent’s Annual Report on Form 20-F filed with the SEC on April 1, 2020 (the “Parent 20-F”) sets forth a true and complete copy of unaudited income the consolidated audited statements of operations, cash flows and changes in equity for each of years ended December 31, 2019, December 31, 2018 and December 31, 2017 and consolidated audited balance sheets as of December 31, 2019 and as of December 31, 2018 for Parent, including the Business notes thereto, and Parent’s Report on Form 6-K (“Latest Parent Quarter 6-K”) filed with the SEC on November 18, 2020 sets forth a true and correct copy of the consolidated unaudited statements of operations, cash flows and changes in equity for fiscal years the nine month periods ended September 30, 2020 and September 30, 2019 through 2022 and consolidated unaudited balance sheet as of September 30, 2020 for Parent, including the notes thereto (the referenced financial statements set forth in the Parent 20-F and the Latest Parent Quarter 6-K are collectively referred to as the “Parent Financial Statements”). Each of the The Parent Financial Statements fairly presents, in all material respects, the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be have been prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated covered thereby (except as may be indicated in the notes thereto), (ii) will and present fairly present, in all material respects, respects the consolidated financial position, position of Parent as of dates indicated therein and the consolidated results of operations and cash flows of the Business as at the date thereof and Parent for the period periods indicated therein, except as otherwise specifically noted therein, (iii) will have been audited in accordance with the standards of the PCAOB and (iv) will contain an unqualified report of FCB’s auditors. (c) . Except (i) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the Parent Financial Statement for fiscal year 2022 Statements, there are no off‑balance sheet arrangements that would, individually or in the aggregate, have a Parent Material Adverse Effect. Parent has not had any disagreement with its independent public accounting firm that required disclosure in the NMCI SEC Reports. (b) There are no liabilities or obligations of Parent or the BusinessParent Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) of a type that are required by GAAP to be reflected or reserved against in a consolidated balance sheet of Parent, other than (i) liabilities or obligations reflected or reserved against in the consolidated balance sheet as of September 30, 2020 included in the Parent Financial Statements, (iiiii) current liabilities incurred in the ordinary course of business following since September 30, 2020, (iii) liabilities and obligations incurred under or in accordance with this Agreement or in connection with the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contracttransactions contemplated by this Agreement, breach of warranty, tort, infringement or violation of Law) or and (iv) for Liabilities liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that are not and would not reasonably be expected to benot, individually or in the aggregate, material to the Group Companies, taken as have a whole, no Group Company has any LiabilitiesParent Material Adverse Effect. (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Law.

Financial Statements; Undisclosed Liabilities. (a) BP The Company has made available to Mountain ARYA a true and complete copy of unaudited income (i) the audited consolidated balance sheets of the Group Companies as of December 31, 2018 and December 31, 2019 and the related audited consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ deficit and cash flows of the Business Group Companies for fiscal years each of the periods then ended and (ii) the unaudited consolidated balance sheets of the Group Companies as of March 31, 2019 through 2022 and March 31, 2020 (the “Latest Balance Sheet”) and the related unaudited consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ deficit and cash flows of the Group Companies for each of the three-month periods then ended (clauses (i) and (ii), collectively, the “Financial Statements”), each of which are attached as Section 3.4(a) of the Company Disclosure Schedules. Each of the Financial Statements (including the notes thereto) (A) was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Business Group Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (C) in the case of the Financial Statements described in clause (i) of the preceding sentence, were audited in accordance with the standards of the PCAOB and contain an unqualified report of the Company’s auditors and (D) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (b) The audited unaudited consolidated balance sheets of the Business Group Companies as of June 30, 2022 2019 and June 30, 2023 2020 and the related audited unaudited consolidated statements of income operations and comprehensive loss, convertible preferred stock and stockholders’ deficit and cash flows of the Business Group Companies for each of the years six-month periods then ended (the “Closing Company Audited Unaudited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.145.17, (i) will be prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) will fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Business Group Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, therein and (iii) will have been audited comply in accordance all material respects with the standards applicable accounting requirements and with the rules and regulations of the PCAOB SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (iv) will contain an unqualified report of FCB’s auditorsincluding Regulation S-X or Regulation S-K, as applicable). (c) Except (i) as set forth on the face of the Latest Balance Sheet, (ii) for Liabilities incurred in the ordinary course of business since the date of the Latest Balance Sheet (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its their respective covenants and or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the Financial Statement for fiscal year 2022 of the Business, (iii) incurred in the ordinary course of business following the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or thereby and (iv) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any LiabilitiesLiabilities of the type required to be set forth on a balance sheet in accordance with GAAP. (d) FCB The Group Companies have established and its Subsidiaries maintain a system systems of internal accounting controls sufficient that are designed to provide provide, in all material respects, reasonable assurances assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the Group Companies’ assets. The Group Companies maintain and, for all periods covered by the Financial Statements, have maintained books and records of the Group Companies in accordance with IFRSthe ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (e) Since January 1Except as set forth in Section 3.4(e) of the Company Disclosure Schedule, 2018since the incorporation of the Company, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (Ai) “significant deficiency” in the internal controls over financial reporting of the Group Companies or to the BusinessCompany’s knowledge, or (Bii) a “material weakness” in the internal controls over financial reporting of the Group Companies to the Company’s knowledge or the Business. The Group Companies maintain and(iii) fraud, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statementswhether or not material, have maintained books and records that involves management or other employees of the Group Companies and the Business who have a significant role in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities internal controls over financial reporting of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of LawCompanies.

Financial Statements; Undisclosed Liabilities. (a) BP has made available Attached to Mountain a true and complete copy Section 2.6(a) of the Company Disclosure Schedule are (i) the unaudited income statements combined balance sheets of the Business as of December 31, 2016 and 2017 and related unaudited combined statements of operations for fiscal the years 2019 through 2022 then ended (the “Annual Financial Statements”) and (ii) the unaudited combined balance sheet of the Business as of February 28, 2018 (the “Interim Balance Sheet,” and the date thereof, the “Interim Balance Sheet Date”) and related unaudited statements of operations for the two (2) months then ended (the “Interim Financial Statements” and, together with the Annual Financial Statements, the “Financial Statements”). Each of the The Financial Statements fairly presents, in all material respects, the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be have been prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in books and records of the notes thereto)Business, and (ii) will fairly present, in all material respects, the consolidated financial position, results of operations and cash flows position of the Business as at of the date thereof dates indicated and the results of the operations of the Business for the period indicated thereinperiods then ended; provided, except as otherwise specifically noted therein, that the Financial Statements do not reflect the operation of the Business on a stand-alone basis or include corporate overhead allocations for the Stockholder or the Asset Sellers or their Affiliates (iii) will other than direct expenses of the Company). The Financial Statements have been audited prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the standards of periods indicated, except that the PCAOB Financial Statements do not include footnote disclosures and, with respect to the Interim Financial Statements, are subject to normal and (iv) will contain an unqualified report of FCB’s auditorsrecurring year-end adjustments. (cb) Except (i) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in Section 2.6(b) of the Financial Statement for fiscal year 2022 Company Disclosure Schedule, the Business does not have any Liabilities required by GAAP to be set forth on a balance sheet of the Business, except (iiii) Liabilities reflected, reserved for or disclosed in the Interim Balance Sheet; (ii) Liabilities incurred or accrued in the ordinary course of business following consistent with past practice since the end of the fiscal year 2022 of the Business (none of Interim Balance Sheet Date and which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, aggregate material to the Group Companies, taken as a whole, no Group Company has any Liabilitiesin amount; and (iii) Transaction Expenses. (dc) FCB and its Subsidiaries maintain With respect to the Business, there is a system of internal accounting controls sufficient designed to provide reasonable assurances that (i) all transactions are executed in accordance with the Business’ management’s general or specific authorization and (ii) all transactions are recorded as necessary to permit the accurate preparation of financial statements of the Group Companies in accordance with IFRS. GAAP applied on a consistent basis. There has never been (e1) Since January 1, 2018, no RemainCo Entity any significant deficiency or Group Company has received weakness in any written material complaint, allegation, assertion or claim from any source regarding accounting, system of internal accounting controls or auditing matters or that there is (A) “significant deficiency” used in the internal controls over financial reporting of the Group Companies or connection with the Business, (2) to the Company’s Knowledge, any fraud or other material misconduct that involves any of the management or other Persons who have a role in the preparation of financial statements or the internal accounting controls used in connection with the Business or (B3) a “material weakness” in any written or, to the internal controls over financial reporting to the Company’s Knowledge, other claim or allegation regarding any of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Lawforegoing.

Financial Statements; Undisclosed Liabilities. (a) BP The Company has made available furnished to Mountain a true the Parent true, correct and complete copy copies of: (i) audited balance sheet of the Company as of December 31, 2002 and unaudited balance sheets of the Company as of December 31, 2003 and June 30, 2004 reviewed by the Company's independent accountants; (ii) an audited income statement of the Company for the fiscal year ended December 31, 2002 and unaudited income statements of the Business Company for the fiscal years 2019 through 2022 year ended December 31, 2003 and for the three (3) and six (6) month periods ended June 30, 2004 reviewed by the “Company's independent accountants and (iii) an audited statement of cash flows of the Company for the fiscal year ended December 31, 2002 and unaudited statements of cash flows of the Company for the fiscal year ended December 31, 2003 and for the three (3) and six (6) month periods ended June 30, 2004 reviewed by the Company's independent accountants (collectively, the "Company Financial Statements”"). Each The Company Financial Statements have been prepared by the Company on the basis of the books and records maintained by the Company in the ordinary course of business in a manner consistently used and applied throughout the periods involved. The Company Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") and fairly presents, present in all material respects, respects the results of operations financial condition of the Business Company and its subsidiaries as at the date thereof respective dates thereof, except that the Company's reviewed balance sheet as of June 30, 2004 and its income statements and statements of cash flows for the period indicated therein, except as otherwise specifically noted thereinthree (3) and six (6) month periods then ended do not contain footnotes and are subject to normal year end adjustments in the ordinary course of business. (b) The audited consolidated balance sheets of the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business Except for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, liabilities (i) will be prepared set forth in accordance with IFRS applied on a consistent basis throughout Section 3.5 of the periods indicated (except as may be indicated in the notes thereto)Company Disclosure Schedule, (ii) will fairly presentreflected in the Company Financial Statements or described in any notes thereto (or for which neither accrual nor footnote disclosure is required pursuant to GAAP), in all material respects, the consolidated financial position, results of operations and cash flows of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (iii) will have been audited in accordance with the standards of the PCAOB and (iv) will contain an unqualified report of FCB’s auditors. (c) Except (i) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the Financial Statement for fiscal year 2022 of the Business, (iii) incurred in the ordinary course of business following the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contractbusiness, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities that are not and would not reasonably be expected to be, individually consistent with past practice or in connection with this Agreement or the aggregatetransactions contemplated hereby, material to neither the Group Companies, taken as a whole, no Group Company nor any of its subsidiaries has any Liabilitiesmaterial liabilities or obligations of any nature. (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Law.

Financial Statements; Undisclosed Liabilities. (a) BP The Company has previously made available to Mountain a true Parent (i) the audited consolidated balance sheets of the Company and complete copy of unaudited income the Company Subsidiaries for the fiscal years ended December 31, 2017, December 31, 2018 and December 31, 2019, and the audited consolidated statements of income, stockholders' equity and cash flows of the Business Company and the Company Subsidiaries for the fiscal years 2019 through 2022 then ended, including footnotes thereto (collectively, the "Financial Statements") and (ii) the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of June 30, 2020 (the “"Base Balance Sheet") and the unaudited interim consolidated statements of income, stockholders' equity and cash flows of the Company and the Company Subsidiaries for the first, second and third fiscal quarters and year-to-date period then ended during 2018, 2019 and during 2020 through June 30, 2020, including footnotes thereto (collectively, the "Unaudited Interim Financial Statements”"). Each of the Financial Statements fairly presents, in all material respects, the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Unaudited Interim Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, Statements (i) will be prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) will fairly presentpresents fairly, in all material respects, the consolidated financial position, position of the Company and the Company Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows of the Business as at Company and the date thereof and Company Subsidiaries for the period indicated thereinperiods then ended, except (ii) has been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved (except, in the case of Unaudited Interim Financial Statements, as otherwise specifically noted thereinto normal and recurring adjustments that were not or are not expected to be in a material amount), (iii) will have been audited in accordance with is derived from the standards books and records of the PCAOB Company and the Company Subsidiaries and (iv) will contain an unqualified report are in a form sufficient to comply with Rule 3-05 of FCB’s auditorsRegulation S-X under the Securities Act. The Company and each of the Company Subsidiaries maintains a standard system of accounting established and administered in accordance with GAAP. (cb) Except Neither the Company nor any Company Subsidiary has any liabilities of any kind that would be required to be reflected in or reserved against on a balance sheet (or disclosed in the notes thereto) prepared in accordance with GAAP, other than (i) for Liabilities incurred liabilities reflected or reserved against in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or therebyBase Balance Sheet, (ii) as set forth in the Financial Statement for fiscal year 2022 of the Business, (iii) liabilities incurred in the ordinary course of business following after the end date of the fiscal year 2022 of Base Balance Sheet, (iii) liabilities incurred in connection with the Business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or transactions contemplated hereby and (iv) for Liabilities liabilities that are have not had and would not reasonably be expected to behave, either individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any LiabilitiesMaterial Adverse Effect. (dc) FCB All material escheat and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements customs duties liabilities of the Group Companies Company and the Company Subsidiaries have been paid in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect applicable Law in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Lawrespects.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a true and complete copy of unaudited income statements The financial information set forth in Section 3.4(a) of the Business Seller Disclosure Schedule as of and for fiscal years 2019 through 2022 the periods set forth therein (the “Financial StatementsInformation”). Each ) (i) is derived from the Files and Records of the Financial Statements Seller Entities, (ii) was prepared in good faith, and (iii) fairly presents, presents in all material respects, respects the financial condition or results of operations of the Business as at the date thereof of such respective times and for the period indicated such respective time periods referred to therein, except in each case as set forth in Section 3.4(a) of the Seller Disclosure Schedule; provided, however, that (x) the Seller Entities do not maintain separate financial statements of the Business, (y) the assets and liabilities included in the Financial Information may differ from those that are within the scope of the Acquired Assets and the Assumed Liabilities or otherwise specifically noted thereinused or incurred in the operation of the Business and (z) the Financial Information is presented on a carve-out basis and as set forth in Section 3.4(a) of the Seller Disclosure Schedule and may differ materially from financial statements presented in accordance with GAAP, including in that it does not include all year-end adjustments, audit adjustments, carve-out adjustments or footnote disclosures and other presentation items required for the presentation of financial statements in conformity with GAAP. (b) The audited consolidated balance sheets Closing Assumed Liabilities do not, and as of the Business as RTP Fab Transfer Date the RTP Fab Assumed Liabilities will not, include any Liabilities that would be required by GAAP to be presented on the face of June 30a balance sheet, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, other than (i) will be prepared in accordance with IFRS applied Liabilities that are reflected on a consistent basis throughout the periods indicated (except unaudited consolidated balance sheet as may be indicated of March 26, 2023 included in the notes theretoFinancial Information, if any, the “Latest Seller Balance Sheet”), (ii) will fairly present, in all material respects, the consolidated financial position, results of operations and cash flows Liabilities of the Business as at type reflected on the Latest Seller Balance Sheet that have arisen after the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (iii) will have been audited in accordance with the standards of the PCAOB and (iv) will contain an unqualified report of FCB’s auditors. (c) Except (i) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth Latest Seller Balance Sheet in the Financial Statement for fiscal year 2022 Ordinary Course of the Business, (iii) incurred in Liabilities resulting from the ordinary course obligations of business following a Seller Entity under this Agreement or the end of the fiscal year 2022 of the Business other Transaction Documents, (none of iv) Liabilities pursuant to any Contract to which a Seller Entity is a Liability for party which did not result from any default, tort or breach of contract, breach of warranty, tort, infringement or violation of Law(v) or (iv) for Liabilities that are not included as current liabilities in the final Closing Net Working Capital Amount, and (vi) other Liabilities that would not reasonably be expected to be, individually or in the aggregate, be material to the Group Companies, taken as a whole, no Group Company has any LiabilitiesBusiness. (dc) FCB The Files and Records of each Seller Entity (to the extent related to the Business) have been maintained in all material respects in accordance with the Files and Records and policies of the Seller Entities. Each Seller Entity (to the extent related to the Business) maintains materially accurate books of account and other financial records reflecting its Subsidiaries maintain a system of assets and liabilities and maintains proper and effective internal accounting controls sufficient control over financial reporting that is designed to provide reasonable assurances assurance (i) that transactions are executed with management’s authorization, (ii) that transactions are recorded as necessary to permit preparation of the financial statements of the Group Companies Business and to maintain accountability for the assets of the Business in accordance with IFRSGAAP, (iii) that access to the assets of the Business is permitted only in accordance with management’s authorization and (iv) regarding unauthorized acquisition, use or disposition of assets of the Business. Each Seller Entity maintains effective controls and procedures that are designed to ensure that all material information concerning the Business is made known on a timely basis to the individuals responsible for the preparation of the Financial Information. (ed) Since January 1This Section 3.4 is qualified by the fact that the Business has not operated as a separate “stand alone” entity within the Seller; in certain operational areas, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there the Business is (A) “significant deficiency” in the internal controls over financial reporting dependent upon centralized functional activities of the Group Companies or Seller, the costs of which have not been historically allocated to the Business; and the Financial Information are presented on a carve-out basis and may differ materially from financial statements presented in accordance with GAAP, in that they do not include all year-end adjustments, audit adjustments, carve-out adjustments, or (B) footnote disclosures and other presentation items required for the presentation of financial statement in conformity with GAAP. As a “material weakness” in result, the Business has been allocated certain internal controls over financial reporting charges and credits for purposes of the Group Companies or preparation of the BusinessFinancial Information. The Group Companies maintain and, Such allocations of charges and credits have been made in good faith with the intent of accurately presenting to the extent practicable the financial condition and results of operations of the Business for all the time periods covered by the Financial Statements and Information, but may not necessarily reflect the Closing Company Audited Financial Statements, amounts that would have maintained books and records of resulted from arms-length transactions or the Group Companies and actual costs that would be incurred if the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Lawoperated as an independent enterprise.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a Section 4.5(a) of the Disclosure Schedule sets forth true and complete copy copies of (i) the unaudited income statements balance sheet, representing the portion of the Seller balance sheet determined using the Carve Out Method (“Carve Out Method”), described in Section 4.5(a) of the Disclosure Schedule, for identifying all or part of general ledger accounts which are Related to the Business and related income statement as of and for fiscal years 2019 through 2022 the year ended December 31, 2015 representing that portion of the Seller income statement which is Related to the Business and excluding adjustments for one-off items including those related to transactions costs and excluding any allocation of corporate expenses determined using the Carve Out Method described in Section 4.5(a) of the Disclosure Schedule and (ii) the unaudited balance sheet (the “Balance Sheet”), representing the portion of the Seller balance sheet determined using the Carve Out Method described in Section 4.5(a) of the Disclosure Schedule, for identifying all or part of general ledger accounts which are Related to the Business and related income statement as of and for the seven (7) month period ending July 31, 2016 (the “Balance Sheet Date”) representing that portion of the Seller income statement which is Related to the Business and excluding adjustments for one-off items including those related to transactions costs and excluding any allocation of corporate expenses determined using the Carve Out Method described in Section 4.5(a) of the Disclosure Schedule (clauses (i) and (ii) collectively, the “Financial Statements”). Each The Financial Statements (A) have been prepared in good faith from the books and records of Seller, (B) have been prepared in accordance with GAAP as to the underlying transactions (except as set forth in Section 4.5(a) of the Financial Statements Disclosure Schedule) and (C) fairly presents, present in all material respects, the assets and liabilities and results of operations of the Business as at of the date respective dates thereof and for the period indicated thereinrespective time periods covered, in each case, in accordance with GAAP as to the underlying transactions (except as otherwise specifically noted thereinset forth in Section 4.5(a) of the Disclosure Schedule) consistently applied during the period covered thereby. (b) The audited consolidated balance sheets system of internal controls over financial reporting with respect to the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement is sufficient in accordance with Section 6.14, all material respects to provide reasonable assurance that (i) will be prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) will fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (iii) will have been audited in accordance with the standards of the PCAOB and (iv) will contain an unqualified report of FCB’s auditors. (c) Except (i) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the Financial Statement for fiscal year 2022 of the Business, (iii) incurred in the ordinary course of business following the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities. (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies Financial Statements in accordance with IFRS. (eGAAP, except as disclosed in Section 4.5(a) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or Disclosure Schedule, and to maintain accountability for the assets of the Business, or and (Bii) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies Business accurately and fairly reflect the transactions and dispositions of the assets of the Business. (c) The Business has no liabilities, obligations or commitments that would be required by GAAP to be reflected on a balance sheet of the Business other than (i) Liabilities disclosed on Section 4.5(c) of the Disclosure Schedule, (ii) Liabilities disclosed in the Financial Statements, (iii) Liabilities for performance under Material Contracts and purchase commitments incurred in the ordinary course of business that are accurate and complete and reflect (excluding any Liability for breach, with or without the giving of notice or lapse of time, or both), or (iv) Current Liabilities incurred in all material respects the revenues, expenses, assets and liabilities ordinary course of business since the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of LawBalance Sheet Date.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain ACMP’s Annual Report on Form 10-K/A filed with the SEC on March 3, 2014 (the “ACMP 10-K/A”) sets forth a true and complete copy of unaudited income the consolidated audited statements of operations, changes in partners’ capital, and cash flows for each of the Business three years in the period ended December 31, 2013 and balance sheets as of December 31, 2013 and 2012 for fiscal years 2019 through 2022 ACMP, including the notes thereto, and the Quarterly Report on Form 10-Q filed by ACMP with the SEC on July 30, 2014 (the “ACMP Q2 10-Q”) sets forth a true and complete copy of the consolidated unaudited statements of operations, changes in partners’ capital, and cash flows for the six month period ended June 30, 2014 and balance sheet as of June 30, 2014 for ACMP, including the notes thereto (the referenced financial statements set forth in both the ACMP 10-K/A and the ACMP Q2 10-Q are collectively referred to as the “ACMP Financial Statements”). Each of the The ACMP Financial Statements fairly presents, in all material respects, the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be have been prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated covered thereby (except as may be indicated in the notes thereto), (ii) will and present fairly present, in all material respects, respects the consolidated financial position, position of ACMP as of such dates and the consolidated results of operations and cash flows of the Business as at the date thereof and ACMP for the period indicated thereinsuch periods, except as otherwise specifically noted thereintherein and subject, (iii) will have been audited in accordance with the standards case of the PCAOB unaudited financial statements, to normal and (iv) will contain recurring adjustments and the absence of certain notes that are included in an unqualified report of FCB’s auditors. (c) annual filing. Except (i) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the ACMP Financial Statement for fiscal year 2022 Statements, there are no off-balance sheet arrangements that would, individually or in the aggregate, have an ACMP Material Adverse Effect. ACMP has not had any disagreement with its independent public accounting firm that required disclosure in the ACMP SEC Reports. (b) There are no liabilities or obligations of ACMP, ACMP General Partner or the BusinessACMP Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency Proceedings, other than (i) liabilities or obligations reflected or reserved against in the ACMP Financial Statements, (iiiii) current liabilities incurred in the ordinary course of business following since December 31, 2013, (iii) liabilities and obligations incurred under or in accordance with this Agreement or in connection with the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contracttransactions contemplated by this Agreement, breach of warranty, tort, infringement or violation of Law) or and (iv) for Liabilities liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that are not and would not reasonably be expected to benot, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilitieshave an ACMP Material Adverse Effect. (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Law.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain QEPM’s Annual Report on Form 10‑K filed with the SEC on March 10, 2015 (the “QEPM 10‑K”) sets forth a true and complete copy of unaudited income the consolidated audited statements of operations, changes in partners’ capital and cash flows for each of the Business three years in the period ended December 31, 2014 and balance sheets as of December 31, 2014 and 2013 for fiscal years 2019 through 2022 QEPM, including the notes thereto (the financial statements set forth in the QEPM 10‑K are collectively referred to as the “QEPM Financial Statements”). Each of the The QEPM Financial Statements fairly presents, in all material respects, the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be have been prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated covered thereby (except as may be indicated in the notes thereto), (ii) will and present fairly present, in all material respects, respects the consolidated financial position, condition of QEPM as of such dates and the results of operations and cash flows of the Business as at the date thereof and QEPM for the period indicated thereinsuch periods, except as otherwise specifically noted thereintherein and subject, (iii) will have been audited in accordance with the standards case of the PCAOB unaudited financial statements, to normal and (iv) will contain recurring adjustments and the absence of certain notes that are included in an unqualified report of FCB’s auditors. (c) annual filing. Except (i) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the QEPM Financial Statement for fiscal year 2022 Statements, there are no “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the BusinessExchange Act), where the purpose of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, QEPM in the QEPM Financial Statements or any QEPM SEC Report. QEPM has not had any disagreement with its independent public accounting firm requiring disclosure in the QEPM SEC Reports. (b) There are no liabilities or obligations of QEPM, QEPM General Partner or the QEPM Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency proceedings, other than (i) liabilities or obligations reflected or reserved against in the QEPM Financial Statements, (iiiii) current liabilities incurred in the ordinary course of business following the end of the fiscal year 2022 of the Business since December 31, 2014, and (none of which is a Liability for breach of contractiii) liabilities or obligations (whether known or unknown and whether accrued, breach of warrantyabsolute, tort, infringement contingent or violation of Lawotherwise) or (iv) for Liabilities that are not and would not reasonably be expected to benot, individually or in the aggregate, material to the Group Companies, taken as have a whole, no Group Company has any LiabilitiesQEPM Material Adverse Effect. (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Law.

Financial Statements; Undisclosed Liabilities. (ai) BP has CorpBanca’s audited consolidated financial statements as of, and for the years ending on, December 31, 2011 and 2012 and its unaudited consolidated financial statements as of, and for the nine-month period ending on, September 30, 2013 (including, in each case, any related notes thereto) (the “CorpBanca Financial Statements”) that have been made available to Mountain a true and complete copy of unaudited income statements of the Business for fiscal years 2019 through 2022 (the “Financial Statements”). Each of the Financial Statements fairly presents, in all material respects, the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be Itaú Parties have been prepared in accordance with IFRS applied on a consistent basis throughout and regulatory accounting guidelines passed by the periods indicated (except as may be indicated in the notes thereto), (ii) will Chilean Superintendency of Banks. The CorpBanca Financial Statements present fairly present, in all material respects, respects the consolidated financial position, results of operations operations, changes in shareholders’ equity and cash flows of CorpBanca and its consolidated Subsidiaries as of the Business as at the date thereof dates and for the period periods indicated thereintherein (except, except as otherwise specifically noted thereinin the case of CorpBanca’s unaudited financial statements, for normal year-end adjustments and the absence of footnotes). (iiiii) will Since September 30, 2013, none of CorpBanca or its Subsidiaries have been audited incurred (A) any liability or obligation, in each case of the type that would be required to be disclosed on a consolidated balance sheet of CorpBanca and its Subsidiaries prepared in accordance with the standards of the PCAOB and IFRS or (ivB) will contain an unqualified report of FCBto CorpBanca’s auditors. (c) Except knowledge, any liability not required to be so disclosed which would reasonably be expected to have a Material Adverse Effect, except (i) for Liabilities incurred liabilities or obligations reflected or reserved against in connection with the negotiationCorpBanca’s balance sheet as of September 30, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document 2013 (or the consummation of notes thereto) included in the transactions contemplated hereby or therebyCorpBanca Financial Statements, (ii) as set forth in the Financial Statement for fiscal year 2022 of the Business, (iii) liabilities incurred in the ordinary course of business following since September 30, 2013 or (iii) obligations arising pursuant to the end terms of the fiscal year 2022 Contracts disclosed in Section 3.1(k) (or not required to be so disclosed). (iii) CorpBanca Colombia’s audited consolidated financial statements as of, and for the years ending on, December 31, 2011 and 2012 and its unaudited consolidated financial statements as of, and for the nine-month period ending on, September 30, 2013 (including in each case, any related notes thereto) (the “CorpBanca Colombia Financial Statements”) that have been made available to Itaú Parties have been prepared in accordance with Colombian GAAP. The CorpBanca Colombia Financial Statements present fairly in all material respects the consolidated financial position, results of operations, changes in shareholders’ equity and cash flows of CorpBanca Colombia and its consolidated Subsidiaries as of the Business dates and for the periods indicated therein (none except, in the case of which is a Liability CorpBanca Colombia’s unaudited financial statements, for breach normal year-end adjustments and the absence of contract, breach of warranty, tort, infringement or violation of Law) or footnotes). (iv) for Liabilities Since September 30, 2013, none of CorpBanca Colombia or its Subsidiaries have incurred (A) any liability or obligation, in each case of the type that are would be required to be disclosed on a consolidated balance sheet of CorpBanca Colombia and its Subsidiaries prepared in accordance with Colombian GAAP or (B) to CorpBanca’s knowledge, any liability not and required to be so disclosed which would not reasonably be expected to behave a Material Adverse Effect, individually except (i) liabilities or obligations reflected or reserved against in the aggregateCorpBanca Colombia’s balance sheet as of September 30, material 2013 (or the notes thereto) included in the CorpBanca Colombia Financial Statements, (ii) liabilities incurred in the ordinary course of business since September 30, 2013 or (iii) obligations arising pursuant to the Group Companies, taken as a whole, no Group Company has any Liabilitiesterms of the Contracts disclosed in Section 3.1(l) (or not required to be so disclosed). (dv) FCB The minutes of the meetings of the Board of Directors of CorpBanca and its Subsidiaries maintain CorpBanca Colombia since January 1, 2011 and the minutes of the meetings of the Board committees of CorpBanca and CorpBanca Colombia since January 1, 2011 have in all material respects been maintained in accordance with applicable requirements of Law. It maintains a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary comply with all legal and accounting requirements applicable to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) its and its Subsidiaries’ business. Since January 1, 20182011, no RemainCo Entity it has not identified any significant deficiencies or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” weaknesses in the design or operation of its internal controls control over financial reporting of the Group Companies reporting, and it has not experienced or the Business, or (B) a “effected any material weakness” change in the internal controls control over financial reporting of the Group Companies or the Business. The Group Companies maintain andreporting. (vi) CorpBanca Colombia and Helm Bank are in compliance, for and have at all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made times since January 1, 2020 through 2011 complied, with the whistleblower hot-line or equivalent system “minimum capital amounts” (montos de capital mínimo) required under Article 80 of FCB and/or its Subsidiaries for receipt the EOSF and Title I Chapter I of employee concerns regarding possible violations Decree 2555 of Law2010, as amended from time to time.

Financial Statements; Undisclosed Liabilities. (a) BP The Company has made available to Mountain FLAC a true and complete copy of unaudited income (i) the audited consolidated statements of financial position of the Business Current Companies as of December 31, 2020 and 2021 and the related audited consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies for fiscal years 2019 through 2022 the 12-month periods then ended and (ii) the audited consolidated statements of financial position of the Current Companies as of December, 31, 2020 and December 31, 2021 (the “Latest Balance Sheet Date”) and the related audited consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies for each of the years then ended (clauses (i) and (ii), collectively, the “Company Financial Statements”), each of which are attached as Section 3.4(a) of the Company Disclosure Schedules. Each of the Company Financial Statements (including the notes thereto) (A) was prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Business Current Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. therein and (bC) The in the case of clause (i), were audited consolidated balance sheets in accordance with the standards of IFRS and contain an unqualified report of the Business Company’s auditors (other than the qualification related to the Company’s recurring losses from operations and net capital deficiency that raise substantial doubt about its ability to continue as of June 30, 2022 and June 30, 2023 and a going concern). When the related audited consolidated statements of income and cash flows of Closing Financial Statements (including the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when notes thereto) are delivered following the date of this Agreement in accordance with Section 6.145.17, each Closing Financial Statement shall (i1) will be prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii2) will fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Business Group Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (iii3) will have been audited in accordance with the standards of the PCAOB and (iv) will contain an unqualified report of FCBthe Company’s auditorsauditors and (4) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X). (cb) Except No Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with IFRS, except (i) as reflected on the Company Financial Statements, (ii) for Liabilities incurred in the ordinary course of business since the Latest Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its their respective covenants and or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the Financial Statement for fiscal year 2022 of the Business, (iii) incurred in the ordinary course of business following the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or Transactions and (iv) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities. (dc) FCB The Group Companies have established and its Subsidiaries maintain a system systems of internal accounting controls sufficient that are designed to provide provide, in all material respects, reasonable assurances assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with IFRS and to maintain accountability for the Group Companies’ assets. The Group Companies maintain and, for all periods covered by the Financial Statements, have maintained books and records of the Group Companies in accordance with IFRSthe ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (ed) Since January 1, 20182020, to the Company’s knowledge, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (Ai) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the BusinessCompanies, or (Bii) a “material weakness” in the internal controls over financial reporting of the Group Companies to the Company’s knowledge or the Business. The Group Companies maintain and(iii) fraud, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statementswhether or not material, have maintained books and records that involves management or other employees of the Group Companies and the Business who have a significant role in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities internal controls over financial reporting of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of LawCompanies.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a true and complete copy of unaudited income statements The Financial Statements Schedule consists of the Business for fiscal years 2019 through 2022 following financial statements (the “Financial Statements”). Each of ): (i) the Financial Statements fairly presents, in all material respects, the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited Company’s unaudited consolidated balance sheets of the Business sheet as of June 30May 31, 2022 and June 30, 2023 2012 and the related audited consolidated statements of income and cash flows for the two-month period then ended, (ii) the Company’s audited consolidated balance sheet as of March 31, 2012 and the Business related statement of income and cash flows for each the fiscal year then ended and (iii) the Company’s audited consolidated balance sheets as of March 31, 2010 and March 31, 2011 and the related statements of income and cash flows for the fiscal years then ended (ended. The Financial Statements have been based upon the “Closing Company Audited Financial Statements”)information contained in the Company’s and its Subsidiaries’ books and records, when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be have been prepared in accordance with IFRS GAAP, consistently applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto)indicated, (ii) will and present fairly present, in all material respects, respects the consolidated financial positioncondition, results of operations and cash flows of the Business Company and its Subsidiaries (taken as at a whole) as of the date thereof times and for the period indicated periods referred to therein, except as otherwise specifically noted therein, (iii) will have been audited subject in accordance with the standards case of the PCAOB unaudited financial statements to (i) the absence of footnote disclosures and other presentation items and (ivii) will contain an unqualified report of FCB’s auditorschanges resulting from normal year-end adjustments. (cb) Except There are no liabilities of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than (i) liabilities provided for Liabilities incurred in connection with the negotiation, preparation 2012 Balance Sheet or execution of this Agreement or any Ancillary Documents, disclosed in the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, notes thereto; (ii) as set forth in the Financial Statement for fiscal year 2022 of the Business, (iii) liabilities incurred in the ordinary course of business following since the end date of the fiscal year 2022 of the Business 2012 Balance Sheet; and (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Lawiii) or (iv) for Liabilities that are not and would not reasonably be expected to beother undisclosed liabilities which, individually or in the aggregate, are not material to the Group CompaniesCompany and its Subsidiaries, taken as a whole, no Group Company has any Liabilities. whole (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of excluding obligations under contracts set forth on the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity Material Contracts Schedule or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements under other contracts and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business commitments entered into in the ordinary course of business that which are accurate and complete and reflect in all material respects the revenues, expenses, assets and not required to be disclosed thereon due to specified dollar thresholds or other limitations (but not liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Lawbreaches thereof)).

Financial Statements; Undisclosed Liabilities. (a) BP The Company has made available to Mountain SPAC a true draft of (i) the audited consolidated balance sheets of the Group Companies as of December 31, 2020 (including any comparison figures to the year ended December 31, 2019) and complete copy the related draft of unaudited income statements of operations, changes in shareholders’ equity and cash flows of the Business Group Companies for fiscal years 2019 through 2022 the year ended December 31, 2020 (including any comparison figures to the year ended December 31, 2019) and (ii) the unaudited consolidated balance sheets of the Group Companies as of March 31, 2021 (the “Latest Balance Sheet”) and the related unaudited statements of operations, changes in shareholders’ equity and cash flows of the Group Companies for the three (3)-month period then ended, each of which are attached as Section 3.4(a) of the Company Disclosure Schedules (all such balance sheets and statements, collectively, the “Financial Statements”). Each of the Financial Statements fairly presents, in all material respects, (including the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. notes thereto) (bA) The audited consolidated balance sheets of the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be was prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (iiB) will is based upon and consistent with information contained in the books and records of the Company and (C) fairly present, presents in all material respects, respects in accordance with GAAP the consolidated financial position, results of operations and cash flows of the Business Group Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. All financial statements delivered pursuant to Section 5.16, (iiiA) will have been audited be prepared in accordance with GAAP applied on a consistent basis throughout the standards periods indicated (except as may be indicated in the notes thereto and, in the case of unaudited financial statements, subject to normal year-end adjustments and the absence of footnotes) and (B) will fairly present, in all material respects, the financial position, results of operations and cash flows of the PCAOB Group Companies as of the date thereof and (iv) will contain an unqualified report of FCB’s auditorsfor the period indicated therein, except as otherwise specifically noted therein. (cb) Except (i) as set forth on the face of or otherwise provided for in the Latest Balance Sheet (or the notes thereto), (ii) for Liabilities incurred in the ordinary course of business since the date of the Latest Balance Sheet (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its their respective covenants and or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or therebyTransactions, (ii) as none of the Group Companies nor Merger Sub has any Liabilities of the type required to be set forth on a balance sheet in the Financial Statement for fiscal year 2022 of the Business, (iii) incurred in the ordinary course of business following the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities accordance with GAAP that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities. (dc) FCB The Group Companies have established and its Subsidiaries maintain a system systems of internal accounting controls sufficient that are designed to provide provide, in all material respects, reasonable assurances assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the Group Companies’ assets. The Group Companies maintain and, for all periods covered by the Financial Statements, have maintained books and records of the Group Companies in accordance with IFRSthe ordinary course of business. (ed) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, or, to the knowledge of the Company, any allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (Ai) a “significant deficiency” in the internal controls over financial reporting of the Group Companies or the BusinessCompanies, or (Bii) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and(iii) fraud, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statementswhether or not material, have maintained books and records that involves management or other employees of the Group Companies and the Business who have a significant role in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities internal controls over financial reporting of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of LawCompanies.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a true and complete copy of The unaudited income statements balance sheet of the Business for fiscal years 2019 through 2022 (the “Financial Statements”). Each of the Financial Statements fairly presents, in all material respects, the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business Company as of June 30, 2022 2006 and June 30the unaudited statements of operations, 2023 cash flows and stockholders’ equity of the Company for the six months then ended, and the related audited consolidated statements of income and cash flows notes thereto, are included in the Quarterly Report on Form 10-QSB of the Business for each Company filed with the SEC on August 18, 2006, and the audited balance sheet of the years then ended Company at December 31, 2005 (the “Closing Audited Balance Sheet”) and the audited statements of operations, cash flows and stockholders’ equity of the Company Audited for the year then ended, and the related notes thereto, are included in the Annual Report on Form 10-KSB of the Company filed with the SEC on May 15, 2006. All of the foregoing audited and unaudited financial statements, together with the other financial statements set forth in the aforementioned Form 10-QSB and Form 10-KSB, are collectively referred to herein as the “Financial Statements.”) (b) Except as set forth on Schedule 3.5, when delivered following the date Financial Statements fairly present in all material respects the financial position of this Agreement in accordance with Section 6.14, (i) will be prepared in accordance with IFRS applied on a the Company at the dates thereof and the results of the operations of the Company for the respective periods indicated. The Financial Statements reflect consistent basis application of U.S. generally accepted accounting principles throughout the periods indicated (except as may be indicated in the notes thereto), (ii) will fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Business as at the date thereof and for the period indicated thereininvolved, except as otherwise specifically noted to the extent disclosed therein, (iii) will have been audited in accordance with the standards of the PCAOB and (iv) will contain an unqualified report of FCB’s auditors. (c) Except (i) for The Company does not have any Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth required to be included in the Financial Statement for fiscal year 2022 of Statements (including the Business, notes thereto) under GAAP that are not reflected on the Audited Balance Sheet other than Liabilities (iiii) incurred in the ordinary course of business following since the end date of the fiscal year 2022 Audited Balance Sheet and (ii) relating to the bonuses and fees contemplated by Section 5.1(q). (d) Since the date of the Business Audited Balance Sheet, the Company (none i) has conducted its business in all material respects in the ordinary course of which is a Liability for breach of contractbusiness except as disclosed herein and (ii) has not incurred or suffered any changes, breach of warrantycircumstances, torteffects, infringement or violation of Law) or (iv) for Liabilities that are not and would not reasonably be expected to beevents that, individually or in the aggregate, material have resulted in or would be reasonably likely to the Group Companies, taken as result in a whole, no Group Company has any LiabilitiesMaterial Adverse Effect. (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Law.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a true and complete copy of unaudited income Attached hereto as Schedule 3.4(a) are the following financial statements of the Business for fiscal years 2019 through 2022 (such financial statements, the “Financial Statements”). Each ): (i) the audited balance sheets of the Financial Statements fairly presentsCompany as of June 30, in all material respects2018 and June 30, 2019, respectively, and the related audited statements of operations, stockholders’ equity and cash flows for each twelve (12)-month period then ended (such financial statements, the results of operations “Audited Financial Statements”); and (ii) the unaudited balance sheet of the Business Company as at of August 31, 2019 (the date thereof “Latest Balance Sheet”) and the related unaudited statements of operations, stockholders’ equity and cash flows for the two (2)-month period indicated therein, except as otherwise specifically noted thereinthen ended. (b) The audited consolidated balance sheets Except as set forth on Schedule 3.4(b), the Financial Statements (including in all cases the notes thereto, if any) are based upon information contained in the books and records of the Business as of June 30Company (which books and records are accurate, 2022 correct and June 30, 2023 complete in all material respects) and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be have been prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated (covered thereby, except as may be indicated in the notes thereto)thereto and subject, in the case of unaudited Financial Statements, to the absence of notes and normal year‑end adjustments (which notes and adjustments, if presented, would not be material, individually or in the aggregate, to the Company) and (ii) will fairly present, in all material respects, the consolidated financial positioncondition, cash flow and results of operations and cash flows of the Business Company as at of the date dates thereof and for the period indicated thereinperiods therein referred to (subject, except as otherwise specifically noted therein, (iii) will have been audited in accordance with the standards of the PCAOB and (iv) will contain an unqualified report of FCB’s auditors. (c) Except (i) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the case of any unaudited Financial Statement for fiscal year 2022 Statements, to the absence of the Businessnotes and normal year‑end adjustments, (iii) incurred in the ordinary course of business following the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contractnotes and adjustments, breach of warrantyif presented, tort, infringement or violation of Law) or (iv) for Liabilities that are not and would not reasonably be expected to bematerial, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any LiabilitiesCompany). (dc) FCB and its Subsidiaries maintain There is no liability, debt or obligation of or claim against the Company whether or not of a system of internal accounting controls sufficient type required to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies be reflected or reserved for on a balance sheet prepared in accordance with IFRS. GAAP, except for those (ei) Since January 1, 2018, no RemainCo Entity reflected or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, reserved for all periods covered by on the Financial Statements and or disclosed in the Closing Company Audited Financial Statementsnotes thereto, (ii) that have maintained books and records of the Group Companies and the Business arisen since June 30, 2019 in the ordinary course of the operation of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints Company consistent with past practice, or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Law(iii) disclosed on Schedule 3.4(c).

Financial Statements; Undisclosed Liabilities. (a) BP has made available The following financial statements (including all related notes and schedules) of APP are attached to Mountain a true and complete copy of unaudited income statements Section 4.5(a) of the Business for fiscal years 2019 through 2022 APP Disclosure Letter (the “APP Financial Statements”). Each ): (i) audited financial statements consisting of the Financial Statements fairly presents, in all material respects, the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business as of June September 30, 2022 2015 and June 30, 2023 2014 and the related audited consolidated statements of income operations, changes in shareholders’ equity and cash flows of for the Business for each of year ended September 30, 2015 and the years then ended period beginning June 9, 2014 (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement inception) to September 30, 2014, together with the related notes to the audited financial statements and the auditor’s reports thereon, and (ii) unaudited financial statements consisting of balance sheets as of December 31, 2015 and 2014 and statements of operations, changes in accordance shareholders’ equity and cash flows for the three months ended December 31, 2015 and 2014, together with Section 6.14, (i) will be the related notes to the unaudited financial statements. The APP Financial Statements were prepared in accordance with IFRS GAAP applied on a consistent basis throughout during the periods indicated involved (except as may be indicated in the notes thereto), (ii) will and fairly present, present in all material respects, respects the consolidated financial position, position of APP and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material and to any other adjustments described therein, including the notes thereto). The accounting firm which expressed its opinion with respect to the APP Financial Statements described in the foregoing Subsection (i) is duly registered with the Public Company Accounting Oversight Board (the “PCAOB”), and was throughout the periods covered by such APP Financial Statements as to which such firm issued an opinion or anticipates issuing an opinion, as applicable, “independent” with respect to APP within the meaning of the Business as at the date thereof applicable rules and for the period indicated therein, except as otherwise specifically noted therein, (iii) will have been audited in accordance with the standards regulations of the PCAOB SEC and (iv) will contain an unqualified report of FCB’s auditorsthe PCAOB. (cb) Except (i) for Liabilities incurred as reflected or reserved against in connection with the negotiationAPP’s unaudited balance sheet as of December 31, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document 2015 (or the consummation notes thereto) as included in Section 4.5(b) of the transactions contemplated hereby or therebyAPP Disclosure Letter, (ii) as set forth in the Financial Statement for fiscal year 2022 of the Business, (iii) liabilities and obligations incurred in the ordinary course of business following consistent with past practice since December 31, 2015, (iii) for liabilities and obligations incurred in connection with or contemplated by this Agreement or the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or Transaction Documents and (iv) for Liabilities as set forth in Section 4.5(b) of the APP Disclosure Letter, neither APP nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that are not would be required by GAAP to be reflected on a consolidated balance sheet of APP and would not reasonably be expected to be, individually its Subsidiaries (or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilitiesnotes thereto). (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Law.

Financial Statements; Undisclosed Liabilities. (ai) BP has Itaú Chile’s audited consolidated financial statements as of, and for the years ending on, December 31, 2011 and 2012 and its unaudited consolidated financial statements as of, and for the nine-month period ending on, September 30, 2013 (including, in each case, any related notes thereto) (the “Itaú Chile Financial Statements”) that have been made available to Mountain a true and complete copy of unaudited income statements of the Business for fiscal years 2019 through 2022 (the “Financial Statements”). Each of the Financial Statements fairly presents, in all material respects, the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be Corp Group Parties have been prepared in accordance with IFRS applied on a consistent basis throughout and regulatory accounting guidelines passed by the periods indicated (except as may be indicated in the notes thereto), (ii) will Chilean Superintendency of Banks. The Itaú Chile Financial Statements present fairly present, in all material respects, respects the consolidated financial position, results of operations operations, changes in shareholders’ equity and cash flows of Itaú Chile and its consolidated Subsidiaries as of the Business as at the date thereof dates and for the period periods indicated thereintherein (except, except as otherwise specifically noted thereinin the case of Itaú Chile’s unaudited financial statements, for normal year-end adjustments and the absence of footnotes). (iiiii) will Since ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ or its Subsidiaries have been audited incurred (A) any liability or obligation, in each case of the type that would be required to be disclosed on a consolidated balance sheet of Itaú Chile and its Subsidiaries prepared in accordance with the standards of the PCAOB and IFRS or (ivB) will contain an unqualified report of FCBto Itaú Chile’s auditors. (c) Except knowledge, any liability not required to be so disclosed which would reasonably be expected to have a Material Adverse Effect, except (i) for Liabilities incurred liabilities or obligations reflected or reserved against in connection with the negotiationItaú Chile’s balance sheet as of September 30, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document 2013 (or the consummation of notes thereto) included in the transactions contemplated hereby or therebyItaú Chile Financial Statements, (ii) as set forth in the Financial Statement for fiscal year 2022 of the Business, (iii) liabilities incurred in the ordinary course of business following since September 30, 2013 or (iii) obligations arising pursuant to the end terms of the fiscal year 2022 of the Business Contracts disclosed in Section 3.2(k) (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities that are not and would not reasonably required to be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilitiesso disclosed). (diii) FCB Itaú Colombia’s audited consolidated financial statements as of, and for the year ending on, December 31, 2012 and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of unaudited consolidated financial statements of as of, and for the nine-month period ending on, September 30, 2013 (including in each case, any related notes thereto) (the “Itaú Colombia Financial Statements”) that have been made available to Corp Group Companies Parties have been prepared in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the BusinessColombian GAAP. The Group Companies maintain and, for all periods covered by the Itaú Colombia Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect present fairly in all material respects the revenuesconsolidated financial position, expensesresults of operations, assets changes in shareholders’ equity and liabilities cash flows of Itaú Colombia and its consolidated Subsidiaries as of the Group Companies dates and for the periods indicated therein (except, in the case of Itaú Colombia’s unaudited financial statements, for normal year-end adjustments and the Business. BP has made available to Mountain a summary absence of all material complaints footnotes). (iv) Since ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt have incurred (A) any liability or obligation, in each case of employee concerns regarding possible violations the type that would be required to be disclosed on a consolidated balance sheet of Law.Itaú Colombia and its Subsidiaries prepared in accordance with Colombian GAAP or

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a Attached as Part A of Section 4.6 of the Lee ▇▇▇closure Letter are true and complete copy copies of (i) the unaudited income balance sheet of the Newspapers as at September 30, 1998 and (ii) the unaudited balance sheet of the Newspapers as at July 31, 1999 (the July 31, 1999 balance sheet is referred to as the "Balance Sheet"), and the related unaudited statements of income for the Business for fiscal years 2019 through 2022 twelve month and ten month periods then ended (collectively, the “"Financial Statements”"). Each Except as disclosed in Part A of Section 4.6 of the Lee ▇▇▇closure Letter, the Financial Statements fairly presents, present in all material respectsrespects the financial position of Newspapers as at September 30, 1998 and July 31, 1999 and the results of operations of the Business as at the date thereof and for the period indicated thereintwelve months ended September 30, 1998, and the ten months ended July 31, 1999 in accordance with GAAP, except as otherwise specifically noted thereinthat the Financial Statements are summary in nature and do not include the notes and related disclosures required by GAAP. (b) The audited consolidated balance sheets Except for Excluded Assets and except for cash distributed to Lee ▇▇▇ its Affiliates, the Balance Sheet reflects all of the Acquired Assets that will be acquired by Liberty at the Closing other than such assets as are disposed of or consumed in the ordinary course of the Business and consistent with past practice since July 31, 1999 or such additional assets as of June 30, 2022 and June 30, 2023 and are acquired by the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated Newspapers in the notes thereto)ordinary course of business since July 31, (ii) will fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (iii) will have been audited in accordance with the standards of the PCAOB and (iv) will contain an unqualified report of FCB’s auditors1999. (c) Except (i) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the Financial Statement for fiscal year 2022 Part B of Section 4.6 of the BusinessLee ▇▇▇closure Letter or as reflected, (iii) reserved against or otherwise disclosed in the Balance Sheet and liabilities and obligations incurred in the ordinary course of business following the end of the fiscal year 2022 of since July 31, 1999, Lee ▇▇▇s not have any material liabilities or obligations related solely to the Business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement that would have been required to be reflected or violation of Law) or (iv) for Liabilities that are not and would not reasonably be expected to be, individually or in otherwise disclosed by Lee ▇▇ the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities. (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies Balance Sheet in accordance with IFRSGAAP. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Law.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a Included in Section 3.7(a) of the Company Disclosure Schedule are the true and complete copy copies of unaudited income the (i) annual audited consolidated financial statements consisting of (A) the annual audited consolidated balance sheets of the Company Group as of December 31, 2012 (the “Most Recent Audited Financial Statements Date”) and December 31, 2011, and the related annual consolidated statements of income and cash flows for each of the Business for fiscal years 2019 through 2022 then ended (including in each case the notes or other supplementary information thereto) (collectively, the “Audited Financial Statements”) and (ii)(A) the unaudited consolidated balance sheet of the Company (the “Balance Sheet”) as of March 31, 2013 (such date, the “Balance Sheet Date”) and (B) the related unaudited and consolidated statements of income and cash flows for the three month period then ended (the “Unaudited Financial Statements,” and together with the Audited Financial Statements, the “Financial Statements”). Each All of the Financial Statements fairly presents, (x) have been prepared from and are consistent and in accordance with the books and records of the Company Group (which are in turn accurate and complete in all material respects, the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, (iy) will be have been prepared in accordance with IFRS GAAP applied by the Company on a consistent basis throughout the periods indicated covered; provided, however, that the Balance Sheet is subject to normal and recurring year-end adjustments (except as may which adjustments will not be indicated material individually or in the notes theretoaggregate), and (iiz) will fairly present, present in all material respects, respects the consolidated financial position, condition of the Company Group as of the respective dates therein indicated and the consolidated results of operations and cash flows of the Business as at the date thereof and Company Group for the period indicated therein, except as otherwise specifically noted therein, (iii) will have been audited in accordance with the standards of the PCAOB and (iv) will contain an unqualified report of FCB’s auditorsrespective periods therein specified. (cb) Except as set forth in Section 3.7(b) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any Liabilities other than (i) for Liabilities incurred those set forth in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or therebyBalance Sheet, (ii) as set forth in the Financial Statement for fiscal year 2022 of the Business, (iii) those incurred in the ordinary course of business following the end of the fiscal year 2022 of the Business (none of which is for a Liability for breach of contract, breach of warranty, tort, infringement tort or violation of Law) and (iii) those incurred by the Company Group in connection with the execution of this Agreement. (c) Section 3.7(c) of the Company Disclosure Schedule sets forth the names and locations of all banks, trust companies, savings and loan associations and other financial institutions at which the Company and its Subsidiaries maintain accounts and the names of all persons authorized to draw thereon or (iv) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilitiesmake withdrawals therefrom. (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements Section 3.7(d) of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting Disclosure Schedule accurately lists all Debt of the Group Companies or the BusinessCompany Group, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain andincluding, for all periods covered by each item of Debt, the Financial Statements agreement governing the Debt and the Closing Company Audited Financial Statementsinterest rate, have maintained books maturity date and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, any assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Lawproperties securing such Debt.

Financial Statements; Undisclosed Liabilities. (a) BP Seller has made available delivered to Mountain a Buyer true and complete copy copies of unaudited income the: (i) audited balance sheets of Seller as of December 31, 2006, December 31, 2005, and December 31, 2004, and audited statements of income and cash flows for the Business for fiscal years 2019 through 2022 twelve-month periods ended on each such date, and (ii) the Balance Sheet (such financial statements referred to in (i) and (ii), collectively, the “Financial Statements”). Each Except as set forth in Section 3.2(a) of the Disclosure Schedule, the Financial Statements fairly presentspresent fairly, in all material respects, the results financial position of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business as of June 30, 2022 and June 30, 2023 Seller and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) will fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of Seller as of the Business as at the date thereof dates and for the periods indicated thereon in conformity with GAAP subject, in the case of the unaudited Financial Statements, to the absence of notes and normal period indicated thereinend adjustments, none of which are expected to be material. Since December 31, 2006, Seller has not incurred any Liabilities except as otherwise specifically noted therein(u) Liabilities for the Zachs Note, the Series G Promissory Notes, the 3rd Party Arrangement and customer deposits and prepayments set forth on Schedule 2.4(a)(i), (iiiv) will have been audited Liabilities for the Trade Payables set forth in accordance with Schedule 2.4(a)(iii), (w) Liabilities pursuant to the standards Loan Facility, (x) Liabilities arising in the Ordinary Course of Business, none of which are evidenced by any type of loan facility or other Contract evidencing indebtedness, or (y) Liabilities related to the Upgrade, Seller’s response to the RFP and the BLA submission, and (z) Liabilities related to the Contemplated Transactions. (b) Except for those Liabilities shown in the Balance Sheet, Seller has no Liabilities, other than Liabilities set forth in Section 3.2(b) of the PCAOB and (iv) will contain an unqualified report of FCB’s auditorsDisclosure Schedule. (c) Except (i) for Liabilities incurred The Balance Sheet has been prepared by Seller in connection with the negotiationgood faith and sets forth Seller’s reasonable assumptions, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation as of the transactions contemplated hereby or therebytime of preparation of such Balance Sheet, (ii) as of the information set forth in the Financial Statement for fiscal year 2022 of the Business, (iii) incurred in the ordinary course of business following the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilitiestherein. (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Law.

Financial Statements; Undisclosed Liabilities. (a) BP The Company has made available to Mountain a SPAC an accurate, true and complete copy of unaudited income (i) the audited consolidated balance sheets of the Group Companies as of December 31, 2018 and December 31, 2019 and the related audited statements of operations, changes in shareholders’ equity and cash flows of the Business Group Companies for fiscal years each of the periods then ended and (ii) the unaudited consolidated balance sheets of the Group Companies as of September 30, 2019 through 2022 and September 30, 2020 (the “Latest Balance Sheet”) and the related unaudited statements of operations, changes in shareholders’ equity and cash flows of the Group Companies for the nine-month period then ended (clauses (i) and (ii), collectively, the “Financial Statements”), each of which are attached as Section 3.4(a) of the Company Disclosure Schedules. Each of the Financial Statements fairly presents, in all material respects, (including the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. notes thereto) (bA) The audited consolidated balance sheets of the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be was prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (iiB) will is based upon and consistent with information contained in the books and records of the Company (which books and records are in turn accurate, correct and complete) and (C) fairly present, presents in all material respects, respects the consolidated financial position, results of operations and cash flows of the Business Group Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted thereintherein (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (iiinone of which is expected to be material) will have been audited in accordance with and the standards absence of the PCAOB and (iv) will contain an unqualified report of FCB’s auditorsfootnotes). (cb) Except (i) as set forth on the face of the Latest Balance Sheet, (ii) for Liabilities incurred in the ordinary course of business since the date of the Latest Balance Sheet (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its their respective covenants and or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or therebyTransactions, (ii) as none of the Group Companies nor Merger Sub has any Liabilities of the type required to be set forth on a balance sheet in the Financial Statement for fiscal year 2022 of the Business, (iii) incurred in the ordinary course of business following the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilitiesaccordance with GAAP. (dc) FCB The Group Companies have established and its Subsidiaries maintain a system systems of internal accounting controls sufficient that are designed to provide provide, in all material respects, reasonable assurances assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the Group Companies’ assets. The Group Companies maintain and, for all periods covered by the Financial Statements, have maintained books and records of the Group Companies in accordance with IFRSthe ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (ed) Since Except as set forth in Section 3.4(d) of the Company Disclosure Schedules, since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, or, to the knowledge of the Company, any allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (Ai) a “significant deficiency” in the internal controls over financial reporting of the Group Companies or the BusinessCompanies, or (Bii) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and(iii) fraud, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statementswhether or not material, have maintained books and records that involves management or other employees of the Group Companies and the Business who have a significant role in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities internal controls over financial reporting of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of LawCompanies.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a true True and complete copy copies of unaudited income statements of (i) the Business for fiscal years 2019 through 2022 (the “Financial Statements”). Each of the Financial Statements fairly presents, in all material respects, the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets sheet of the Business Company for each of the fiscal years ended as of June 30December 31, 2022 2012, December 31, 2011 and June 30December 31, 2023 2010, and the related audited consolidated statements of income income, retained earnings, stockholders’ equity and cash flows changes in financial position of the Business for each Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the years then ended Company’s accountants (the “Closing Company Audited Financial Statements”)) and (ii) the unaudited consolidated balance sheet of the Company as of June 30, when 2013, and the related consolidated statements of income, retained earnings, stockholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (the “Company Interim Financial Statements”) have been delivered following by the date Company to ▇▇▇▇. Each of this Agreement the Company Financial Statements and the Company Interim Financial Statements (including, in accordance with Section 6.14each case, (ithe notes thereto) will be delivered to ▇▇▇▇ have been prepared in accordance with IFRS GAAP applied on a consistent basis throughout during the periods indicated involved (except as may be indicated in the notes thereto), (ii) will and fairly present, present in all material respects, respects the consolidated financial position, position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the Business as at Company Interim Financial Statements, to normal year-end adjustments and the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (iii) will have been audited in accordance with the standards absence of the PCAOB and (iv) will contain an unqualified report of FCB’s auditorsfootnotes). (cb) Except (i) for Liabilities incurred matters reflected or reserved against in connection with the negotiationaudited consolidated balance sheet of the Company for the fiscal year ended as of December 31, preparation or execution of this Agreement or 2012, neither the Company nor any Ancillary Documents, the performance of its covenants and agreements in this Agreement or Subsidiaries has any Ancillary Document or Liabilities of any nature, except Liabilities obligations that (A) were incurred since the consummation date of the transactions contemplated hereby or thereby, (ii) as set forth in the Financial Statement for fiscal year 2022 of the Business, (iii) incurred such balance sheet in the ordinary course of business following consistent with past practice, (B) are incurred in connection with the end transactions contemplated by this Agreement or the Ancillary Agreements, or (C) would not have a Company Material Adverse Effect. (c) The Company and its Subsidiaries have established and maintained a system of internal control over financial reporting. Such internal controls provide reasonable assurance regarding the reliability of the fiscal year 2022 Company’s financial reporting and the preparation of the Business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities that are not and would not reasonably be expected to be, individually or Company’s financial statements in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilitiesaccordance with GAAP. (d) FCB and Neither the Company nor any of its Subsidiaries maintain a system has or is subject to any “Off-Balance Sheet Arrangement” (as defined in Item 303(a)(4)(ii) of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of Regulation S-K promulgated under the Group Companies in accordance with IFRSSecurities Act). (e) Since January 1, 2018, no RemainCo Entity or Group Neither the Company has received nor any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries has any material liability with respect to escheat for receipt of employee concerns regarding possible violations of Lawunclaimed property.

Financial Statements; Undisclosed Liabilities. Other Documents. (a) BP has made available to Mountain a true and complete copy For purposes of unaudited income this Agreement, "Periscope --------------- Financial Statements" shall mean (x) the audited financial statements of Periscope as of December 31, 1997 and December 31, 1996 and the Business for fiscal years 2019 through 2022 then ended (the “Financial Statements”including all notes thereto). Each , consisting of the Financial Statements fairly presents, in all material respects, the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business as of June 30, 2022 and June 30, 2023 at such dates and the related audited consolidated statements of income income, stockholders' equity and cash flows of the Business for each of the years then ended (the “Closing Company "Periscope Audited Financial Statements”"), when delivered following and (y) the date unaudited financial statements of this Agreement in accordance with Section 6.14Periscope as of September 30, 1998 and September 30, 1997 (i) will be including all notes thereto), consisting of the balance sheets at such dates and the results of operations for the nine months then ended (the "Periscope Interim Financial Statements"). The Periscope Financial Statements have been prepared in accordance with IFRS GAAP consistently applied on a consistent basis throughout the periods indicated (except as may be indicated therein or in the notes thereto), (ii) will present fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (iii) will have been audited in accordance with the standards of the PCAOB and (iv) will contain an unqualified report of FCB’s auditors. (c) Except (i) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the Financial Statement for fiscal year 2022 of the Business, (iii) incurred in the ordinary course of business following the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities. (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenuesfinancial position of Periscope as at the dates thereof and the results of operations, expensesstockholders' equity and cash flows of Periscope for the periods covered thereby (subject, assets in the case of any unaudited interim financial statements, to normal year-end adjustments), and liabilities are substantially in accordance with the financial books and records of Periscope. The Periscope Interim Financial Statements are in accordance with the books and records of Periscope and have been prepared on a consistent basis with those of prior years. The Periscope Interim Financial Statements present fairly in all material respects Periscope's financial position as of the Group Companies dates of the Periscope Interim Financial Statements and the Business. BP has made available results of operations for the periods covered by these statements. (b) Periscope does not have any liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, which individually or in the aggregate could be reasonably expected to Mountain have a summary Periscope Material Adverse Effect (as defined below) except (i) as set forth on or reflected in the balance sheet at September 30, 1998 (the "Periscope Interim Balance Sheet") included in the Periscope Financial Statements or (ii) liabilities and obligations incurred since September 30, 1998 in the ordinary and usual course of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Lawbusiness.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a true Attached hereto as SCHEDULE 3.6(a) of the Disclosure Schedules are the consolidated audited balance sheets of the Parent for the years ended December 31, 2005, 2004 and complete copy 2003, the related consolidated audited statements of income and retained earnings and cash flows for the years ended December 31, 2005, 2004 and 2003 (collectively, the "AUDITED FINANCIAL STATEMENTS"), and the consolidated unaudited balance sheet of the Parent as of March 31, 2006 (the "LATEST BALANCE SHEET") and the related statements of income and retained earnings and cash flows for the three-month period ended March 31, 2006 (together with the Audited Financial Statements, the "FINANCIAL STATEMENTS"). The Financial Statements (i) were prepared in accordance with GAAP (except, in the case of unaudited income statements financial statements, for the absence of the Business for fiscal years 2019 through 2022 footnote disclosures and other presentation items and changes resulting from normal year-end adjustments, which are not material), and (the “Financial Statements”). Each of the Financial Statements fairly presentsii) present fairly, in all material respects, the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) will fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Business Parent on a consolidated basis as at the date thereof of such dates and for the periods then ended. Except as disclosed on SCHEDULE 3.6(a) of the Disclosure Schedules, the value of the inventory reflected on the 2005 Balance Sheet would not materially differ from that value reflected on the 2005 Balance Sheet were the cost of such inventory calculated using the average cost method. (b) Attached hereto as SCHEDULE 3.6(b) of the Disclosure Schedules are (i) the unaudited balance sheets, and related statements of income, of the Company (excluding the Excluded Assets) as of, and for the years ended, December 31, 2005 and 2004, and the unaudited balance sheet, and related statement of income, of the Company (excluding the Excluded Assets) as of, and for the three-month period indicated thereinended, except March 31, 2006 (collectively, the "COMPANY UNAUDITED FINANCIAL STATEMENTS"), and (ii) the unaudited balance sheets, and related statements of income, of the Excluded Facilities, the Excluded Assets and the Excluded Liabilities as otherwise specifically noted thereinof, and for the years ended, December 31, 2005 and 2004, and the unaudited balance sheet, and related statement of income, of the Excluded Facilities, the Excluded Assets and the Excluded Liabilities as of, and for the three-month period ended, March 31, 2006 (iii) will have been audited the "EXCLUDED ASSETS 12 UNAUDITED FINANCIAL STATEMENTS" and together with the Company Unaudited Financial Statements, the "COMPANY AND EXCLUDED ASSETS FINANCIAL STATEMENTS"). The Company and Excluded Assets Financial Statements were prepared in good faith in accordance with GAAP (except for the standards absence of footnote disclosures and other presentation items and changes resulting from normal year-end adjustments, which are not material) and were prepared in a manner that is consistent with the Schedule of Excluded Assets and Excluded Liabilities set forth in SCHEDULE 1.5 of the PCAOB and (iv) will contain an unqualified report of FCB’s auditorsDisclosure Schedules. (c) Except as set forth in SCHEDULE 3.6(c) of the Disclosure Schedules, the Company has no material liability or obligation of any nature, whether due or to become due, absolute, contingent or otherwise, except (i) for Liabilities incurred in connection with to the negotiation, preparation or execution of this Agreement or any Ancillary Documents, extent reflected on the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or therebyFinancial Statements, (ii) as set forth in the Financial Statement for fiscal year 2022 of the Business, (iii) liabilities incurred in the ordinary course of business following the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contractafter December 31, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities 2005 that are not and would not reasonably be expected to be, individually have a Material Adverse Effect and (iii) any other liabilities that would not reasonably be expected to have a Material Adverse Effect. There are no obligations or in liabilities of the aggregate, material Company relating to the Group Companies, taken as a whole, no Group Company has any Excluded Facilities other than the Excluded Liabilities. (d) FCB and The Parent is a "holding company" that neither owns, licenses, leases or otherwise has rights to any assets or properties or other rights, except its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements ownership of the Group Companies in accordance with IFRSLLC Interests. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Law.

Financial Statements; Undisclosed Liabilities. (a) BP The Company has made available to Mountain TortoiseCorp III (i) a true and complete copy of unaudited income the audited consolidated balance sheets of the Group Companies as of December 31, 2020 and December 31, 2021 and the related audited consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows of the Business Group Companies for fiscal years 2019 through 2022 each of the periods then ended, together with all related notes and schedules thereto, and (ii) the unaudited consolidated balance sheet of the Group Companies as of June 30, 2023 (the “Latest Balance Sheet”) and the related unaudited consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows of the Group Companies for the period then ended, together with all related notes and schedules thereto (clauses (i) and (ii), collectively, the “Financial Statements”), each of which is attached as Section 3.4(a) of the Company Disclosure Schedules. Each of the Financial Statements (including the notes thereto) (A) was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Business Group Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, and (C) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (b) The audited consolidated balance sheets sheet of the Business Group Companies as of June 30December 31, 2021, and December 31, 2022 and June 30, 2023 and the related audited consolidated statements of income operations and comprehensive loss, stockholders’ equity and cash flows of the Business Group Companies for each of the years periods then ended (and the notes thereto) (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.145.17, (i) will be prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) will fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Business Group Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (iii) will have been be audited in accordance with the standards of the PCAOB and (iv) will contain an unqualified report of FCBthe Company’s auditorsauditors and (iv) will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (c) Except (i) as set forth on the face of the Latest Balance Sheet, (ii) for Liabilities incurred in the ordinary course of business since the date of the Latest Balance Sheet (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its their respective covenants and or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the Financial Statement for fiscal year 2022 of the Business, (iii) incurred in the ordinary course of business following the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or thereby and (iv) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any LiabilitiesLiabilities of the type required to be set forth on a balance sheet in accordance with GAAP. (d) FCB The Group Companies have established and its Subsidiaries maintain a system systems of internal accounting controls sufficient that are designed to provide provide, in all material respects, reasonable assurances assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the Group Companies’ assets. The Group Companies maintain and, for all periods covered by the Financial Statements, have maintained books and records of the Group Companies in accordance with IFRSthe ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects and the transactions reflected therein shall be bona fide transactions. (e) Since January 1Except as set forth in Section 3.4(e) of the Company Disclosure Schedule, 2018since the incorporation of the Company, no RemainCo Entity or Group Company has determined or otherwise received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (Ai) “significant deficiency” in the internal controls over financial reporting of the Group Companies or to the BusinessCompany’s knowledge, or (Bii) a “material weakness” in the internal controls over financial reporting of the Group Companies to the Company’s knowledge or the Business. The Group Companies maintain and(iii) fraud, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statementswhether or not material, have maintained books and records that involves management or other employees of the Group Companies and the Business who have a significant role in the ordinary course internal controls over financial reporting of business the Group Companies. (f) Except as set forth on Section 3.4(f) of the Company Disclosure Schedule, none of the Group Companies has applied for or obtained a loan or second draw pursuant to the PPP. To the extent that are accurate and complete and reflect any of the Group Companies has applied for relief under the CARES Act, it has done so in all material respects in accordance with the revenuesterms, expenses, assets conditions and liabilities other requirements of the Group Companies CARES Act and guidance published by the Businessagencies responsible for delivering such relief. BP has Copies of all applications and, as applicable, evidence of repayment or forgiveness (with supporting documentation) for CARES Act relief have been made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of LawTortoiseCorp III.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a true and complete copy Each of unaudited income the financial statements of the Business for fiscal years 2019 through 2022 Company (the “Financial Statements”). Each of the Financial Statements fairly presents, in all material respects, the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business as of June 30, 2022 and June 30, 2023 and including the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, (inotes) will be prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated included in the notes thereto), (ii) will fairly presentEuramax SEC Reports presents fairly, in all material respects, the consolidated financial position, position and consolidated results of operations and cash flows of the Business Company and its consolidated Subsidiaries as at of the date thereof and respective dates or for the period indicated respective periods set forth therein, all in conformity with GAAP Consistently Applied during the periods involved, except as otherwise specifically noted therein, (iii) will have been audited and subject, in accordance with the standards case of the PCAOB unaudited interim financial statements, to the absence of footnotes and (iv) will contain an unqualified report of FCB’s auditorsto normal non-material year-end adjustments. (cb) Except Neither the Company nor any of its Subsidiaries has any liabilities or obligations, whether absolute or contingent, matured or unmatured or otherwise (“Liabilities”), except (i) for Liabilities incurred that are accrued or reserved against in connection with the negotiation, preparation or execution consolidated financial statements of this Agreement or any Ancillary Documents, the performance of its covenants and agreements Company in this Agreement or any Ancillary Document the Euramax SEC Reports (or the consummation of the transactions contemplated hereby or therebynotes thereto), (ii) as set forth in the Financial Statement for fiscal year 2022 of the BusinessLiabilities which have arisen since December 31, (iii) 2004 that were incurred in the ordinary course of business following the end of the fiscal year 2022 of the Business (none of and which is a Liability for breach of contractdo not have, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities that are not and would not reasonably be expected to benot, individually or in the aggregate, material reasonably be expected to have a Material Adverse Effect, (iii) Liabilities otherwise disclosed on Schedule 3.6 or the Group Companiesother Schedules to this Agreement, taken as a whole(iv) Liabilities incurred in connection with this Agreement and the transactions contemplated hereby, no Group Company has any Liabilities. (dv) FCB Liabilities incurred under executory contracts or agreements or (vi) Liabilities which do not have and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1would not, 2018, no RemainCo Entity individually or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Businessaggregate, or (B) reasonably be expected to have a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of LawMaterial Adverse Effect.

Financial Statements; Undisclosed Liabilities. (ai) BP has made available to Mountain a true and complete copy of unaudited income statements Section 5D(i) of the Business for fiscal years 2019 through 2022 Company Disclosure Letter sets forth the following financial statements (the “Financial Statements”). Each ): (a) the audited consolidated balance sheet of the Financial Statements fairly presentsCompany and its Subsidiaries as of each of December 31, 2010, December 31, 2011, and December 31, 2012, and the related audited consolidated statements of operations and cash flows for the fiscal years then ended and (b) the unaudited balance sheet of the Company and its Subsidiaries as of March 31, 2013 (the “Latest Balance Sheet”), and the related unaudited statements of operations and cash flows for the three-month period then ended. Except as set forth on Section 5D(i) of the Company Disclosure Letter, the foregoing financial statements present fairly, in all material respects, the financial position of the Company and its Subsidiaries as of the dates referred to for such financial statements, and the results of their or its operations of the Business as at the date thereof and for the period indicated periods referred to therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance conformity with Section 6.14, (i) will be prepared GAAP in accordance with IFRS applied on a consistent basis throughout the periods indicated all material respects (except as may be indicated in the notes theretothereto and subject, in the case of the unaudited financial statements, to the lack of footnote disclosure and changes resulting from year-end adjustments), . (ii) will fairly present, in all material respects, the consolidated financial position, results of operations and cash flows Except as set forth on Section 5D(ii) of the Company Disclosure Letter, none of the Company, any of its Subsidiaries or the Business as at has any liabilities or obligations whatsoever (whether matured or unmatured, known or unknown, fixed or contingent or otherwise) of the date thereof and for the period indicated thereintype required to be reflected on or reserved against in, except as otherwise specifically noted therein, (iii) will have been audited a consolidated balance sheet prepared in accordance with GAAP (collectively, “Liabilities”) except (a) Liabilities reflected on or reserved against in the standards Latest Balance Sheet or disclosed in the notes thereto, (b) Liabilities that have arisen since the date of the PCAOB and (iv) will contain an unqualified report of FCB’s auditors. (c) Except (i) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the Financial Statement for fiscal year 2022 of the Business, (iii) incurred Latest Balance Sheet in the ordinary course of business following consistent with the end Company’s, its Subsidiaries’ or the Business’ past practice (including obligations pursuant to any Company Material Contract or any other contract of the fiscal year 2022 Company or its Subsidiaries or the Business), as applicable, (c) Liabilities arising after the date of this Agreement in connection with the Business transactions contemplated by this Agreement, and (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Lawd) or (iv) for Liabilities that are not and would not reasonably to be expected to be, individually or included in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilitiescomputation of Closing Net Working Capital. (diii) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient Neither the Company nor any Subsidiary is party to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1any interest rate, 2018commodity or other similar swap, no RemainCo Entity or Group Company has received any written material complaintcap, allegationcollar, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Businessfutures contract, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Lawhedging arrangement.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a true Section 3.6(a) of the Company Disclosure Schedule sets forth copies of (i) the unaudited consolidated balance sheet as of December 31, 2023 and complete copy December 31, 2024 of unaudited income the Company and its Subsidiaries and the related statements of operations and cash flows for each 12-month period then ended (collectively, the Business “Unaudited Financials”), and (ii) the audited balance sheet as of December 31, 2023 and December 31, 2024 (together with the unaudited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2024, the “2024 Balance Sheets”) of the Company Broker-Dealer and the related statements of operations and cash flows for fiscal years 2019 through 2022 each 12-month period then ended (collectively, the “Audited Financial Statements”, and together with the Unaudited Financials, the “Financial Statements”). Each The Financial Statements were derived from the books and records of the Financial Statements Group Companies and have been prepared in accordance with GAAP, consistently applied, and present fairly presents, in all material respects, respects the financial condition and results of operations of the Business Group Companies (taken as at whole) as of the date thereof times and for the period indicated periods referred to therein, except as otherwise specifically noted thereinsubject to the notes thereto. (b) The audited consolidated balance sheets None of the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, (i) will Group Companies has any Liabilities required to be reflected on a balance sheet prepared in accordance with IFRS applied GAAP, except for Liabilities (i) reflected or reserved against on a consistent basis throughout the periods indicated 2024 Balance Sheets (except as may be indicated in the including any notes thereto), (ii) will fairly presentincurred after December 31, in all material respects, the consolidated financial position, results of operations and cash flows of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (iii) will have been audited in accordance with the standards of the PCAOB and (iv) will contain an unqualified report of FCB’s auditors. (c) Except (i) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the Financial Statement for fiscal year 2022 of the Business, (iii) incurred 2024 in the ordinary course of business following the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities and that are not and would not reasonably be expected to benot, individually or in the aggregate, material to any such Group Company, (iii) arising in connection with the Group CompaniesTransactions, taken as a whole, no Group or (iv) disclosed on Section 3.6(b) of the Company has any LiabilitiesDisclosure Schedule. (dc) FCB The Group Companies have established and its Subsidiaries maintain a system of internal accounting controls sufficient over financial reporting (such system being herein referred to as the “Financial Controls”) that is designed to provide reasonable assurances assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures designed to (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Group Companies; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the Group Companies are being made only in accordance with IFRSappropriate authorizations of the Company’s management and the board of directors of the Company; (iii) provide assurance regarding prevention and timely detection of unauthorized acquisition, use or disposition of the assets of the Group Companies; and (iv) except as disclosed on Section 3.6(c) of the Company Disclosure Schedule, no material weaknesses or significant deficiencies in internal controls or reportable conditions exist as of December 31, 2024. To the Knowledge of the Company, since April 1, 2021, there have been no instances of Actual Fraud by any officer or employee of the Group Companies, whether or not material. (ed) Since January April 1, 20182021, no RemainCo Entity none of the Group Companies, their respective officers nor, to the Company’s Knowledge, the Group Companies’ independent auditors have received, identified or Group Company has received been made aware of any written material complaint, allegation, deficiency, assertion or claim from that any source regarding accounting, internal Group Company has engaged in questionable accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Lawpractices.

Financial Statements; Undisclosed Liabilities. (a) BP has made available The Members have delivered to Mountain a true Buyer correct and complete copy copies of unaudited income (i) the balance sheets of the Acquired Companies as of December 31, 2020, and related statements of income, cash flows and changes in all members’ equity of the Business Acquired Companies for fiscal the years 2019 through 2022 then ended, together with the related notes thereto (the “Year-End Financial Statements”), and (ii) the unaudited balance sheet of the Acquired Companies as of December 31, 2020, and related statements of income, and changes in members’ equity of the Acquired Companies for the two (2) month period then ended (the “Interim Financial Statements”, and together with the Year-End Financial Statements, the “Financial Statements”). Each of , and the most recent Financial Statements fairly presents, in all material respects, the results of operations of the Business referred to herein as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Most Recent Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be . The Financial Statements have been prepared in accordance with IFRS and applied on a consistent basis throughout the periods indicated (except as may be indicated period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes thereto(that, if presented, would not differ materially from those presented in the Year-End Financial Statements), (ii) will . The Financial Statements fairly present, in all material respects, present the consolidated Acquired Companies’ financial position, position as of the dates indicated and their operating results of operations and cash flows of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (iii) will indicated. The Acquired Companies have been audited no Liabilities of the type required to be reflected on a balance sheet prepared in accordance with GAAP, except (a) those which are adequately reflected or reserved against in the standards balance sheet as of the PCAOB Most Recent Financial Statements, and (ivb) will contain an unqualified report of FCB’s auditors. those Current Liabilities which have been incurred in the Ordinary Course consistent with past practice since the Most Recent Financial Statements and (c) Except (i) for Liabilities incurred those Permitted Encumbrances described reflected in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation 4.9 of the transactions contemplated hereby or thereby, (ii) as set forth in the Financial Statement for fiscal year 2022 of the Business, (iii) incurred in the ordinary course of business following the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilitiesdisclosure schedule. (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Law.

Financial Statements; Undisclosed Liabilities. ▇▇▇▇▇▇▇▇.▇▇.▇▇▇▇▇▇▇▇ (a) BP has made available to Mountain a Section 4.6(a) of the Disclosure Schedule sets forth true and complete copy correct copies of unaudited income the following financial statements (i) the audited balance sheets of the Company as of each of December 31, 2014 and 2013 and (ii) the related audited statements of income, changes in members’ equity and cash flows of the Business Company for fiscal years 2019 through 2022 then ended, including the notes thereto (collectively, the “Audited Financial Statements”). Each . (b) Section 4.6(b) of the Disclosure Schedule sets forth true and correct copies of (i) the balance sheet of the Company as of August 31, 2015 (the “Unaudited Balance Sheet”), and (ii) the related statements of income, changes in members’ equity and cash flows of the Company for the seven month period then ended (together with the Unaudited Balance Sheet, the “Unaudited Financials” and, together with the Audited Financial Statements fairly presentsStatements, the “Financial Information”). (c) The Financial Information is based upon the books and records of the Company on a basis consistently applied with past practices and present fairly, in all material respects, the financial condition, the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each Company as of the years then ended times and for the periods indicated therein, subject, in the case of the Unaudited Financials, to customary year-end adjustments and the absence of footnotes (the “Closing Company Audited none of which are material in amount or nature). The Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be Information has been prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated covered thereby. (except as may be indicated d) The statutory books, records and accounts of the Company have been maintained in accordance with all applicable Laws. The statutory books, records and accounts of the Company are in the notes thereto)possession (or under the control) of the Company. (e) There exist no liabilities or obligations of a type required to be recorded or reflected on a balance sheet or disclosed in the footnotes thereto under GAAP except (i) as disclosed, reflected or reserved against in the Unaudited Balance Sheet, (ii) will fairly present, in all material respects, the consolidated financial position, results of operations and cash flows for items specifically disclosed on Section 4.6(e) of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, Disclosure Schedule or (iii) will have been audited in accordance with the standards of the PCAOB for liabilities and (iv) will contain an unqualified report of FCB’s auditors. (c) Except (i) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the Financial Statement for fiscal year 2022 of the Business, (iii) obligations incurred in the ordinary course of business following consistent with past practice since August 31, 2015 (the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law“Balance Sheet Date”) or (iv) for Liabilities that are not consistent in amount and would not reasonably be expected type to be, individually or those contained in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any LiabilitiesUnaudited Balance Sheet. (df) FCB and its Subsidiaries maintain The Company maintains a system of internal accounting controls sufficient to provide reasonable assurances that assurance that: (i) all assets, liabilities and transactions are accurately and timely recorded as necessary to permit preparation of financial statements that fairly present the financial condition and results of operations of the Group Companies Company and its business in accordance with IFRS. GAAP applied on a consistent basis, (eii) Since January 1transactions are executed and access to records is permitted only in accordance with management’s authorization and (iii) all inter-company transactions, 2018, no RemainCo Entity charges and expenses among or Group between the Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” and its Affiliates are accurately reflected at fair arms-length value in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of LawInformation.

Financial Statements; Undisclosed Liabilities. (a) BP has made available The Sellers have delivered to Mountain a true and complete copy of unaudited income Parent the (i) (A) reviewed consolidated statements of income, changes in stockholder’s equity and cash flows of the Business Company and its Subsidiaries for the fiscal years 2019 through 2022 ended March 31, 2016, 2017 and 2018 and (B) reviewed consolidated balance sheets of the Company and its Subsidiaries as at such dates, and (ii) (A) unaudited interim consolidated comparative statements of income, changes in stockholder’s equity and cash flows for the period ending May 31, 2018 and (B) an unaudited interim comparative consolidated balance sheet as of the end of such date (the financial statements described in the foregoing clauses (i) and (ii), collectively, the “Company Financial Statements”). Each The Company Financial Statements were derived from the books and records of the Financial Statements fairly presents, in all material respects, the results of operations of the Business as at the date thereof Company and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business as of June 30, 2022 its Subsidiaries and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) will fairly presentpresent fairly, in all material respects, the consolidated financial position, position and consolidated results of operations and cash flows of the Business Company and its consolidated Subsidiaries as at of the date thereof and respective dates or for the period indicated respective periods set forth therein, all in conformity with GAAP, except as otherwise specifically noted thereintherein or on Schedule 3.6(a), and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments. (iiib) will Except as disclosed in the Company Financial Statements or in Schedule 3.6(b), the Company and the Subsidiaries have been audited no liabilities or financial commitments or obligations of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured, required to be reflected or reserved on a balance sheet (or disclosed in the footnotes thereto) prepared in accordance with the standards of the PCAOB and (iv) will contain an unqualified report of FCB’s auditors. (c) Except GAAP, except for (i) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the Financial Statement for fiscal year 2022 of the Business, (iii) those which have been incurred in the ordinary course of business following in a manner consistent with the end of Company’s or the fiscal year 2022 of the Business applicable Subsidiary’s past practices; (none of which is a Liability ii) liabilities or obligations for breach of contract, breach of warranty, tort, infringement or violation of Law) performance under Contracts; or (iviii) for Liabilities that are not and would not reasonably be expected to beliabilities, individually potential liabilities or financial obligations disclosed specifically as such in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities. (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies this Agreement or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available Schedules to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Lawthis Agreement.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a true and complete copy Section 3.7(a) of unaudited income the Disclosure Letter contains the audited financial statements of Seller’s Surgery Centers Division as of and for the Business for fiscal two years 2019 through 2022 ended December 31, 2005 (collectively, the “"Audited Financial Statements”"). Each of the The Audited Financial Statements and notes thereto (i) have been prepared from the books and records of Seller’s Surgery Centers Division, (ii) have been prepared in accordance with GAAP, consistently applied (except as disclosed therein), and (iii) fairly presents, present in all material respectsrespects the financial condition and results of operations of Seller’s Surgery Centers Division as of the dates thereof and for the periods presented. (b) Section 3.7(b) of the Disclosure Letter contains the unaudited pro forma balance sheet and income statement of the Division as of and for the twelve-month period ended December 31, 2006 (the "Year-End Pro Forma Financial Statement"). The Year-End Pro Forma Financial Statement (A) has been prepared from the books and records of Seller and the Division, (B) has been prepared in the manner set forth in Section 3.7(b) of the Disclosure Letter, (C) fairly presents in all material respects the financial condition and results of operations of the Division on the basis of presentation outlined in Section 3.7(b) of the Disclosure Letter, which is intended to present the results of operations and financial position of the Division being sold by Seller and acquired by Buyer, and (D) except as set forth in Section 3.7(c)(ii) of the Disclosure Letter, reflects the results of operations of the Business Division on a basis consistent with Seller's segment reporting in its report on Form 10-K for the year ended December 31, 2006, filed with the Securities and Exchange Commission (the "Form 10-K"). (c) Section 3.7(c) of the Disclosure Letter contains the unaudited pro forma financial information of the Division as at the date thereof of and for the period indicated thereinyear ended December 31, except as otherwise specifically noted therein2005 (collectively, the "2005 Pro Forma Financial Information"). The 2005 Pro Forma Financial Information (i) has been prepared from the books and records of Seller and the Division, (ii) has been prepared in the manner set forth in Section 3.7(c)(ii) of the Disclosure Letter, and (iii) fairly presents in all material respects the financial condition and results of operations of the Division on the basis of presentation outlined in Section 3.7(c) of the Disclosure Letter, which is intended to present the results of operations and financial position of the Division being sold by Seller and acquired by Buyer. [Washington DC #361873 v9] 14 (d) Section 3.7(d) of the Disclosure Letter contains the following reconciliations: (i) From the segment financial information presented in Seller's annual report on Form 10-K for the fiscal year ended December 31, 2005, filed with the Securities and Exchange Commission (the "2005 Segment Information") to the 2005 Pro Forma Financial Information; (ii) From the 2005 Segment Information to the Audited Financial Statements; and (iii) From the segment income statement information presented in Seller's Form 10-K (the "Year-End Segment Information") to the Year-End Pro Forma Financial Statement. The reconciliations set forth in Section 3.7(d) of the Disclosure Letter have been fairly presented and properly disclose the reconciling items from each of (i) the 2005 Segment Information to the 2005 Pro Forma Financial Information, (ii) the 2005 Segment Information to the Audited Financial Statements, and (iii) from the Year-End Segment Information to the Year-End Pro Forma Financial Statement. (be) Except as set forth in Section 3.7(e) of the Disclosure Letter, since December 31, 2005, except for liabilities and obligations (i) disclosed in the Audited Financial Statements or the notes thereto, (ii) incurred since December 31, 2005 in the ordinary course of business, consistent with past practice, and that do not materially and adversely impact the Division or (iii) disclosed in Section 3.7(a) of the Disclosure Letter, neither the Company nor any of the Division Subsidiaries, nor, to Seller's Knowledge, any of the Minority Interest Division Entities, has incurred any material liabilities or obligations (whether direct or indirect, accrued, contingent or otherwise and whether or not required to be recorded or reflected on a balance sheet or in the notes thereto prepared in accordance with GAAP). (f) Except as set forth in Section 3.7(f) of the Disclosure Letter, all accounts receivable of the Company, the Division Subsidiaries and, to Seller's Knowledge, the Minority Interest Division Entities, represent amounts receivable for goods actually delivered or services actually provided (or, in the case of non-trade receivables, represent amounts receivable in respect of other bona fide business transactions) in the ordinary course of business. (g) The amount of Intercompany Indebtedness as of the Closing Date shall be no less than $80 million, and no repayments other than scheduled amortization of principal and interest or cancellation of debt in connection with the closure of Facilities shall have been made on any Intercompany Indebtedness since December 31, 2006. (h) The 2006 Audited Financial Statements and the audited consolidated combined balance sheets of the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income operations, changes in invested equity and cash flows of included in the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when Required Information delivered following the date of this Agreement in accordance with pursuant to Section 6.145.7, (i) will shall have been prepared from the books and records of Seller’s Surgery Centers Division, (ii) shall have been be prepared in accordance with IFRS GAAP, consistently applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), disclosed therein) and (iiiii) will shall fairly present, present in all material respects, respects the consolidated financial positioncondition, results of operations, changes in invested [Washington DC #361873 v9] 15 equity and cash flow of Seller’s Surgery Centers Division, as the case may be, as of the dates thereof and for the periods presented. The reconciliations to be delivered pursuant to Section 5.7(c) shall have been fairly presented, shall properly disclose the reconciling items from each of the 2006 Segment Information to the 2006 Audited Financial Statements and shall have been prepared on the same basis as the reconciliations provided pursuant to Section 3.7(d)(ii). (i) The unaudited balance sheets and statements of operations and cash flows described in part I.B.3 and I.B.4 of the Business as at the date thereof Schedule V and for the period indicated therein, except as otherwise specifically noted therein, (iii) will have been audited in accordance with the standards of the PCAOB and (iv) will contain an unqualified report of FCB’s auditors. (c) Except (i) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the Financial Statement for fiscal year 2022 of the Business, (iii) incurred in the ordinary course of business following the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities that are not and would not reasonably be expected delivered by Seller pursuant to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities. (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is Section 5.7(c): (A) “significant deficiency” in shall have been prepared from the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies Seller and the Business Division; (B) shall have been prepared in the ordinary course of business that are accurate accordance with GAAP, consistently applied, and complete and reflect (C) shall fairly present in all material respects the revenuesfinancial condition, expensesresults of operations, assets changes in invested equity and liabilities cash flow of the Group Companies Division as of the dates thereof and for the periods presented (except for normal and recurring year-end adjustments). (j) The unaudited pro forma financial information described in part II of Schedule V and delivered by Seller pursuant to Section 5.7 (i) shall have been prepared from the books and records of Seller and the Business. BP has made available to Mountain a summary Division, (ii) shall have been prepared in the manner set forth in Section 3.7(c)(ii) of the Disclosure Letter, and (iii) shall fairly present in all material complaints or concerns relating to other matters made since January 1, 2020 through respects the whistleblower hot-line or equivalent system financial condition and results of FCB and/or its Subsidiaries for receipt operations of employee concerns regarding possible violations the Division on the basis of Lawpresentation outlined in Section 3.7(c) of the Disclosure Letter.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a Set forth on Schedule 3.06 in the Disclosure Schedule are true and complete copy of unaudited income statements copies of the Business for fiscal years 2019 through 2022 following financial statements (collectively, the “Financial Statements”). Each of the Financial Statements fairly presents, in all material respects, the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein.): (bi) The the audited consolidated balance sheets sheet of the Business Company and its Subsidiaries as of June 30such time for the fiscal years ended December 31, 2020, December 31, 2021 and December 31, 2022 and June 30, 2023 and the related audited consolidated statements of income operations, stockholders’ equity and cash flows of for the Business for each of the years fiscal year then ended (other than with respect to BBC Industries, Inc., which shall be unaudited for the fiscal year ended December 31, 2022); and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of March 31, 2023 (the “Closing Company Audited Most Recent Balance Sheet”) and the related statements of operations and stockholders’ equity for the three-month period then ended (together with the Most Recent Balance Sheet, collectively, the “Most Recent Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, . (ib) will be The Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in books of account and other financial records of the notes thereto)Company and its Subsidiaries, (ii) will and fairly present, in all material respects, the consolidated financial positioncondition, results of operations and cash flows of the Business Company and its Subsidiaries on a consolidated basis as at of the date thereof times and dates and for the period indicated periods referred to therein, and were, except as otherwise specifically noted thereinset forth on Schedule 3.06(b), (iii) will have been audited prepared in accordance with GAAP consistently applied throughout the standards of periods involved; provided, however, that the PCAOB and Most Recent Financial Statements are subject to normal year-end recurring adjustments (iv) will contain an unqualified report of FCB’s auditors. (c) Except (i) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the Financial Statement for fiscal year 2022 of the Business, (iii) incurred in the ordinary course of business following the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities that are not and would not reasonably be expected to benot, individually or in the aggregate, material) and lack footnotes and other immaterial presentation items. The amounts reflected in the Financial Statements as receivables continue to represent bona fide receivables due from customers to the Company and its Subsidiaries. (c) There is no Liability, debt or obligation of or claim against the Company or any of its Subsidiaries, except for Liabilities and obligations (i) specifically reflected on and reserved against on the Financial Statements or expressly disclosed in the notes thereto, (ii) that have arisen since the Most Recent Balance Sheet in the Ordinary Course, none of which arose out of or relate to a breach of Contract, violation of Law, tort, lawsuit, infringement or misappropriation, (iii) disclosed in the Disclosure Schedule or (iv) which would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole, no Group Company has any Liabilities. (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Lawaggregate.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a true and complete copy of unaudited income statements Section 3.07(a) of the Business for fiscal years 2019 through 2022 (Seller Disclosure Schedule sets forth the “Financial Statements”). Each of the Financial Statements fairly presents, in all material respects, the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited unaudited consolidated balance sheets of the Business Company and the Company Subsidiary as of June 30December 31, 2022 1998, 1997 and June 301996 (the unaudited consolidated balance sheet as of December 31, 2023 1998, the "Company Balance Sheet"), and the related audited unaudited consolidated statements of income and cash flows of the Business Company and the Company Subsidiary for each of the years then periods ended December 31, 1998, 1997 and 1996 (such financial statements, collectively, the “Closing "Company Audited Financial Statements”"), when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) will fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (iii) will have been audited in accordance with the standards of the PCAOB and (iv) will contain an unqualified report of FCB’s auditors. (c) . Except (i) for Liabilities incurred as set forth in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation Section 3.07(a) of the transactions contemplated hereby or therebySeller Disclosure Schedule, (ii) as set forth in the notes to the Company Financial Statement Statements and (iii) for fiscal year 2022 the absence of footnotes complying with U.S. GAAP, the Company Financial Statements have been prepared in conformity with U.S. GAAP consistently applied during the periods involved and fairly present in all material respects the consolidated financial position of the BusinessCompany and the Company Subsidiary and the consolidated results of their operations and cash flows for the respective periods indicated. (b) Section 3.07(b) of the Seller Disclosure Schedule sets forth (i) the unaudited Statements of the Other Assets as of December 31, 1998, 1997 and 1996 (the unaudited consolidated Statement of the Other Assets as of December 31, 1998, the "Other Assets Statement"), and the unaudited Statements of Results of Operations of the Other Assets for the periods ended December 31, 1998, 1997 and 1996 (such financial statements, collectively, the "Other Assets Financial Statements"). Except (i) as set forth in Section 3.07(b) of the Seller Disclosure Schedule, (ii) as set forth in the notes to the Other Assets Financial Statements and (iii) for the absence of footnotes complying with U.S. GAAP, the Other Assets Financial Statements have been prepared in conformity with U.S. GAAP consistently applied during the periods involved and fairly present in all material respects the assets included in the Other Assets and the Assumed Non-U.S. Liabilities and the results of operations of the Other Assets for the respective periods indicated. (c) The Company and the Company Subsidiary do not have, and the Other Assets and Assumed Non-U.S. Liabilities do not include, any debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including, without limitation, those arising under any Applicable Law or Action and those arising under any contract, agreement, arrangement, commitment or undertaking, in each case required by U.S. GAAP to be reflected on a consolidated balance sheet of the Company and the Company Subsidiary or in a statement of the Other Assets, as the case may be, or, in each case, in the notes thereto, except (i) as disclosed, reflected or reserved against in the Company Balance Sheet or the Other Assets Statement, (ii) for items set forth in Section 3.07(c) of the Seller Disclosure Schedule, (iii) for liabilities incurred in the ordinary course of business following the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contractconsistent with past practice since December 31, breach of warranty, tort, infringement or 1998 and not in violation of Law) or this Agreement, (iv) for Liabilities that are not Taxes, (v) for Excluded Liabilities, (vi) for the OIG Liabilities, (vii) for the liabilities for which Buyer is indemnified under Section 11.02(a)(v) and would not reasonably be expected to be(viii) for other liabilities which, individually or in the aggregate, material to the Group Companies, taken as would not have a whole, no Group Company has any LiabilitiesMaterial Adverse Effect. (d) FCB and its Subsidiaries maintain a system This Section 3.07 will not be deemed breached by changes in U.S. GAAP or Applicable Law after the date of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRSthis Agreement. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Law.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a true Set forth in Section 3.6(a) of the Seller Disclosure Schedules are true, correct and complete copy copies of unaudited income (i) the audited consolidated financial statements of the Business for fiscal years 2019 through 2022 Company (including the “Financial Statements”). Each consolidated balance sheet and the related consolidated statements of the Financial Statements fairly presentsoperations, in all material respects, the results members’ equity and cash flows) as of operations of the Business as at the date thereof and for the period indicated thereinended December 31, except as otherwise specifically noted therein. 2015 and (bii) The audited the unaudited consolidated balance sheets financial statements of the Business as of June 30, 2022 Company (including the balance sheet and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business Company) as of and for the 12-month period ended December 31, 2016, in each of the years then ended (the “Closing Company Audited Financial Statements”)case, when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be prepared in accordance with IFRS GAAP, consistently applied on a consistent basis throughout as of the dates and for the periods indicated presented (except as may be indicated stated therein or in the notes theretothereto and, with respect to the unaudited financial statements, subject to audit and year-end adjustments and the absence of footnotes) (collectively, the “Financial Statements”), (ii) will . The Financial Statements present fairly present, in all material respects, respects the consolidated financial position, condition and results of operations and cash flows of the Business Company in accordance with GAAP as at of the date thereof dates and for the period indicated thereinperiods presented, except as otherwise specifically noted thereinmay be stated therein or in the notes thereto and, (iii) will have been audited in accordance with respect to the standards unaudited financial statements, subject to audit and year-end adjustments and the absence of the PCAOB and (iv) will contain an unqualified report of FCB’s auditorsfootnotes. (cb) Except (i) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the Financial Statement for fiscal year 2022 Statements (including the related notes and schedules), none of the BusinessCompany or any of the Company Subsidiaries has any Obligations required by GAAP to be set forth on a balance sheet, except for Obligations (iiii) incurred since December 31, 2016 in the ordinary course of business following consistent with past practice, (ii) incurred in connection with the end of the fiscal year 2022 of the Business transactions contemplated by this Agreement and (none of iii) which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities that are not and would not reasonably be expected to behave, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any LiabilitiesMaterial Adverse Effect. (dc) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded Since December 31, 2016, (i) except as necessary to permit preparation of financial statements set forth in Section 3.6(c) of the Group Companies in accordance with IFRS. Seller Disclosure Schedules, none of the Seller, the Company or any of the Company Subsidiaries has taken any action that, if taken after the Execution Date, would violate the provisions of Section 5.2 and (eii) Since January 1there has been no event, 2018fact, no RemainCo Entity change, occurrence or Group Company circumstance which has received any written material complainthad, allegationor would reasonably be expected to have, assertion individually or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Businessaggregate, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of LawMaterial Adverse Effect.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a true Schedule 3.07(a) sets forth (i) the unaudited consolidating balance sheet and complete copy unaudited consolidating statement of income for the six months ended June 30, 2002, (ii) the unaudited income consolidating balance sheets and unaudited consolidating statements of income of the Business Company and its consolidated subsidiaries (including the Company Subsidiaries) for fiscal the years 2019 through 2022 ended December 31, 1999, 2000 and 2001, and (iii) the audited consolidated balance sheet of the Company and its consolidated subsidiaries (including the Company Subsidiaries) for the year ended December 31, 2001, together with the notes to such audited balance sheet ((i), (ii) and (iii), collectively, the “Financial Statements”). Each of the The Financial Statements have been prepared in conformity with GAAP (except that the unaudited financial statements do not reflect year end adjustments and are not accompanied by footnotes) consistently applied during the periods involved, except as otherwise disclosed in the notes thereto, and present fairly presents, in all material respects, respects the financial condition and results of operations of the Business Company and its consolidated subsidiaries (including the Company Subsidiaries) as at of the date dates thereof and for the period indicated therein, except as otherwise specifically noted thereinperiods indicated. (b) The None of the Company or the Company Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) of a nature required by GAAP to be reflected on a consolidated balance sheet of the Company and its consolidated Subsidiaries (including the Company Subsidiaries) or in the notes thereto except (i) as disclosed, reflected or reserved against in the audited consolidated balance sheets of the Business sheet as of June 30December 31, 2022 and June 30, 2023 2001 described in Section 3.07(a) and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended notes thereto (the “Closing Company Audited Financial StatementsBalance Sheet”), when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) will fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted thereindisclosed on Schedule 3.07(b), (iii) will have been audited in accordance with the standards of the PCAOB for liabilities and (iv) will contain an unqualified report of FCB’s auditors. (c) Except (i) for Liabilities obligations incurred in connection with the negotiation, preparation or execution Ordinary Course of Business since the Reference Balance Sheet Date and not in violation of this Agreement or any Ancillary the other Transaction Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the Financial Statement for fiscal year 2022 of the Business, (iii) incurred in the ordinary course of business following the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities. (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Law.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a true and complete copy Section 6.7 of unaudited income the Merger Partner Disclosure Schedule sets forth: (i) the audited consolidated statements of the Business for fiscal years 2019 through 2022 operations, comprehensive (the “Financial Statements”). Each loss) income, equity and cash flows of the Financial Statements fairly presents, in all material respects, the results of operations of the Business as at the date thereof and Merger Partner OpCo (together with its Subsidiaries) for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business as of June years ended September 30, 2022 and October 1, 2021 and the audited consolidated balance sheet of Merger Partner OpCo (together with its Subsidiaries) as of September 30, 2022, (ii) the unaudited interim consolidated statements of operations and cash flows of Merger Partner OpCo (together with its Subsidiaries) for the nine (9) months ended June 30, 2023 and the related audited unaudited consolidated statements balance sheet of income Merger Partner OpCo (together with its Subsidiaries) as of June 30, 2023 and cash flows (iii) the unaudited consolidated balance sheet of the Business for each Merger Partner OpCo (together with its Subsidiaries) as of the years then ended September 29, 2023 (collectively, the “Closing Company Audited Merger Partner Financial Statements”), when delivered following . The Merger Partner Financial Statements (x) were derived from the date Books and Records of this Agreement in accordance with Section 6.14, (i) will be Merger Partner and the Merger Partner Subsidiaries and were prepared in accordance with IFRS GAAP in all material respects consistently applied on a consistent basis throughout the periods indicated (involved, except as may be indicated in the notes thereto), otherwise noted therein and (iiy) will fairly presentpresent fairly, in all material respects, the consolidated financial position, position and the consolidated results of operations of Merger Partner OpCo (together with its Subsidiaries) as of the respective dates thereof or the periods then ended, in each case except as may be noted therein and, in the case of interim statements, subject to normal and recurring year-end adjustments and the absence of footnote disclosures; provided that the Merger Partner Financial Statements are not necessarily indicative of what the results of operations, financial position and cash flows of Merger Partner will be in the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (iii) will have been audited in accordance with the standards of the PCAOB and (iv) will contain an unqualified report of FCB’s auditorsfuture. (cb) Except To the Knowledge of Merger Partner, there are no Liabilities or obligations of Merger Partner or its Subsidiaries of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a balance sheet of Merger Partner, other than those that (i) for Liabilities incurred in connection with are reflected or reserved against on the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, Merger Partner Financial Statements; (ii) as set forth in the Financial Statement for fiscal year 2022 of the Business, (iii) have been incurred in the ordinary course of business following since September 29, 2023; (iii) are incurred in connection with the end transactions contemplated hereby or the announcement, negotiation, execution or performance of this Agreement or the fiscal year 2022 of the Business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or Transaction Documents; (iv) for Liabilities that are not and have been (or will be prior to the Closing) discharged or paid off; or (v) would not reasonably be expected to behave, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any LiabilitiesMerger Partner Material Adverse Effect. (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Law.

Financial Statements; Undisclosed Liabilities. (a) BP has made available Attached to Mountain a Section 3.5(a) of the Company Disclosure Schedule are true and complete copy copies of (i) the audited consolidated financial statements of (A) Oneida Ltd. and its Subsidiaries ("Oneida") and (B) Anchor Holdings, Inc. and its Subsidiaries ("Anchor") (including the balance sheet and the related statements of income, stockholders' equity and cash flows) as of and for the years ended December 31, 2010, and 2011 (the "Audited Financial Statements"), and (ii) the unaudited income consolidated financial statements of the Business for fiscal years 2019 through 2022 (the “Financial Statements”). Each Company and its Subsidiaries as of the Financial Statements fairly presents, in all material respects, the results of operations of the Business as at the date thereof and for the twelve (12) month period indicated thereinended December 31, except as otherwise specifically noted therein. 2012 (b) The audited consolidated balance sheets of collectively with the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”, the "Company Financial Statements"), when delivered following . The Company Financial Statements were prepared on the date basis of this Agreement and in accordance with Section 6.14the books and records of the Company and its Subsidiaries (or, in the case of the Audited Financial Statements, on the basis of and in accordance with the books and records of Oneida or Anchor and their respective Subsidiaries, as the case may be). The Company Financial Statements (iincluding in each case, the notes thereto, if any) will be have been prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) will GAAP and present fairly present, in all material respects, the consolidated financial position, position and results of operations and cash flows of the Business Company and its Subsidiaries (or, in the case of the Audited Financial Statements, the consolidated financial position and results of operations and cash flows of Oneida or Anchor and their respective Subsidiaries, as at the date case may be) as of the dates thereof and for the period indicated thereinperiods covered thereby; provided, except as otherwise specifically noted thereinhowever, (iii) will have been audited that the unaudited Company Financial Statements do not include all footnotes or normal year-end closing adjustments in accordance with GAAP (none of which are or would reasonably be expected to be material individually or in the standards aggregate determined as of the PCAOB date of and (iv) will contain an unqualified report for the periods which are the subject of FCB’s auditorssuch unaudited Company Financial Statements). (cb) Except for matters reflected or reserved against in (i) the unaudited consolidated balance sheet of the Company for Liabilities the twelve (12) month period ended December 31, 2012 and except as set forth on Section 3.5(b) of the Company Disclosure Schedule, none of the Company nor any of its Subsidiaries has any liabilities of any nature except liabilities that (i) were incurred since the date of such balance sheet in the ordinary course of business, (ii) were incurred in connection with the negotiation, preparation or execution of transactions contemplated by this Agreement or any the Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the Financial Statement for fiscal year 2022 of the BusinessAgreements, (iii) incurred were otherwise disclosed in the ordinary course of business following the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) Company Disclosure Schedule or (iv) for Liabilities that are do not and would not reasonably be expected to be, individually or exceed $4,000,000 in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities. (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Law.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a true and complete copy Section 3.7(a) of unaudited income the Disclosure Letter contains the audited financial statements of the Business Division as of and for fiscal the two years 2019 through 2022 ended December 31, 2005 (collectively, the “Audited Financial Statements”). Each of the The Audited Financial Statements and notes thereto (i) have been prepared from the books and records of Seller and the Division, (ii) have been prepared in accordance with GAAP, consistently applied (except as disclosed therein), and (iii) fairly presents, present in all material respectsrespects the financial condition and results of operations of the Division for the periods presented, as more fully described in the notes to the Audited Financial Statements. (b) Section 3.7(b)(i) of the Disclosure Letter contains the unaudited interim pro forma income statements of the Division prepared on a quarterly basis for each of the quarters during the nine-month period ended September 30, 2006 (the “Interim Pro Forma Income Statements”). The Interim Pro Forma Income Statements (i) are pro forma for the ongoing and continuing operations of the Division, prepared in the manner set forth in Section 3.7(b)(ii) of the Disclosure Letter, (ii) have been prepared from the books and records of Seller and the Division, (iii) fairly present in all material respects the results of operations of the Business as at Division on the date thereof and basis of reporting to Seller for the period indicated thereinperiods presented, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) will fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (iii) will have been audited in accordance with the standards of the PCAOB and (iv) will contain an unqualified reflect the results of operations of the Division as presented in Seller’s quarterly segment reporting in its interim report of FCB’s auditorson Form 10-Q for the nine months ended September 30, 2006, filed with the Securities and Exchange Commission (the “September 30 Form 10-Q”). (c) Except Section 3.7(c) of the Disclosure Letter contains the unaudited pro forma financial information of the Division as of and for the year ended December 31, 2005 prepared on a quarterly basis (collectively, the “2005 Pro Forma Financial Information”). The 2005 Pro Forma Financial Information (i) are pro forma for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants ongoing and agreements in this Agreement or any Ancillary Document or the consummation continuing operations of the transactions contemplated hereby or therebyDivision, prepared in the manner set forth in Section 3.7(b)(ii) of the Disclosure Letter, (ii) has been prepared from the books and records of Seller and the Division, and (iii) fairly presents in all material respects the financial condition and results of operations of the Division on the basis of presentation outlined in Section 3.7(c) of the Disclosure Letter, which presents the results of operations and financial position of the Division being sold by Seller and acquired by Buyer. (d) Section 3.7(d) of the Disclosure Letter contains the following reconciliations: (i) From the segment financial information presented in Seller’s annual report on Form 10-K for the fiscal year ended December 31, 2005, filed with the Securities and Exchange Commission (the “2005 Segment Information”) to the 2005 Pro Forma Financial Information; (ii) From the 2005 Segment Information to the Audited Financial Statements; and (iii) From the quarterly segment income statement information presented in Seller’s September 30 Form 10-Q (the “Interim Segment Information”) to the Interim Pro Forma Income Statement. The reconciliations set forth in Section 3.7(d) of the Disclosure Letter have been fairly presented and properly disclose the reconciling items from each of (i) the 2005 Segment Information to the 2005 Pro Forma Financial Information, (ii) the 2005 Segment Information to the Audited Financial Statements and (iii) the Interim Segment Information to the Interim Pro Forma Income Statement as of and for the periods presented in Section 3.7(d) of the Disclosure Letter (details of which have been disclosed previously to Buyer). (e) Except as set forth in the Financial Statement for fiscal year 2022 Section 3.7(e) of the BusinessDisclosure Letter, since December 31, 2005, except for liabilities and obligations (i) disclosed in the Audited Financial Statements or the notes thereto, (iiiii) incurred since December 31, 2005 in the ordinary course of business following the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contractbusiness, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities. (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance consistent with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Businesspast practice, or (Biii) a “material weakness” disclosed in the internal controls over financial reporting Section 3.7(b) of the Group Companies or Disclosure Letter, neither the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records nor any of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all Division Entities has incurred any material respects the revenuesliabilities or obligations (whether direct or indirect, expensesaccrued, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints contingent or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Lawotherwise).

Financial Statements; Undisclosed Liabilities. 3.7.1 Set forth in Section 3.7.1 of the Company Disclosure Schedule is (aA) BP has made available to Mountain a true the Company’s unaudited consolidated balance sheet as of June 30, 2014 and complete copy of unaudited income the related statements of operations and cash flows for the Business 6-month period then ended (the “Interim Balance Sheet”), (B) the Company’s unaudited consolidated balance sheet and statements of operations, stockholder’s equity and cash flows for the fiscal years 2019 through 2022 ended December 31, 2012 and December 31, 2011, (C) the Company’s unaudited statement of operations for the twelve-month period ended March 31, 2014 and (D) the Company’s audited consolidated balance sheets and statements of operations, stockholder’s equity and cash flows for the fiscal years ended December 31, 2013 (such audited statements, including the related notes and schedules thereto, the “Audited Financials”, and together with such unaudited statements, including, if any, the related notes and schedules thereto, the “Financial Statements”). Each . 3.7.2 Except as set forth in Section 3.7.2 of the Company Disclosure Schedule, each of the Financial Statements have been based upon the information contained in the Company’s, the Company Subsidiaries’ and RedEnvelope’s books and records and (A) presents fairly presents, in all material respects, the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) will fairly present, in all material respects, respects the consolidated financial positioncondition, results of operations and cash flows of the Business Company and its Subsidiaries as at the date thereof dates and for the period periods indicated therein, except as otherwise specifically noted therein, and (iiiB) will have has been audited prepared in accordance with GAAP consistently applied by the standards Company without modification of the PCAOB and accounting principles used in the preparation thereof throughout the periods presented (iv) will contain an unqualified report of FCB’s auditors. (c) Except (i) for Liabilities incurred subject in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation case of the transactions contemplated hereby interim financial statements to (x) the absence of footnote disclosures and similar presentation items not required by GAAP to be contained in interim financial statements (none of which footnote disclosures or thereby, (ii) as presentational items that are materially different from the footnote disclosures and presentational items set forth in the Financial Statement for fiscal year 2022 of the Business, Audited Financials (iiiapplied mutatis mutandis) incurred in the ordinary course of business following the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities that are not and would not reasonably be expected to bewould, individually or in the aggregate, material be materially adverse to the Group Companiesbusiness operations, taken assets, liabilities or financial condition of the Company or the Company Subsidiaries other than any such differences that are reasonably apparent from the information contained in any Financial Statements), (y) changes resulting from normal year-end adjustments and (z) as a whole, no Group Company has any Liabilitiesotherwise specifically described in such Financial Statements). (d) FCB 3.7.3 All books, records and its accounts of the Company and the Company Subsidiaries are accurate and complete and are maintained in all material respects in accordance with all applicable Laws. Except as set forth in Section 3.7.3 of the Company Disclosure Schedule, the Company and the Company Subsidiaries maintain a system systems of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization, (B) transactions are recorded as necessary to permit the preparation of financial statements of the Group Companies in conformity with GAAP and to maintain accountability for assets and (C) access to assets is permitted only in accordance with IFRSmanagement’s general or specific authorization. (e) Since January 13.7.4 Except as set forth in Section 3.7.4 of the Company Disclosure Schedule, 2018Seller’s and the Company’s executive officers and their financial officers have disclosed, no RemainCo Entity or Group based on their most recent evaluation, to Seller’s and the Company’s auditors and to the boards of directors of Seller and the Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is and to Buyer (A) “all material weaknesses and significant deficiency” deficiencies in the design or operation of internal controls over which could adversely affect the Company’s ability to record, process, summarize and report financial reporting of data and have identified for the Group Companies or the Business, or Company’s auditors and (B) any fraud, whether or not material, that involves management or other employees who have a “material weakness” significant role in the Company’s internal controls over financial reporting controls. 3.7.5 None of the Group Companies Company or any Company Subsidiary has any Indebtedness or liabilities of a nature required under GAAP to be reflected on a balance sheet or the Business. The Group Companies maintain andnotes thereto other than those (A) incurred in connection with the transactions contemplated hereby, for all periods covered by (B) specifically reflected on or reserved against in the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business (C) incurred in the ordinary course Ordinary Course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made Business since January 1, 2020 through 2014 or (D) that, individually and in the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Lawaggregate, are immaterial to the Company and the Company Subsidiaries, taken as a whole.

Financial Statements; Undisclosed Liabilities. (a) BP Phillips has previously made available to Mountain a true Duke true, correct and complete copy comp▇▇▇▇ ▇▇▇ies of unaudited income statements of (i) the Business for fiscal years 2019 through 2022 (the “Financial Statements”). Each of the Financial Statements fairly presents, in all material respects, the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business PGC and its Subsidiaries as of June 30December 31, 2022 1998 and June 30, 2023 1997 and the related audited consolidated statements of income and cash flows for the periods then ended and (ii) the unaudited proforma combined balance sheet of the Business for each PGC Subsidiaries (exclusive of income taxes and with proforma adjustments to eliminate intercompany borrowings) as of September 30, 1999 (the "PGC SEPTEMBER 30 BALANCE SHEET"), a copy of which is attached as Schedule 4.5 of the years Phillips Disclosure Schedule, and the related unaudited combined stat▇▇▇▇▇ ▇▇ income for the nine-month period then ended (together with the “Closing Company Audited PGC September 30 Balance Sheet, the "PGC SEPTEMBER 30 FINANCIAL STATEMENTS"). The financial statements referred to in this Section 4.5 fairly present (except that, in the case of the PGC September 30 Financial Statements”, such financial statements are incomplete in that they do not include footnotes and do include proforma adjustments as described above, and subject, in the case of the PGC September 30 Financial Statements, to recurring audit adjustments, none of which either individually or in the aggregate is material) the results of the consolidated (or combined) operations and consolidated (or combined) financial positions of PGC and its Subsidiaries or the PGC Subsidiaries (as adjusted in the manner described above relating to the PGC September 30 Financial Statements), when delivered following as the date case may be, for the respective fiscal periods or as of the respective dates therein set forth. Each of such statements described in this Agreement in accordance Section 4.5 complies with Section 6.14, (i) will be applicable accounting requirements with respect thereto; and each of such statements has been prepared in accordance with IFRS GAAP (except that, in the case of the PGC September 30 Financial Statements, such statements are incomplete in that they do not include footnotes and do include proforma adjustments as described above) consistently applied during the periods involved. The PGC Subsidiaries do not have any liabilities required by GAAP to be set forth on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) will fairly present, in all material respects, the consolidated financial position, results of operations and cash flows balance sheet of the Business as at the date thereof and for the period indicated thereinPGC Subsidiaries, except as otherwise specifically noted therein, (iii) will have been audited in accordance with the standards of the PCAOB and (iv) will contain an unqualified report of FCB’s auditors. (c) Except (i) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in on the Financial Statement PGC September 30 Balance Sheet, and (ii) for fiscal year 2022 of the Business, (iii) liabilities incurred in the ordinary course of business following the end of the fiscal year 2022 of the Business (none of since September 30, 1999 and which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities that are not and would not reasonably be expected to be, individually or in have a Material Adverse Effect on the aggregate, material to the Group Companies, taken as a whole, no Group Company has any LiabilitiesPGC Subsidiaries. (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Law.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a Set forth on Schedule 5.5(a) are true and complete copy copies of unaudited income the audited balance sheets of BGC, SCG and CNG as of December 31, 2007, December 31, 2008 and December 31, 2009 and the related audited statements of income, cash flows and changes in equity and comprehensive income of each of BGC, SCG and CNG for the Business for fiscal years 2019 through 2022 ended December 31, 2007, December 31, 2008 and December 31, 2009 (the “Financial Statements”). (b) The Financial Statements (including, in each case, the notes, if any, thereto) have been prepared in accordance with GAAP applied on a consistent basis as at the dates and during the periods involved (except as may be indicated in the notes thereto). Each of the Financial Statements fairly presents, presents in all material respectsrespects the financial position of BGC, SCG and CNG as of the dates thereof and the results of operations their operations, cash flows and changes in Seller’s equity and comprehensive income of BGC, SCG and CNG as of the Business as at the date thereof dates and for the period indicated therein, except as otherwise specifically noted thereinperiods then ended. (bc) The audited consolidated balance sheets None of the Business as of June 30Acquired Companies has any Liabilities, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement which would be required to be reflected or reserved against on a balance sheet prepared in accordance with Section 6.14GAAP, except liabilities (i) reflected or reserved against in the Financial Statements (or referred to in the notes thereto); (ii) incurred after December 31, 2009 in the Ordinary Course of Business; (iii) required to be incurred pursuant to this Agreement or otherwise in connection with the Transactions; (iv) as would not, individually or in the aggregate, exceed $5,000,000; or (v) as disclosed in Schedule 5.5(c). (d) The quarterly and annual financial statements of BER, CEC and CTG, including audited and unaudited balance sheets, statements of income, cash flows and changes in equity and comprehensive income required to be delivered by Seller to Buyer pursuant to Section 8.23(b) will (i) be prepared in accordance with IFRS GAAP as at the dates and for the periods involved, applied on a consistent basis throughout with the periods indicated historical financial statements of BER, CEC and CTG, as the case may be (except as may be indicated in the notes thereto), (ii) will fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (iii) will have been audited be prepared in accordance with the standards requirements of Regulation S-X under the PCAOB Securities Act and (iv) will contain an unqualified report of FCB’s auditors. (c) Except (i) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the Financial Statement for fiscal year 2022 of the Business, (iii) incurred in the ordinary course of business following the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities. (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect fairly present in all material respects the revenuesfinancial position of BER, expenses, assets CEC and liabilities CTG as of the Group Companies dates thereof and the Business. BP has made available to Mountain a summary results of all material complaints or concerns relating to other matters made since January 1their operations, 2020 through cash flows and changes in Seller’s equity and comprehensive income of BER, CEC and CTG as of the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries dates and for receipt of employee concerns regarding possible violations of Lawthe periods then ended.

Financial Statements; Undisclosed Liabilities. (a) BP Matrix has made available heretofore delivered to Mountain Denbury (i) a true consolidated balance sheet of Matrix and complete copy of unaudited income its Subsidiaries for the period ending December 31, 2000, and (ii) and the related consolidated statements of income, shareholders' equity and cash flows for the Business period ended December 31, 2000, together with related notes and schedules, certified by Arthur Andersen, LLP, ▇▇▇▇▇ r▇▇▇▇▇ ▇▇ereon is included therewith. Matrix has also delivered to Denbury (i) an unaudited consolidated balance sheet of Matrix and its Subsidiaries as of March 31, 2001, and (ii) unaudited consolidated statements of income, shareholders' equity and cash flows for fiscal years 2019 through 2022 the three (3) month period ended March 31, 2001. Such audited and unaudited consolidated financial statements (i) are in accordance with the “Financial Statements”). Each books and records of the Financial Statements fairly presents, Matrix and its Subsidiaries in all material respects, respects (with the results of operations of the Business as at the date thereof and term "material" being defined for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date purposes of this Agreement in accordance with Section 6.143.07(a) as such term is defined under generally accepted accounting principles, (ior "GAAP") will be and were prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto)involved, and (ii) will fairly present, present in all material respects, respects the consolidated financial position, position of Matrix and its Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Business as at the date thereof and for the period periods indicated therein(except, except as otherwise specifically noted thereinin the case of unaudited consolidated financial statements for interim periods, (iii) will have been audited in accordance with for the standards absence of the PCAOB footnotes and (iv) will contain an unqualified report subject to adjustments, consisting only of FCB’s auditorsnormal, recurring accruals and adjustments, necessary to present fairly such results of operations and cash flows). (cb) Except (ias and to the extent set forth on the consolidated balance sheet of Matrix and its Subsidiaries as of December 31, 2000, and except for matters of the type not disclosed in the financial statements of Matrix described in Section 3.07(a) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements but which are disclosed elsewhere in this Agreement or the Matrix Disclosure Schedule, neither Matrix nor any Ancillary Document of its Subsidiaries has any liabilities or the consummation obligations, whether accrued, absolute, secured, unsecured, contingent or otherwise that could have a material adverse effect. Since December 31, 2000, neither Matrix nor any of the transactions contemplated hereby its Subsidiaries has incurred any liabilities except for (i) liabilities or thereby, (ii) as set forth in the Financial Statement for fiscal year 2022 of the Business, (iii) obligations incurred in the ordinary course of business following and consistent with past practice, and which are not greater than corresponding liabilities reflected on the end consolidated balance sheet of December 31, 2000, and (ii) current liabilities incurred in the course of making those capital expenditures set forth in Section 3.13(c) of the fiscal year 2022 Matrix Disclosure Schedule, or capital expenditures otherwise consented to by Denbury, and (iii) professional fees and expenses incurred in connection with or as a result of the Business (none of Merger which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities that are not and would not reasonably will be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities. (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered paid by the Financial Statements Matrix and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business Matrix Shareholders as provided in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of LawSection 7.05.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a true Schedule 5.10(a) sets forth true, correct and complete copy copies of unaudited income (i) the audited balance sheet and related audited statements of income and cash flow of SEMG as of and for the Business for fiscal years 2019 ended December 31, 2016, December 31, 2015 and December 31, 2014, and the related notes thereto, and (ii) the unaudited balance sheet and related unaudited statements of income and cash flow of SEMG as of and for the period from January 1, 2017 through 2022 the SEMG Financial Statement Date, in each case prepared in accordance with GAAP (collectively, the “SEMG Financial Statements”). Each of Except as described in the Financial Statements fairly presents, in all material respectsnotes thereto, the results of operations of the Business as at the date thereof and for the period indicated thereinSEMG Financial Statements, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business as of June 30, 2022 and June 30, 2023 and together with the related audited consolidated statements of income notes and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”)schedules thereto, when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be have been prepared in accordance conformity with IFRS GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) will and fairly present, in all material respects, the consolidated financial position, position and the assets and liabilities and the results of operations and cash flows of SEMG as of the Business as at the date respective dates thereof and or for the period indicated therein, except as otherwise specifically noted therein, (iii) will have been audited in accordance with the standards of the PCAOB and (iv) will contain an unqualified report of FCB’s auditors. (c) Except (i) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as respective periods set forth therein; provided, however, that the unaudited financial statements of SEMG are subject in the Financial Statement for fiscal year 2022 of the Businessall respects to year-end adjustments and do not contain all footnotes and schedules required in audited financial statements, (iii) incurred in the ordinary course of business following the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities that are not and would not reasonably be expected to bewhich, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilitiesare material. (db) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded Except as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” set forth in the internal controls over financial reporting SEMG Financial Statements or on Schedule 5.10(b), SEMG does not have any liability, obligation or contingency of any kind, whether absolute, accrued, asserted or unasserted, contingent or otherwise, except for liabilities, obligations or contingencies that (i) have been incurred in connection with the Group Companies transactions contemplated by this Agreement, (ii) are accrued or the Business, or (B) a “material weakness” reserved against in the internal controls over financial reporting of Latest SEMG Balance Sheet, (iii) were incurred after the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the SEMG Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business Statement Date in the ordinary course of business that are accurate and complete consistent with past practice, or (iv) would not, individually or in the aggregate, reasonably be expected to be material to the business, results of operations or financial condition of SEMG and reflect its Subsidiaries, taken as a whole. (c) SEMG has timely filed or otherwise transmitted all forms, reports, statements, certifications and other documents (including all exhibits, supplements and amendments thereto) required to be filed by it with the SEC, since January 1, 2015 (collectively, with any amendments thereto, the “SEC Reports”), each of which, including any financial statements or schedules included therein, as finally amended prior to the date hereof, complied as to form in all material respects with the revenues, expenses, assets and liabilities applicable requirements of the Group Companies Securities Act and the BusinessExchange Act, each as in effect on the date so filed. BP has made available None of the SEC Reports contained, when filed as finally amended prior to Mountain the date hereof, any untrue statement of a summary material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of all material complaints the circumstances under which they were made, not misleading. As of the date hereof, there are no outstanding or concerns unresolved comments in comment letters received from the SEC staff with respect to any of the SEC Reports. (d) SEMG is not a party to, nor does SEMG have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among SEMG, on the one hand, and any unconsolidated Affiliate thereof, including any structured finance, special purpose or limited purpose entity or person, on the other matters made since January 1hand, 2020 through the whistleblower hotor any “off-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Lawbalance sheet arrangements.”

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a Except as set forth on Schedule 4.9, the Target Companies have furnished Purchasers true and complete copy copies of unaudited income the audited combined balance sheet and the related audited combined statements of income, shareholders’ equity and cash flows of the Business Subject Companies for each of the fiscal years 2019 through 2022 ended as of and for December 31, 2005 and 2006, the related opinion of E&Y, the independent accountants of the Subject Companies and the unaudited combined balance sheet and the related unaudited combined statements of income, shareholders’ equity and cash flows of the Subject Companies as of and for the nine months ended September 30, 2007 and 2006 as well as the audited statutory balance sheets of Techneon as per December 31, 2005 and 2006 and the related audited statutory statements of income together with the relevant audit reports (collectively, together with the related notes thereto, the “Financial Statements”). Each of the . (b) The Financial Statements fairly presents, present in all material respects, respects the financial position and the results of operations of the Business Subject Companies as at of the date respective dates thereof and for the period indicated thereinrespective periods then ended. The Financial Statements have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise specifically noted therein. (b) therein or in the notes thereto. The audited consolidated balance sheets of the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be Statements have been prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) will fairly present, in all material respects, the consolidated financial position, results of operations books and cash flows records of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (iii) will have been audited in accordance Subject Companies consistent with the standards of the PCAOB and (iv) will contain an unqualified report of FCB’s auditorspast practice. (c) Except as set forth in Schedule 4.9 and (i) as reflected or adequately reserved against in the Financial Statements and (ii) for Liabilities liabilities which have been incurred since December 31, 2006 in connection with the negotiationOrdinary Course of Business, preparation there are no liabilities or execution of this Agreement obligations, secured or any Ancillary Documentsunsecured (whether absolute, accrued, contingent or otherwise), matured or unmatured that are, or would reasonably be expected to be, material to the performance of its covenants and agreements in this Agreement Subject Companies or any Ancillary Document or that would materially delay the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the Financial Statement for fiscal year 2022 of the Business, (iii) incurred in the ordinary course of business following the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilitiesby this German SPA. (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Law.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a true Attached hereto as Schedule 2.6(a) are (i) audited balance sheets of the Company at December 31, 2001, December 31, 2002 and complete copy of unaudited income December 31, 2003 and audited statements of income and shareholders’ equity and cash flows for each of the Business three (3) years then ended, in each case together with the audit reports thereon of the Company’s independent certified public accountants and (ii) the unaudited balance sheet of the Company as of December 31, 2004 (including the notes thereto, the “Base Balance Sheet”), and unaudited statements of income, shareholder’s equity and cash flow of the Company for fiscal years 2019 through 2022 the twelve (12) month period then ended (the financial statements referred to in (i) and (ii), together, the “Financial Statements”). Each All of such unaudited financial statements have been reviewed by the Financial Statements fairly presents, in all material respects, Company’s independent certified public accountants and by the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted thereinCompany’s chief financial officer. (b) The audited consolidated balance sheets All of the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated such financial statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be have been prepared in accordance with IFRS GAAP using the accrual method of accounting applied on a consistent basis throughout consistently during the periods indicated covered thereby (except as may be indicated that the Company’s unaudited financial statements do not include footnote disclosure and are subject to normal year-end audit adjustments that are not in the notes thereto), aggregate material) and (ii) will present fairly present, in all material respectsrespects the financial condition of the Company, at the consolidated financial position, dates of said statements and the results of its operations and cash flows of the Business as at the date thereof and for the period indicated thereinperiods covered thereby (except that the Company’s unaudited financial statements do not include footnote disclosure and are subject to normal year-end audit adjustments that, except as otherwise specifically noted thereinin the aggregate, (iii) will have been audited in accordance with the standards of the PCAOB and (iv) will contain an unqualified report of FCB’s auditorsare not material). (c) Except As of the date of the Base Balance Sheet, the Company had no liabilities of any nature, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for Taxes due or then accrued or to become due or contingent or potential liabilities relating to activities of the Company or its conduct of their Business prior to the date of the Base Balance Sheet regardless of whether claims in respect thereof had been asserted as of such date), except liabilities (i) for Liabilities incurred in connection with stated or reserved against on the negotiationBase Balance Sheet, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the Financial Statement for fiscal year 2022 on Schedule 2.6(c) hereto. (d) As of the Businessdate hereof and as of the Closing Date, the Company does not and will not have any liabilities of any nature, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown (iiiincluding without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due or contingent or potential liabilities relating to activities of the Company or the conduct of its business prior to the date hereof, regardless of whether claims in respect thereof had been asserted as of such date), whether or not of a type required to be shown on a balance sheet prepared in accordance with GAAP, except liabilities (i) stated or reserved against on the Base Balance Sheet (only to the extent of the amount provided for therein), or (ii) incurred in the ordinary course of business following after the end date of the fiscal year 2022 of the Business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities. (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRSBase Balance Sheet. (e) Since January 1Except as set forth on Schedule 2.6(e), 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting as of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting date hereof and as of the Group Companies or Closing, the Business. The Group Companies maintain andCompany does not and will not have any indebtedness for borrowed money (including without limitation, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business obligations under leases required to be capitalized in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Lawaccordance with GAAP).

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a Attached hereto as Schedule 3.4 are true and complete copy of unaudited income statements copies of the Business for fiscal years 2019 through 2022 following financial statements (such financial statements, collectively, the “Financial Statements”). Each ): (a) the audited consolidated financial statements of Holdings for the Financial Statements fairly presentsfiscal year ended January 2, in all material respects, the results of operations of the Business as at the date thereof 2021 and for the period indicated thereinended December 28, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business as of June 30, 2022 and June 30, 2023 2019 and the related audited consolidated statements balance sheet, statement of income operations, statement of members’ equity and statement of cash flows of for the Business for each of the years corresponding 12-month periods then ended (collectively, the “Closing Company Audited Financial Statements”); and (b) the unaudited consolidated balance sheet of Holdings as of the Latest Balance Sheet Date (the “Latest Balance Sheet”) and the related consolidated statement of operations, when delivered following statement of members’ equity and statement of cash flows for the date of this Agreement in accordance six-month period then ended (together with Section 6.14the Latest Balance Sheet, the “Interim Financial Statements”). (c) Except as set forth on Schedule 3.4, the Financial Statements (i) will be have been prepared from, and in accordance with, and accurately reflect the books and records of the Group Companies, (ii) have been prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (GAAP, except as may be indicated in the notes thereto)thereto , consistently applied throughout the periods indicated, except, in the case of the Interim Financial Statements, for the absence of footnotes which if presented would not materially differ from those presented in the Audited Financial Statement, and (iiiii) will fairly present, in all material respects, the consolidated financial position, position of Holdings and its Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (in the case of the Business as at Interim Financial Statements, subject to the date thereof absence of footnotes which, if presented, would not materially differ from those presented in the Audited Financial Statements, and for to normal year-end adjustments that are not, individually or in the period indicated thereinaggregate, except as otherwise specifically noted therein, (iii) will have been audited in accordance with the standards of the PCAOB and (iv) will contain an unqualified report of FCB’s auditorsmaterial). (cd) Except None of the Group Companies has any liability or obligation of any kind, whether or not accrued, contingent or otherwise, other than liabilities and obligations (i) for Liabilities incurred adequately reflected on, specifically reserved against or otherwise described in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, Latest Balance Sheet; (ii) as set forth in that have arisen since the Financial Statement for fiscal year 2022 of the Business, (iii) incurred Latest Balance Sheet Date in the ordinary course of business following the end of the fiscal year 2022 of the Business Group Companies (none of which is a Liability for liability resulting from breach of contract, breach of warranty, tort, infringement or violation of Lawmisappropriation); (iii) or incurred pursuant to this Agreement; (iv) for Liabilities that are not and would not reasonably be expected expressly contemplated by this Agreement; or (v) executory obligations under written Contracts to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has which any Liabilities. (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRSis a party. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Law.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a true and complete copy of unaudited income statements of the Business for fiscal years 2019 through 2022 (the “Financial Statements”). Each of the Financial Statements fairly presents, in all material respects, the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets sheet of the Business Company and the Subsidiaries as of at June 30, 2022 and June 302006, 2023 and the related audited consolidated statements of income income, cash flow and stockholders' equity for the fiscal year then ended, certified by the Company's independent public accountants and accompanied by a copy of such auditor's report (the "Year-End Financial Statements"), and the unaudited consolidated balance sheet of the Company and the Subsidiaries as of March 31, 2007 ("Interim Balance Sheet") and the related unaudited consolidated statements of income, cash flow and stockholders' equity for the nine months then ended (the "Interim Financial Statements" and, together with the Year-End Financial Statements, the "Financial Statements"), in each case, as included in the Company SEC Reports, fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the dates indicated, and the results of operations and cash flows of the Business Company and its Subsidiaries for each of the years then ended (the “Closing Company Audited Financial Statements”)respective periods indicated, when delivered following the date of this Agreement in accordance with Section 6.14U.S. generally accepted accounting principles ("GAAP"), (i) will be prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (unless otherwise required by GAAP) except as may be indicated in that the notes thereto), (ii) will fairly present, in Interim Financial Statements are subject to customary inter-period and year-end adjustments and do not contain all material respects, the consolidated financial position, results of operations and cash flows of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (iii) will have been audited in accordance with the standards of the PCAOB and (iv) will contain an unqualified report of FCB’s auditorsfootnotes required by GAAP. (cb) Except (i) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the Financial Statement financial statements (including the footnotes thereto) included in the Company's Form 10-K for fiscal the year 2022 ended June 30, 2006 and in the Company's Form 10-Qs for the quarters ended September 30, 2006, December 31, 2006 and March 31, 2007 or as otherwise disclosed in the Company SEC Reports, the Company and its Subsidiaries have no accrued, contingent or other Liabilities of the Businessany nature, either matured or unmatured and whether due or to become due of a type required to be reflected in financial statements prepared in accordance with GAAP, other than (iiii) liabilities or obligations incurred in the ordinary course of business following since the end date of the fiscal year 2022 most recent balance sheet of the Business Company included in the Company SEC Reports filed prior to the date of this Agreement, (none of ii) liabilities or obligations which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities that are not and would not reasonably be expected to benot, individually or in the aggregate, material in amount, (iii) Company Transaction Expenses, (iv) liabilities not yet due under Contracts to which the Group CompaniesCompany or any Subsidiary is a party or by which any of their respective assets or properties are bound or subject, taken as a whole, no Group Company has any Liabilities. and (dv) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements liabilities identified in Section 3.13(b) of the Group Companies in accordance with IFRSDisclosure Schedule. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Law.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a true Attached hereto as Section 2.4(a) of the Company Disclosure Schedule are true, correct and complete copy copies of unaudited income (i) the audited, consolidated balance sheet of the Company as at December 31, 2014 (the “Balance Sheet Date”), including the related audited statements of income, stockholders’ equity and cash flows, retained earnings and changes in financial position for the Business for fiscal years 2019 through 2022 ended December 31, 2013, December 31, 2012, and December 31, 2011, together with the audit opinion thereon of ▇▇▇▇▇▇▇ LLC (the “CPA”), and (ii) the interim unaudited reviewed consolidated balance sheet of the Company as at December 31, 2014 (the “Interim Balance Sheet”), and the related interim unaudited consolidated statements of income, stockholders’ equity and cash flows, retained earnings and changes in financial position for the twelve (12) months then ended. The financial statements referred to above, including the footnotes thereto (collectively the “Financial Statements”). Each ) have been prepared in accordance with GAAP consistently followed throughout the periods indicated and reviewed by the CPA (except as described therein, and in the case of the interim Financial Statements fairly presentsStatements, in all material respects, the results of operations of the Business as at the date thereof and except for the period indicated therein, except as otherwise specifically noted thereinabsence of notes thereto and subject to normal year-end audit adjustments which are not expected to be material). (b) The audited consolidated balance sheets of the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) will Statements fairly present, in all material respects, present the consolidated financial positioncondition of the Company, including the results of operations and cash flows of the Business as at the date thereof and its operations, for the period indicated therein, periods covered thereby (subject to normal year-end adjustments in the case of any unaudited interim financial statements and except as otherwise specifically noted therein, (iii) will have been audited in accordance with the standards of the PCAOB and (iv) will that any unaudited interim financial statements do not contain an unqualified report of FCB’s auditorsall required footnotes). (c) Except Since the Balance Sheet Date, except for Liabilities (i) for Liabilities incurred specified in connection with the negotiation, preparation Interim Balance Sheet or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the Financial Statement for fiscal year 2022 of the Business, (iii) incurred in the ordinary course of business following the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contractand consistent with past practice and which, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to do not exceed $50,000, the Group Companies, taken as a whole, no Group Company has not incurred any LiabilitiesLiabilities that would be required by GAAP to be reflected on a balance sheet of the Company (including the notes thereto). There are no off balance sheet arrangements that have or are reasonably likely to have a current or future effect on the financial condition, including results of operations and liquidity, of the Company. (d) FCB The Company (i) makes and its Subsidiaries maintain a system keeps accurate books and records that fairly reflect in all material respects the transactions and dispositions of assets of the Company, and (ii) maintains internal accounting controls sufficient to which provide reasonable assurances assurance that transactions are recorded as necessary to permit preparation of its financial statements in conformity with GAAP. In the past three years, there has been no disagreement with the CPA in connection with any matter of the Group Companies accounting principles or practices, financial statement disclosure or auditing scope or procedure and no dismissal of independent auditors in accordance with IFRSconnection therewith. (e) Since January 1Section 2.4(e) of the Company Disclosure Schedule sets forth a true, 2018complete and correct list of all Company Indebtedness as of the date of this Agreement. (f) Section 2.4(f) of the Company Disclosure Schedule sets forth a true, no RemainCo Entity or Group complete and correct list of all accounts receivable of the Company has received as of the date of this Agreement. Subject to any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” reserves expressly set forth in the internal controls over financial reporting Interim Balance Sheet, all accounts receivable of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements Company represent current and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business valid obligations arising from bona fide transactions entered into in the ordinary course of business that business, are accurate not subject to any valid set-off or counterclaim and do not represent obligations for goods sold on consignment, on approval or on a sale-or-return basis or subject to any other repurchase or return arrangement, and the Company has no Knowledge of the same not being collectible from such third parties within the next 90 days. (g) The Closing Balance Sheet shows the Company's good faith estimate (based on reasonable assumptions) of the Company's financial position as of the Closing Date, prepared in US dollars, in accordance with GAAP. Section 2.4(g) of the Company Disclosure Schedules sets forth the Company’s good faith estimate of the Company Net Working Capital as of the Closing Date, including the Company Cash, the Company Transaction Expenses and the Company Indebtedness. (h) Section 2.4(h) of the Company Disclosure Schedules sets forth a true, complete and reflect in correct list of all material respects the revenues, expenses, assets and liabilities accounts payable of the Group Companies and Company as of the Business. BP has made available to Mountain a summary date of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Lawthis Agreement.

Financial Statements; Undisclosed Liabilities. (a) BP The Company has made available previously delivered to Mountain ACS and U-Ship the following financial statements: (i) Unaudited Balance Sheet, Statement of Income of the Company for the years ending December 31, 1995, 1996 and 1997; and (ii) Unaudited Balance Sheet of the Company as of October 31, 1998 (the most recent date being referred to as the "Latest Balance Sheet") and a true statement of operations for the eleven month period then ended. The foregoing financial statements, together with the balance sheets and complete copy of unaudited income statements of operations of the Business for fiscal years 2019 through 2022 (Company to be delivered to ACS and U-Ship from the “date hereof until the Closing Date in accordance with Section 5.1(b), are hereinafter collectively called "Company Financial Statements”). Each of ." Except as set forth in Schedule 3.7, the Company Financial Statements delivered or to be delivered to ACS and U-Ship pursuant hereto fairly presentspresent in all material respects, or when delivered to ACS and U-Ship will fairly present in all material respects, the financial position, results of operations operations, net assets and retained earnings of the Business Company as at of the date thereof dates and for the period indicated therein, except as otherwise specifically noted thereinperiods therein set forth. (b) The audited consolidated balance sheets of the Business Except as set forth in Schedule 3.7, as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14the Latest Balance Sheet, (i) will be prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated Company had no material liability, obligation or commitment of any kind or nature whatsoever, known or unknown, whether absolute, accrued, contingent or otherwise, and whether due or to become due, which was not reflected or reserved against in the notes thereto), (ii) will fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (iii) will have been audited in accordance with the standards of the PCAOB and (iv) will contain an unqualified report of FCB’s auditorsLatest Balance Sheet. (c) Except (i) for Liabilities incurred in connection with To the negotiation, preparation or execution best of this Agreement or any Ancillary Documentsthe knowledge of the Company and Shareholder, the performance of its covenants Company has all accounting records and agreements in this Agreement or any Ancillary Document or supporting documentation related to the consummation Company Financial Statements for the years ending December 31, 1997 and December 31, 1998 (including Northland Courier, Inc.), including without limitation invoices, cancelled checks, deposit slips, bank statements and other such material necessary for ACS and U-Ship's accountant to audit the books of the transactions contemplated hereby or therebyCompany. Shareholder will cooperate with ACS, (ii) as set forth U-Ship and their representatives to facilitate the timely access to such records in the order for U-Ship to have prepared an audit of such Company Financial Statement for fiscal year 2022 of the Business, (iii) incurred in the ordinary course of business following the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities. (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies Statements in accordance with IFRSSEC guidelines. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Law.

Financial Statements; Undisclosed Liabilities. (ai) BP PBV has previously delivered or made available to Mountain a true FCBI and FCB accurate and complete copy copies of unaudited income the PBV Financial Statements which, in the case of the balance sheets of PBV as of December 31, 2011, 2010 and 2009 and the statements of the Business operations, stockholders’ equity and cash flows for fiscal years 2019 through 2022 (the “Financial Statements”). Each each of the years ended December 31, 2011, 2010 and 2009, are accompanied by the audit report of Y▇▇▇▇, H▇▇▇ & B▇▇▇▇▇▇, P.C. The PBV Financial Statements fairly presentspresent or will fairly present, in all material respectsas the case may be, the financial condition of PBV as of the respective dates set forth therein, and the results of operations operations, changes in stockholders’ equity and cash flows of PBV for the respective periods or as of the Business as at the date thereof and for the period indicated respective dates set forth therein, in each case in accordance with GAAP, except in each case as otherwise specifically may be noted therein. (bii) The audited consolidated balance sheets of PBV Financial Statements have been or will be, as the Business as of June 30case may be, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) will fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Business as at the date thereof and for the period indicated thereinGAAP, except as otherwise specifically noted stated therein, . The audits of PBV have been conducted in accordance with generally accepted auditing standards of the United States of America. (iii) will have been audited in accordance with the standards of the PCAOB and (iv) will contain an unqualified report of FCB’s auditors. (c) Except (i) for Liabilities Since December 31, 2011, PBV has not incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the Financial Statement for fiscal year 2022 of the Business, (iii) incurred liability other than in the ordinary course of business following consistent with past practice (excluding the end incurrence of expenses related to this Agreement and the fiscal year 2022 of the Business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or Transaction). (iv) for Liabilities that are Since December 31, 2011, (A) PBV has conducted its businesses in the ordinary and usual course consistent with past practice (excluding the incurrence of expenses related to this Agreement and the Transaction), (B) PBV has not taken nor permitted any of the actions set forth in Section 4.01 hereof between December 31, 2011 and would not reasonably be expected to bethe date hereof and (C) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in the aggregateany paragraph of this Section 5.03 or otherwise), material is reasonably likely to the Group Companies, taken as have a whole, no Group Company has any LiabilitiesMaterial Adverse Effect with respect to PBV. (dv) FCB Except for mortgage loans and its Subsidiaries maintain participations PBV has entered into the ordinary course of business, no agreement pursuant to which any Loans or other assets have been or shall be sold by PBV entitles the buyer of such Loans or other assets, unless there is material breach of a representation or covenant by PBV, to cause PBV to repurchase such Loans or other assets or the buyer to pursue any other form of recourse against PBV. Since December 31, 2011, no cash, stock or other dividend or any other distribution with respect to the capital stock of PBV has been declared, set aside or paid. In addition, no shares of capital stock of PBV have been purchased, redeemed or otherwise acquired, directly or indirectly, by PBV since December 31, 2011, and no agreements have been made to do the foregoing. (vi) PBV maintains a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary all material information concerning PBV is made known on a timely basis to permit the preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the PBV Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns any public disclosure documents relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of LawPBV.

Financial Statements; Undisclosed Liabilities. (a) BP The Company has made available delivered to Mountain a true the Parent the following financial statements, copies of which are attached hereto as SCHEDULE 3.7: (i) Management-prepared balance sheets of the Company dated December 31, 1995, December 31, 1996, and complete copy of unaudited income December 31, 1997, and management-prepared statements of income, stockholders' equity and cash flows for each of the Business for fiscal three (3) years 2019 through 2022 ended December 31, 1995, 1996 and 1997 certified by the chief financial officer of the Company (the “"Year-End Company Financial Statements”"). Each ; (ii) Management-prepared balance sheets of the Company as of December 31, 1998 (herein the "Company Balance Sheet Date") and management-prepared statements of income, stockholders' equity and cash flows for the year ended December 31, 1998, certified by the chief financial officer of the Company (the "Interim Company Financial Statements", together with the Year-End Company Financial Statements, the "Company Financial Statements"); The Company Financial Statements have been prepared in accordance with accounting principles applied consistently during the periods covered thereby (except that the Interim Company Financial Statements are subject to normal year-end audit adjustments and do not include footnotes), and present fairly presents, in all material respects, respects the financial condition of the Company at the dates of said statements and the results of their operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted thereinperiods covered thereby. (b) The audited consolidated balance sheets As of the Business Company Balance Sheet Date, the Company had no liabilities of any nature, whether accrued, absolute, contingent or otherwise, (including without limitation liabilities as guarantor or otherwise with respect to obligations of others or contingent liabilities arising prior to the Company Balance Sheet Date) except liabilities stated or adequately reserved for on the Company Financial Statements or reflected in Schedules furnished to Parent hereunder as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) will fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (iii) will have been audited in accordance with the standards of the PCAOB and (iv) will contain an unqualified report of FCB’s auditorshereof. (c) Except As of the date hereof, the Company has no liabilities of any nature, whether accrued, absolute, contingent or otherwise, (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due or contingent liabilities arising prior to the date hereof or the Closing, as the case may be) except liabilities (i) stated or adequately reserved for Liabilities incurred in connection with on the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document appropriate Company Financial Statement or the consummation of the transactions contemplated hereby or therebynotes thereto, (ii) as set forth reflected in Schedules furnished to Parent hereunder on the Financial Statement for fiscal year 2022 of the Business, date hereof or (iii) incurred in the ordinary course of business following the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilitiesconsistent with prior practices. (d) FCB and its Subsidiaries maintain a system All financial information delivered to KPMG LLP in connection with their audit of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of the Company's financial statements for the contemplated IPO as of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements date hereof are true and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect correct in all material respects the revenues, expenses, assets and reflect all material liabilities of the Group Companies Company as of the date(s) of such information, and have been prepared in accordance with accounting principles applied consistently during the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Lawperiods covered thereby.

Financial Statements; Undisclosed Liabilities. (aThe books of account and related records of ▇▇▇▇▇’▇ Seller fairly reflect in all material respects ▇▇▇▇▇’▇ Seller’s assets, Liabilities and transactions in accordance with GAAP. Schedule 3.6(a) BP has made available to Mountain a true and complete copy of unaudited income sets forth the following financial statements of the Business for fiscal years 2019 through 2022 (the “Financial Statements”). Each ): (x) the balance sheet of the Financial Statements fairly presents, in all material respects, the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business ▇▇▇▇▇’▇ Seller as of June 30December 31, 2022 2017 and June 30December 31, 2023 2018 and the related audited consolidated statements of income and stockholder’s equity and cash flows of the Business for each of the years then ended December 31, 2017 and December 31, 2018, and (y) the unaudited consolidated balance sheet of ▇▇▇▇▇’▇ Seller (the “Closing Company Audited Interim Balance Sheet”) as of December 31, 2019 (the “Interim Balance Sheet Date”), and the related statements of income for the 12-month period ended on the Interim Balance Sheet Date (together with the Interim Balance Sheet, the “Interim Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) will . The Financial Statements fairly present, in all material respects, the consolidated financial position, position of ▇▇▇▇▇’▇ Seller and the results of its operations and cash flows as of the Business as at the date thereof respective dates and for the period respective periods indicated thereintherein and have been prepared in accordance with GAAP, except as otherwise specifically noted thereinthat the Interim Financial Statements may not contain all footnotes in accordance with GAAP and are subject to normal year-end adjustments, (iii) will none of which are expected be material in amount or nature. The Financial Statements have been audited prepared from and are in accordance with the standards books and records of ▇▇▇▇▇’▇ Seller. None of the PCAOB and Seller Parties has any Liabilities, except (iva) will contain an unqualified report of FCB’s auditors. to the extent reflected as a Liability on the Interim Balance Sheet, (cb) Except (i) for Liabilities incurred in connection with the negotiation, preparation or execution Ordinary Course of this Agreement or any Ancillary Documents, Business after the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the Financial Statement for fiscal year 2022 of the Business, (iii) incurred in the ordinary course of business following the end of the fiscal year 2022 of the Business Interim Balance Sheet Date (none of which is a Liability for results from, arises out of, or relates to any material breach of contract, breach of warranty, tort, infringement or violation of, or default under, a contractual obligation or requirement of Law), and (c) or (iv) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilitiesdisclosed on Schedule 3.6(b). (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Law.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a true True and complete copy of unaudited income statements copies of the Business for fiscal years 2019 through 2022 following financial statements are set forth in Schedule 4.4(a): (i) the “Financial Statements”). Each of the Financial Statements fairly presents, in all material respects, the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business Company as of June 30December 31, 2022 2016 and June 30December 31, 2023 2017, and the related audited consolidated statements of income income, changes in members’ equity, and cash flows of for the Business for each of the fiscal years then ended ended, together with the notes to such financial statements (the “Closing Company Audited Financial Statements”), when delivered following (ii) the date unaudited consolidated balance sheet of this Agreement the Company as of October 31, 2018 (the “Balance Sheet,” and such date, the “Balance Sheet Date”), and the related unaudited consolidated statement of income for the ten-month period then ended (the “Interim Financial Statements”), (iii)(A) the separate unaudited balance sheets of each of ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ as of December 31, 2016 and December 31, 2017, and the related statements of income and cash flows for the twelve months then ended, together with the notes to such financial statements, and (B) the separate unaudited balance sheet for each of ▇▇▇▇▇▇▇▇▇▇ and Stone as of May 31, 2018 and the related statements of income and cash flows for the five months then ended (collectively, the “▇▇▇▇▇▇▇▇▇▇ Financial Statements”) and (iv)(A) the separate unaudited balance sheets of each of Van Well and Accel as of December 31, 2016 and December 31, 2017 and the related statements of income and cash flows for the twelve months then ended, together with the notes to such financial statements, and (B) the separate unaudited balance sheet of each of Van Well and Accel as of July 31, 2018 and the related statements of income and cash flows for the seven months then ended (collectively, the “Van Well Financial Statements”). (b) The Audited Financial Statements have been prepared based upon the books and records of the Company, in accordance with Section 6.14GAAP, (i) will be prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto)period involved, (ii) will and fairly present, in all material respects, the consolidated financial position, results of operations and cash flows condition of the Business Company on a consolidated basis as at of the date thereof dates and for the period indicated thereinperiods indicated. Except as set forth on Schedule 4.4(b), except as otherwise specifically noted therein, (iii) will the Interim Financial Statements have been audited prepared based upon the books and records of the Company, in accordance with GAAP, applied on a consistent basis throughout the standards period involved, and fairly present, in all material respects, the financial condition of the PCAOB Company on a consolidated basis as of the dates and for the periods indicated (except for the absence of footnote disclosure (none of which, if presented, would be materially different from the footnote disclosure presented in the Audited Financial Statements) and any normal year-end adjustments which are not material, individually or in the aggregate). Except as set forth on Schedule 4.4(b), (i) the ▇▇▇▇▇▇▇▇▇▇ Financial Statements have been prepared based upon the books and records of ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇, in accordance with GAAP, and fairly present, in all material respects, the financial condition of each of ▇▇▇▇▇▇▇▇▇▇ and Stone as of the dates and for the periods covered thereby and (ivii) will contain an unqualified report the Van Well Financial Statements have been prepared based upon the books and records of FCB’s auditorsVan Well and Accel, in accordance with GAAP, and fairly present, in all material respects, the financial condition of each of ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ as of the dates and for the periods covered thereby. (c) Except as set forth on Schedule 4.4(c), neither the Company nor any of its Subsidiaries has any liabilities, obligations or commitments except (i) for Liabilities incurred those which are adequately reflected and specifically reserved against in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or therebyBalance Sheet, (ii) as set forth in the Financial Statement for fiscal year 2022 of the Business, (iii) those which have been incurred in the ordinary course of business following consistent with past practice since the end of the fiscal year 2022 of the Business Balance Sheet Date (none of which is a Liability for liability, obligation or commitment resulting from a breach of contract, breach of warranty, tort, infringement or violation of Lawmisappropriation) or (iv) for Liabilities that and which are not and would not reasonably be expected to bematerial, individually or in the aggregate, material to the Group CompaniesCompany and its Subsidiaries, taken as a whole, no Group Company has any Liabilitiesand (iii) those arising after the date of this Agreement and incurred in connection with, or contemplated by, this Agreement. (d) FCB The Company and its Subsidiaries maintain a system have devised and maintained systems of internal accounting controls sufficient to provide reasonable assurances that (i) all transactions are executed in accordance with management’s general or specific authorization, (ii) all transactions are recorded as necessary to permit the preparation of financial statements of the Group Companies in conformity with GAAP and to maintain proper accountability for items, (iii) access to their property and assets is permitted only in accordance with IFRSmanagement’s general or specific authorization and (iv) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differences. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Law.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a true and complete copy of unaudited income statements Section 3.8 of the Business for fiscal years 2019 through 2022 Seller Disclosure Schedule sets forth (i) the unaudited condensed combined balance sheet of the Company and the Company Subsidiaries as of March 31, 2007 (the “Financial StatementsBalance Sheet”). Each , and the unaudited condensed combined statements of income and cash flows of the Financial Statements fairly presents, in all material respects, Company and the results of operations of the Business as at the date thereof and Company Subsidiaries for the period indicated thereinended March 31, except as otherwise specifically noted therein. 2007, together with the notes to such financial statements, (bii) The the audited consolidated balance sheets of the Business Company and the Company Subsidiaries as of June 30December 31, 2022 2006, 2005 and June 302004, 2023 and the related audited consolidated statements of income and cash flows of the Business Company and the Company Subsidiaries for each the years then ended, together with the notes to such financial statements (collectively, the “2006 Audited Financial Statements”) and the report on such audited information of KGS LLP and all letters of such auditors with respect to the results of such audit, (iii) the unaudited combining balance sheet of the Company and the Company Subsidiaries as of March 31, 2007, and the unaudited combining statements of income and cash flows of the Company and the Company Subsidiaries for the period ended March 31, 2007, and (iv) the unaudited combining balance sheets of the Company and the Company Subsidiaries as of December 31, 2006, 2005 and 2004, and the unaudited combining statements of income and cash flows of the Company and the Company Subsidiaries for the years then ended (the financial statements described in clauses (i), (ii), (iii) and (iv) above, together with the notes to such financial statements, collectively, the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be . The Financial Statements have been prepared in accordance conformity with IFRS GAAP consistently applied on a consistent basis throughout the periods indicated (except in each case as may be indicated described in the notes thereto) and on that basis fairly present (subject, in the case of the unaudited statements, to the absence of notes that would be required by GAAP and to normal, recurring year-end audit adjustments) the consolidated financial condition and results of operations of the Company and the Company Subsidiaries as of the respective dates thereof and for the respective periods indicated. (b) The Company and the Company Subsidiaries do not have any material liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) except (i) as disclosed, reflected or reserved against in the Balance Sheet and the notes thereto or in the notes to the balance sheet contained in the unaudited consolidated financial statements of the Company and the Company Subsidiaries as of December 31, 2006 and for the year then ended (but excluding any liabilities of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Realty Co., LLC (“750 PPRC”) that are reflected or reserved against on the Balance Sheet or the notes thereto or in the notes to the balance sheet contained in the unaudited consolidated financial statements of the Company and the Company Subsidiaries as of December 31, 2006 and for the year then ended), (ii) will fairly present, for items set forth in all material respects, the consolidated financial position, results of operations and cash flows Section 3.8(b) of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted thereinSeller Disclosure Schedule, (iii) will have been audited in accordance with the standards of the PCAOB for liabilities and (iv) will contain an unqualified report of FCB’s auditors. (c) Except (i) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the Financial Statement for fiscal year 2022 of the Business, (iii) obligations incurred in the ordinary course of business following consistent with past practice since December 31, 2006 and not in violation of this Agreement (or, if such liability or obligation was incurred prior to the end of date hereof, assuming this Agreement had been in place on December 31, 2006) and (iv) under the fiscal year 2022 of the Business Scheduled Contracts (none of which is except for any liabilities or obligations resulting from a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilitiessuch Scheduled Contract). (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Law.

Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a true and complete copy of unaudited income The following financial statements are set forth on Schedule 3.8(a): (i) the reviewed balance sheet of the Business for fiscal years 2019 through 2022 (the “Financial Statements”). Each of the Financial Statements fairly presents, in all material respects, the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The audited consolidated balance sheets of the Business Company as of June 30December 31, 2022 2018 and June 30December 31, 2023 2019 and the related audited consolidated statements statement of income and cash flows of the Business Company for each of the years year then ended (the “Closing Company Audited Reviewed Financial Statements”); and (ii) the unaudited balance sheet of the Company as of June 30, when delivered following 2020 (the date “Latest Balance Sheet” and, such date, the “Balance Sheet Date”) and the related statement of this Agreement income and cash flows for the six-month period then ended (the “Interim Financial Statements” and, together with the Reviewed Financial Statements, the “Financial Statements”). (b) Except as set forth in Schedule 3.8(b), the Financial Statements: (i) have been prepared based on the books and records of the Company in accordance with Section 6.14, (i) will be prepared in accordance with IFRS the Accounting Principles applied on a consistent basis throughout for the periods indicated (covered thereby, except as may be indicated in that the notes thereto), Interim Financial Statements do not contain any footnotes and are subject to normal year-end adjustments; and (ii) will present fairly present, in all material respects, respects the consolidated financial position, condition and results of operations and cash flows of the Business Company taken as at a whole, as of the date dates thereof and for the period indicated periods covered thereby (with respect to the Interim Financial Statements, subject to normal year-end adjustments and any other adjustments expressly described therein, except as otherwise specifically noted therein, (iii) will have been audited in accordance with the standards of the PCAOB and (iv) will contain an unqualified report of FCB’s auditors). (c) Except (i) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth on Schedule 3.8(c), the Company has no Liability other than those liabilities reflected or reserved against in the Financial Statement for fiscal year 2022 of the Business, (iii) Statements and current liabilities incurred in the ordinary course of business following Ordinary Course since the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any LiabilitiesBalance Sheet Date. (d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements The inventory of the Group Companies Company shown on the Interim Financial Statements or taken into account in accordance with IFRSthe Closing Date Statement, net of the reserves applicable thereto as shown on the applicable balance sheet, is (i) of a quantity and quality maintained by the Company in the Ordinary Course, (ii) adequate in order for the Company to conduct the Business as currently conducted and as presently proposed to be conducted, (iii) not damaged except as otherwise specifically reserved for on the applicable balance sheet, (iv) not worn out or obsolete, and (v) merchantable and fit for its intended use. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or The accounts receivable that there is (A) “significant deficiency” are reflected on the balance sheet included in the internal controls over financial reporting of the Group Companies or the Business, or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Interim Financial Statements and or on the Closing Company Audited Financial Statements, have maintained books and accounting records of the Group Companies Company as of the Closing Date (collectively, the “Accounts Receivable”) are recorded in accordance with GAAP and represent or will represent (i) valid obligations arising from sales actually made or services actually performed by the Business Company in the ordinary course of business that are accurate Ordinary Course and complete and reflect (ii) amounts due to the Company with respect to arm’s length transactions entered into in all material respects the revenuesOrdinary Course. Unless paid prior to the Closing Date, expensesthe Accounts Receivable are, assets and liabilities or will be as of the Group Companies and Closing Date, current and, to the BusinessCompany’s Knowledge, collectible net of the respective reserves shown on the Latest Balance Sheet or on the accounting records of the Company as of the Closing Date (which reserves are calculated consistent with past practice). BP has made available There is no contest or Action, or to Mountain a summary of all material complaints the Company’s Knowledge, threatened contest or concerns Action, relating to other matters made since January 1, 2020 through the whistleblower hot-line amount or equivalent system validity of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Lawsuch Accounts Receivable.