Common use of Financial Statements and Related Matters Clause in Contracts

Financial Statements and Related Matters. Section 3.04 of the Company Disclosure Letter sets forth the following financial statements (collectively, the “Financial Statements”): (a) the audited consolidated balance sheet of ICD Holdings and its Subsidiaries as of December 31, 2021 and December 31, 2022 and the related audited consolidated statements of income and changes in equity and cash flows for the fiscal year then ended, together with the related notes thereto, accompanied by the reports thereon of ICD Holdings’ independent auditors; and (b) the unaudited consolidated balance sheet of ICD Holdings and its Subsidiaries as of December 31, 2023, and the related unaudited consolidated statements of income and cash flows for the 12-month period then ended (the “Latest Balance Sheet”). (c) Except as set forth on Section 3.04(c) of the Company Disclosure Letter each of the Financial Statements has been prepared from with the books and records of ICD Holdings and its Subsidiaries, presents fairly in all material respects the financial condition and results of operations and cash flows of ICD Holdings and its Subsidiaries on a consolidated basis as of the dates thereof and for the periods covered thereby and has been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby (subject, in the case of the unaudited Financial Statements, to the absence of footnote disclosures and, in the case of the Latest Balance Sheet, normal year-end adjustments for recurring accruals (none of which adjustments is expected to be material, individually or in the aggregate, to the Company Entities taken as a whole)). (d) ICD Holdings and its Subsidiaries maintain a system of internal accounting controls designed to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations and in accordance with applicable Laws, and (ii) transactions are recorded as necessary to permit the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2021, none of ICD Holdings or its Subsidiaries has been advised in writing by its independent accountants or auditors of any fraud that involves management or other employees who have a role in the ICD Holdings’ and/or its Subsidiaries’ internal controls over financial reporting. There are no significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which would reasonably be expected to adversely affect ICD Holdings’ and/or the Company Entities’ ability to record, process, summarize and report financial information which, collectively, would be reasonably expected to be material to the business of the Company Entities, taken as a whole. (e) ICD Holdings is a holding company and does not engage in any business activities conducted by the Company Entities, and, except as set forth on Section 3.04(e) of the Company Disclosure Letter, does not hold or own, and has never held or owned, any assets, properties or rights used by the Company Entities in the conduct of their respective businesses (other than indirectly as a result of its ownership interest in the Company). Section 3.04(e) of the Company Disclosure Letter sets forth a complete and accurate list of all Contracts to which ICD Holdings is a party that are related to the business and operations of the Company Entities.

Financial Statements and Related Matters. Section 3.04 3.04(a) of the Company Disclosure Letter sets forth the following financial statements (collectively, the “Financial Statements”): (a) the audited consolidated balance sheet of ICD Legos Holdings and its Subsidiaries the Company Entities as of December 31, 2021 2016 and December 31, 2022 2017, and the related audited consolidated statements of income and changes in members’ equity and cash flows for the fiscal year years then ended, together with the all related notes and schedules thereto, accompanied by the reports thereon of ICD Holdings’ the Company’s independent auditors; and (b) the unaudited consolidated balance sheet of ICD Holdings and its Subsidiaries LGS as of December 31September 30, 20232018 (the “Latest Balance Sheet”), and the related unaudited consolidated statements of income and cash flows for the 12-month nine (9) -month period then ended (the “Latest Balance Sheet”)ended, together with all related notes and schedules thereto. (c) Except as set forth on Section 3.04(c) of the Company Disclosure Letter each Each of the Financial Statements has been prepared from and is consistent with the books and records of ICD Legos Holdings and its Subsidiariesthe Company Entities (which books and records are accurate and complete in all material respects), presents fairly in all material respects the financial condition and results of operations and cash flows of ICD Legos Holdings and its Subsidiaries the Company Entities on a consolidated basis as of the dates thereof and for the periods covered thereby and has been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby (subject, in the case of the unaudited Financial Statements, to the absence of footnote disclosures and, in the case of the Latest Balance Sheet, normal year-end adjustments for recurring accruals (none of which adjustments is expected to would be material, individually or in the aggregate, to the Company Entities taken as a whole)). (d) ICD Holdings and its Subsidiaries maintain a system of internal accounting controls designed to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations and in accordance with applicable Laws, and (ii) transactions are recorded as necessary to permit the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2021, none of ICD Holdings or its Subsidiaries has been advised in writing by its independent accountants or auditors of any fraud that involves management or other employees who have a role in the ICD Holdings’ and/or its Subsidiaries’ internal controls over financial reporting. There are no significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which would reasonably be expected to adversely affect ICD Holdings’ and/or the Company Entities’ ability to record, process, summarize and report financial information which, collectively, would be reasonably expected to be material to the business of the Company Entities, taken as a whole. (e) ICD Holdings is a holding company and does not engage in any business activities conducted by the Company Entities, and, except as set forth on Section 3.04(e) of the Company Disclosure Letter, does not hold or own, and has never held or owned, any assets, properties or rights used by the Company Entities in the conduct of their respective businesses (other than indirectly as a result of its ownership interest in the Company). Section 3.04(e) of the Company Disclosure Letter sets forth a complete and accurate list of all Contracts to which ICD Holdings is a party that are related to the business and operations of the Company Entities.

Financial Statements and Related Matters. (a) Section 3.04 3.04(a) of the Company Seller Disclosure Letter Schedule sets forth true, correct and complete copies of the following financial statements (collectively, the “Financial Statements”): ): (ai) the audited consolidated balance sheet sheets of ICD Holdings CDE and its Subsidiaries as of December August 31, 2021 and December August 31, 2022 2022, and the related audited consolidated statements of income and comprehensive income, consolidated statements of changes in stockholders’ equity and consolidated statements of cash flows for the fiscal year years then ended, together with the related notes thereto, accompanied by the reports thereon of ICD Holdings’ independent auditors; and (bii) the unaudited audited consolidated balance sheet sheets of ICD Holdings CDM and its Subsidiaries as of December August 31, 20232021 and August 31, 2022, and the related audited consolidated statements of comprehensive income, consolidated statements of changes in stockholders’ equity and consolidated statements of cash flows for the fiscal years then ended; (iii) the unaudited balance sheets of CDE, CDA, CD Mexico and CD Snow Hill as of July 31, 2023 (collectively, the “CDE Latest Balance Sheet”), and the related unaudited consolidated profit and loss statements of income and cash flows each such entity for the 1211-month period then ended ended; and (iv) the unaudited balance sheets of CDM, IC and ICHK as of July 31, 2023 (together with the CDE Latest Balance Sheet, collectively, the “Latest Balance Sheet”), and the related unaudited profit and loss statements of each such entity for the 11-month period then ended. (cb) Except as set forth on in Section 3.04(c3.04(b) of the Company Seller Disclosure Letter Schedule, each of the Financial Statements (including the notes thereto, if any) has been prepared from and is consistent with the books and records of ICD Holdings the applicable CD Group Companies included in such Financial Statements (which books and its Subsidiariesrecords are accurate and complete in all material respects), presents fairly in all material respects the financial condition and results of operations and cash flows of ICD Holdings and its Subsidiaries on a consolidated basis the applicable CD Group Companies included in such Financial Statements as of the dates thereof and for the periods covered thereby and has been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby (subject, in the case of the unaudited Financial Statements, to the absence of footnote disclosures and, in the case of the Latest Balance Sheet, and to normal year-end adjustments for recurring accruals (none of which adjustments is expected to be material, individually or in the aggregate, to the Company Entities taken as a whole)adjustments). (dc) ICD Holdings and its Subsidiaries maintain a system All Accounts Receivable of internal accounting controls designed to provide reasonable assurances that the CD Group Companies (i) transactions are executed properly reflected on the Financial Statements and in the accounting records of the CD Group Companies in accordance with management’s general or specific authorizations GAAP and in accordance with applicable Lawscurrent and collectible, subject only to the reserve for bad debts set forth on the Financial Statements and adjusted for the passage of time through the Adjustment Calculation Time, (ii) transactions are recorded as necessary not subject to permit the preparation of financial statements for external purposes in accordance with GAAP. Since January 1any material setoffs, 2021counterclaims, none of ICD Holdings or its Subsidiaries has been advised in writing by its independent accountants or auditors of any fraud that involves management credits or other employees who have a role in the ICD Holdings’ and/or its Subsidiaries’ internal controls over financial reporting. There are no significant deficiencies offsets, Lien, or material weaknesses in the design or operation of internal controls over financial reporting which would reasonably be expected to adversely affect ICD Holdings’ and/or the Company Entities’ ability to record, process, summarize and report financial information which, collectively, would be reasonably expected to be material to the business of the Company Entities, taken as a whole. (e) ICD Holdings is a holding company and does not engage in any business activities conducted by the Company Entities, and, except as set forth on Section 3.04(e) of the Company Disclosure Letter, does not hold or own, and has never held or owned, any assets, properties or rights used by the Company Entities in the conduct of their respective businesses (other than indirectly as a result of its ownership interest in the Company). Section 3.04(e) of the Company Disclosure Letter sets forth a complete and accurate list of all Contracts to which ICD Holdings is a party that are related to the business and operations of the Company Entities.agreement for deduction,

Financial Statements and Related Matters. (a) Section 3.04 3.4(a) of the Company Disclosure Letter sets forth true, correct and complete copies of the following financial statements (collectively, the “Company Financial Statements”): (ai) (A) the audited consolidated unaudited combined balance sheet sheets of ICD the Management Company and GP Holdings and its Subsidiaries as of December 31, 2021 2020 and December 31, 2022 2019, and the related audited consolidated combined statements of income and changes in equity and cash flows for the fiscal year years then ended, together with the related notes thereto, accompanied by the reports thereon of ICD Holdings’ independent auditors; and ended and (bB) the unaudited consolidated balance sheet of ICD Holdings Oak Street Seeding and its Subsidiaries Strategic Capital, LLC as of December 31, 20232020 and December 31, 2019, and the related unaudited consolidated statements of income and cash flows for the 12-fiscal years then ended; and (ii) (A) the unaudited combined balance sheets of the Management Company and GP Holdings as of the Latest Balance Sheet Date, and the related combined statements of income for the six (6) month period then ended and (B) the unaudited balance sheet of Oak Street Seeding and Strategic Capital, LLC as of the Latest Balance Sheet Date, and the related statement of income for the six (6) month period then ended (the balance sheets described in clauses (A) and (B), collectively, the “Latest Company Balance SheetSheets”). (cb) Except as set forth on Section 3.04(c) Each of the Company Disclosure Letter each of the Financial Statements has been prepared from with (including the books and records of ICD Holdings and its Subsidiariesnotes thereto, if any) presents fairly in all material respects the financial condition position and results of operations and cash flows of ICD Holdings and its Subsidiaries on a consolidated basis Management Company as of the dates thereof and for the periods covered thereby and has been prepared in accordance with GAAPthe modified accrual basis of accounting, consistently applied throughout the periods covered thereby (subject, in the case of the unaudited Financial Statements, except as otherwise noted therein and subject to the absence of footnote disclosures and, in the case of the Latest Company Balance SheetSheets, normal year-end adjustments for recurring accruals (none of which adjustments is that are not expected to be material, individually or in the aggregate, ). Each such Company Financial Statement has been made available to the Company Entities taken as a whole))Parent. (dc) ICD Holdings Management Company has designed and its Subsidiaries maintain maintains a system of internal controls over financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the modified accrual basis of accounting. Management Company maintains a system of internal accounting controls designed sufficient to provide reasonable assurances assurance that (i) transactions are executed in accordance with management’s general or specific authorizations and in accordance with applicable Lawsauthorizations, and (ii) transactions are recorded as necessary to permit the preparation of financial statements for external purposes in conformity with the modified accrual basis of accounting and to maintain asset accountability and (iii) access to assets is permitted only in accordance with GAAP. Since January 1, 2021, none of ICD Holdings management’s general or its Subsidiaries has been advised in writing by its independent accountants or auditors of any fraud that involves management or other employees who have a role in the ICD Holdings’ and/or its Subsidiaries’ internal controls over financial reporting. There are no significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which would reasonably be expected to adversely affect ICD Holdings’ and/or the Company Entities’ ability to record, process, summarize and report financial information which, collectively, would be reasonably expected to be material to the business of the Company Entities, taken as a wholespecific authorization. (e) ICD Holdings is a holding company and does not engage in any business activities conducted by the Company Entities, and, except as set forth on Section 3.04(e) of the Company Disclosure Letter, does not hold or own, and has never held or owned, any assets, properties or rights used by the Company Entities in the conduct of their respective businesses (other than indirectly as a result of its ownership interest in the Company). Section 3.04(e) of the Company Disclosure Letter sets forth a complete and accurate list of all Contracts to which ICD Holdings is a party that are related to the business and operations of the Company Entities.