Common use of Financial Statements; Internal Controls Clause in Contracts

Financial Statements; Internal Controls. (a) Section 4.6(a) of the Skydance Disclosure Letter contains true, complete and accurate copies of the audited consolidated financial statements consisting of the balance sheets of Skydance as of December 31, 2021, December 31, 2022, and December 31, 2023 (the balance sheet of Skydance as of December 31, 2023, the “Skydance Balance Sheet”), and the related consolidated statements of operations, comprehensive income and retained earnings for each of the years then ended (collectively the “Skydance Financial Statements”). True, correct and complete copies of the Skydance Financial Statements have been provided to Paramount. The Skydance Financial Statements (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements); (ii) fairly present, in all material respects, the consolidated financial position of Skydance and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Skydance and its consolidated Subsidiaries for the periods covered thereby; and (iii) were prepared from, and are in accordance with, the books and records of Skydance and the Skydance Subsidiaries (which books and records are correct and complete in all material respects). Except as required by applicable Law, since January 1, 2021, there has been no change in any accounting principles, policies, methods or practices, including any change with respect to reserves (whether for bad debt, contingent liabilities or otherwise), of Skydance and the Skydance Subsidiaries. (b) Skydance maintains, and at all times since January 1, 2021 has maintained, a system of internal controls over financial reporting that has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Skydance; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and executed only in accordance with authorizations of management and directors of Skydance; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the assets of Skydance that could have a material effect on Skydance’s consolidated financial statements. Since January 1, 2021, none of Skydance, the Skydance Board, its audit committee or, to the knowledge of Skydance, Skydance’s independent registered accounting firm, has identified or been made aware of any: (A) significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by Skydance; (B) illegal act or fraud, whether or not material, that involves the management or other employees of Skydance who have a significant role in Skydance’s internal controls over financial reporting; or (C) claim or allegation regarding any of the foregoing. (c) Neither Skydance nor any Skydance Subsidiary is a party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership, or any similar Contract (including any Contract arising out of or relating to any transaction or relationship between or among Skydance and any Skydance Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose, or limited purpose Entity, on the other hand, or any “off-balance sheet arrangement”) where the result, purpose, or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Skydance or any Skydance Subsidiary in the Skydance Financial Statements.

Financial Statements; Internal Controls. (a) Section 4.6(a) of the Skydance Disclosure Letter contains true, complete and accurate HSBI has previously delivered or made available to FBMS copies of the HSBI’s (i) audited consolidated financial statements consisting of (including the balance sheets of Skydance as of related notes and schedules thereto) for the years ended December 31, 2021, December 312020 and 2019, 2022accompanied by the unqualified audit reports of Wxxxxx LLP, and December 31, 2023 independent registered accountants (the balance sheet of Skydance as of December 31, 2023collectively, the “Skydance Balance SheetAudited Financial Statements”), ) and (ii) unaudited interim consolidated financial statements (including the related consolidated statements of operationsnotes and schedules thereto) for the three months ended March 31, comprehensive income and retained earnings for each of the years then ended 2022 (collectively the “Skydance Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The Audited Financial Statements (including any related notes and schedules thereto) are accurate and complete in all material respects and fairly present in all material respects the financial condition and the results of operations, changes in shareholders’ equity, and cash flows of HSBI and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, consistently applied. The Unaudited Financial Statements are accurate and complete in all material respects and fairly present in all material respects the financial condition and the results of operations of HSBI and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, consistently applied, subject to normal, recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to HSBI), the absence of statements of changes in shareholders’ equity and statements of cash flow, and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the HSBI’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of HSBI. The audits of HSBI have been conducted in accordance with GAAP. Since December 31, 2019, neither HSBI nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 2019. True, correct and complete copies of the Skydance Financial Statements have been provided made available to Paramount. The Skydance Financial Statements (i) were prepared in accordance with GAAP applied on a consistent basis throughout FBMS prior to the periods covered (except as may be indicated in the notes to such financial statements); (ii) fairly present, in all material respects, the consolidated financial position date of Skydance and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Skydance and its consolidated Subsidiaries for the periods covered thereby; and (iii) were prepared from, and are in accordance with, the books and records of Skydance and the Skydance Subsidiaries (which books and records are correct and complete in all material respects). Except as required by applicable Law, since January 1, 2021, there has been no change in any accounting principles, policies, methods or practices, including any change with respect to reserves (whether for bad debt, contingent liabilities or otherwise), of Skydance and the Skydance Subsidiariesthis Agreement. (b) Skydance maintainsThe records, systems, controls, data and at information of HSBI and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of HSBI or its Subsidiaries or accountants (including all times since January 1means of access thereto and therefrom), 2021 has maintained, except to the extent such records are stored and maintained by third party data processors. HSBI and its Subsidiaries have devised and maintain a system of internal accounting controls over financial reporting that has been designed sufficient to provide reasonable assurance assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. HSBI has disclosed based on its most recent evaluations, to its outside auditors and includes those policies and procedures that: the audit committee of the board of directors of HSBI (i) pertain to the maintenance of records that in reasonable detail accurately all known significant deficiencies and fairly reflect the transactions and dispositions of the assets of Skydance; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and executed only in accordance with authorizations of management and directors of Skydance; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the assets of Skydance that could have a material effect on Skydance’s consolidated financial statements. Since January 1, 2021, none of Skydance, the Skydance Board, its audit committee or, to the knowledge of Skydance, Skydance’s independent registered accounting firm, has identified or been made aware of any: (A) significant deficiency or material weakness weaknesses in the design or operation of internal control over financial reporting utilized by Skydance; which are reasonably likely to adversely affect HSBI’s ability to record, process, summarize and report financial data and (Bii) illegal act or any known fraud, whether or not material, that involves the management or other employees of Skydance who have a significant role in SkydanceHSBI’s internal controls control over financial reporting; or (C) claim or allegation regarding any of the foregoing. (c) Neither Skydance Since January 1, 2019, neither HSBI nor any Skydance Subsidiary is a party of its Subsidiaries nor, to HSBI’s Knowledge, any director, officer, employee, auditor, accountant or representative of HSBI or any of its Subsidiaries has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnershipreceived, or otherwise had or obtained Knowledge of, any similar Contract (including material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of HSBI or any Contract arising out of its Subsidiaries or relating to any transaction or relationship between or among Skydance and any Skydance Subsidiary, on the one hand, and any unconsolidated Affiliatetheir respective internal accounting controls, including any structured financematerial complaint, special purposeallegation, assertion or limited purpose Entity, on the other hand, claim that HSBI or any “off-balance sheet arrangement”) where the result, purpose, of its Subsidiaries has engaged in questionable accounting or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Skydance or any Skydance Subsidiary in the Skydance Financial Statementsauditing practices.

Financial Statements; Internal Controls. (a) Attached to this Agreement as Section 4.6(a5.6(a) of the Skydance Disclosure Letter contains true, complete and accurate copies of Schedule are (i) the Company’s audited consolidated financial statements consisting balance sheet, statement of the balance sheets operation, statement of Skydance comprehensive income, statement of changes of stockholders’ equity, statement of cash flows and notes as of December 31, 20212006 and for the fiscal year then ended, December 31(ii) the Company’s audited consolidated balance sheet, 2022statement of operation, statement of comprehensive loss, statement of changes of stockholders’ equity, statement of cash flows and notes as of January 1, 2006 and for the fifteen (15) months then ended, and December 31(iii) the Company’s audited consolidated balance sheet, 2023 (the balance sheet statement of Skydance operation, statement of comprehensive loss, statement of changes of stockholders’ equity, statement of cash flows and notes as of December 31September 26, 20232004 and for the fiscal year then ended, together in each case with the opinion of Xxxxxx & Xxxxxx, Inc., auditors of the Company (collectively, the “Skydance Balance Sheet”), and the related consolidated statements of operations, comprehensive income and retained earnings for each of the years then ended (collectively the “Skydance Audited Financial Statements”). TrueThe Audited Financial Statements fairly present, correct and complete copies in all material respects, the financial position of the Skydance Financial Statements Company as of the respective dates thereof and the results of operations and the cash flows of the Company for the periods covered and have been provided to Paramount. The Skydance Financial Statements (i) were prepared in accordance with GAAP applied on a consistent basis throughout basis. The Financial Statements have been certified without qualification by the periods covered independent certified public accountants of the Company. (except b) Attached to this Agreement as may be indicated Section 5.6(b) of the Disclosure Schedule is the unaudited balance sheet of the Company as of June 30, 2007 (the “Latest Balance Sheet”), and the related unaudited statement of income for the six-month period then-ended and any other information included therein, in each case prepared by the notes to such financial statementsCompany (the “Interim Financial Statements”); (ii) . The Interim Financial Statements were prepared in accordance with GAAP and fairly present, in all material respects, the consolidated financial position of Skydance and its consolidated Subsidiaries the Company as of the respective dates date thereof and the consolidated results of operations and cash flows of Skydance and its consolidated Subsidiaries the Company for the periods covered thereby; period ending June 30, 2007, except for the absence of footnotes and (iii) were prepared fromnormal year-end adjustments, and which are in accordance with, the books and records of Skydance not reasonably expected to be material. The Audited Financial Statements and the Skydance Subsidiaries (which books and records Interim Financial Statements are correct and complete in all material respects). Except sometimes collectively referred to as required by applicable Law, since January 1, 2021, there has been no change in any accounting principles, policies, methods or practices, including any change with respect to reserves (whether for bad debt, contingent liabilities or otherwise), of Skydance and the Skydance Subsidiaries“Financial Statements.” (bc) Skydance maintainsTo the knowledge of the Company, and at all times since January 1, 2021 has maintained, a system of internal controls over financial reporting that has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance Company has not received any allegations of records that fraud or suspected fraud affecting the Company in reasonable detail accurately communications from employees, former employees, analysts, regulators, short sellers, or others, and fairly reflect the transactions and dispositions of the assets of Skydance; (ii) provide reasonable assurance that transactions there are recorded as necessary to permit preparation of financial statements in conformity with GAAP and executed only in accordance with authorizations of management and directors of Skydance; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionno significant deficiencies, useincluding material weaknesses, or disposition of the assets of Skydance that could have a material effect on Skydance’s consolidated financial statements. Since January 1, 2021, none of Skydance, the Skydance Board, its audit committee or, to the knowledge of Skydance, Skydance’s independent registered accounting firm, has identified or been made aware of any: (A) significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by Skydance; (B) illegal act or fraudcontrols that could adversely affect the Company’s ability to record, whether or not materialprocess, that involves the management or other employees of Skydance who have a significant role in Skydance’s internal controls over financial reporting; or (C) claim or allegation regarding any of the foregoing. (c) Neither Skydance nor any Skydance Subsidiary is a party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership, or any similar Contract (including any Contract arising out of or relating to any transaction or relationship between or among Skydance and any Skydance Subsidiary, on the one handsummarize, and any unconsolidated Affiliate, including any structured finance, special purpose, or limited purpose Entity, on the other hand, or any “off-balance sheet arrangement”) where the result, purpose, or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Skydance or any Skydance Subsidiary in the Skydance Financial Statementsreport financial data.

Financial Statements; Internal Controls. (a) Section 4.6(a) of the Skydance Disclosure Letter contains Seller has previously delivered to Buyer true, complete and accurate copies of the audited consolidated financial statements consisting of the balance sheets of Skydance as of December 31, 2021, December 31, 2022, and December 31, 2023 (the balance sheet of Skydance as of December 31, 2023, the “Skydance Balance Sheet”), and the related consolidated statements of operations, comprehensive income and retained earnings for each of the years then ended (collectively the “Skydance Financial Statements”). True, correct and complete copies of (i) audited statements of financial condition of N.I.S. as of December 31, 2016 and December 31, 2017 (together with all material supporting documents of N.I.S. in connection therewith); (ii) audited statements of income, changes in stockholder's equity and cash flows for the Skydance years ended December 31, 2016 and December 31, 2017; (iii) an unaudited balance sheet of N.I.S. as of June 30, 2018 (the “N.I.S. Reference Balance Sheet”); and (iv) the unaudited statements of income, changes in stockholder's equity and cash flows of N.I.S. for the three months ended June 30, 2018 (collectively, the foregoing financial statements, and together with the Subsequent GAAP Financial Statements have been provided Statements, the “GAAP Financial Statements”). Subject to Paramount. The Skydance the notes thereto, the GAAP Financial Statements (A) were or, in the case of the Subsequent GAAP Financial Statements, will be derived from the Books and Records of N.I.S., (B) were or, in the case of the Subsequent GAAP Financial Statements, will be prepared in accordance with GAAP, consistently applied throughout all such periods, and (C) fairly present or, in the case of the Subsequent GAAP Financial Statements, will fairly present, in all material respects, the financial position, results of operations, cash flows and changes in stockholder's equity of N.I.S. as of the respective dates and for the respective periods referred to in the GAAP Financial Statements subject to, with respect to the unaudited GAAP Financial Statements, normal year-end adjustments, none of which, individually or in the aggregate, are or, in the case of the Subsequent GAAP Financial Statements, will be material, and the absence of footnotes. (b) Seller has previously delivered to Buyer true, correct and complete copies of (i) the audited annual statutory financial statements of Ozark as of and for the years ended December 31, 2016 and December 31, 2017 (together with all material supporting documents in connection therewith) and (ii) the unaudited quarterly statutory financial statement of Ozark as of June 30, 2018 (the balance sheet contained in such unaudited quarterly statutory financial statement for the period ending June 30, 2018, the “Ozark Reference Balance Sheet”) (collectively, and together with the Subsequent SAP Financial Statements, the “Statutory Statements”). No Governmental Entity has requested the refiling or amending of any Statutory Statement. Subject to the notes thereto, the Statutory Statements (A) were derived from, prepared using, and in all material respects are consistent with or, in the case of the Subsequent SAP Financial Statements, will be derived from, will be prepared using, and in all material respects will be consistent with, the Books and Records of Ozark; (B) were or, in the case of the Subsequent SAP Financial Statements, will be prepared in accordance with SAP, consistently applied throughout all such periods, and (C) fairly present or, in the case of the Subsequent SAP Financial Statements, will fairly present, in all material respects, the statutory financial position, admitted assets, liabilities and capital and surplus of Ozark at their respective dates and the results of operations, changes in surplus and cash flows of Ozark at and for the respective periods indicated and the results of operations, cash flows and changes in stockholder's equity of Ozark as of the respective dates and for the respective periods referred to in the Statutory Statements subject to, with respect to the unaudited Statutory Statements, normal year-end adjustments, none of which, individually or in the aggregate, are or, in the case of the Subsequent SAP Financial Statements, will be material. No material weakness or significant deficiency has been asserted by any Governmental Entity, or been determined to exist by Ozark management or the Ozark's independent registered public accounting firm, with respect to any of the Statutory Statements previously delivered to Buyer and there are no permitted accounting practices granted by any Insurance Regulator that were utilized in the preparation of such Statutory Statements. (c) The N.I.S. Estimated Balance Sheet will be (i) derived from, prepared using, and in all material respects consistent with, the Books and Records of N.I.S.; (ii) determined in accordance with GAAP applied on a consistent basis throughout with the periods covered presented in the GAAP Financial Statements previously delivered to Buyer (except as may be indicated to the extent of any adjustments to GAAP or the application thereof expressly embodied in the notes to such financial statementsN.I.S. Accounting Principles); (ii) fairly present, in all material respects, the consolidated financial position of Skydance and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Skydance and its consolidated Subsidiaries for the periods covered thereby; and (iii) were prepared from, and are in accordance with, the books and records of Skydance and the Skydance Subsidiaries (which books and records are correct and complete in all material respects). Except as required by applicable Law, since January 1, 2021, there has been no change in any accounting principles, policies, methods or practices, including any change with respect to reserves (whether for bad debt, contingent liabilities or otherwise), of Skydance and the Skydance Subsidiaries. (b) Skydance maintains, and at all times since January 1, 2021 has maintained, a system of internal controls over financial reporting that has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPthe N.I.S. Accounting Principles and using the same accounting and actuarial methodologies and assumptions, and includes those policies and procedures that: (i) pertain to in each case the maintenance of records that application thereof, Seller used in reasonable detail accurately and fairly reflect preparing the transactions and dispositions of the assets of Skydance; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and executed only in accordance with authorizations of management and directors of Skydance; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the assets of Skydance that could have a material effect on Skydance’s consolidated financial statements. Since January 1, 2021, none of Skydance, the Skydance Board, its audit committee or, to the knowledge of Skydance, Skydance’s independent registered accounting firm, has identified or been made aware of any: (A) significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by Skydance; (B) illegal act or fraud, whether or not material, that involves the management or other employees of Skydance who have a significant role in Skydance’s internal controls over financial reporting; or (C) claim or allegation regarding any of the foregoing. (c) Neither Skydance nor any Skydance Subsidiary is a party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership, or any similar Contract (including any Contract arising out of or relating to any transaction or relationship between or among Skydance and any Skydance Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose, or limited purpose Entity, on the other hand, or any “off-balance sheet arrangement”) where the result, purpose, or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Skydance or any Skydance Subsidiary in the Skydance Financial Statements.N.I.S.

Financial Statements; Internal Controls. (a) Attached as Section 4.6(a4.9(a) of the Skydance Company Disclosure Letter contains are: true, complete and accurate correct copies of (i) the audited consolidated statement of financial positions and consolidated statements consisting of comprehensive income, changes in equity and cash flows of the balance sheets of Skydance Company and its Subsidiaries as of and for the years ended December 31, 2021, 2022 and December 31, 20222021 audited in accordance with the Singapore Financial Reporting Standards (“SFRS”) issued by the Accounting Standards Council of Singapore (“ACS”), and December the statements of profit or loss and other comprehensive income, changes in equity, and cash flows of the of the Company and its Subsidiaries, together with the auditor’s reports thereon (collectively, the “Audited Financial Statements”) and (ii) no later than May 15, 2023, the unaudited consolidated statement of financial positions and consolidated statements of comprehensive income, changes in equity and cash flows of the Company and its Subsidiaries as of and for the three-month period ending March 31, 2023 (the balance sheet of Skydance as of December 31, 2023“Q1 Financial Statements” and together with the Audited Financial Statements, the “Skydance Balance Sheet”), and the related consolidated statements of operations, comprehensive income and retained earnings for each of the years then ended (collectively the “Skydance Financial Statements”). True, correct and complete copies of the Skydance Financial Statements have been provided to Paramount. . (b) The Skydance Financial Statements (i) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations, their consolidated incomes, their consolidated changes in equity and their consolidated cash flows for the respective periods then ended (subject, in the case of the Q1 Financial Statements, to normal year-end adjustment and the absence of footnotes), (ii) were prepared in accordance conformity with all applicable Laws and GAAP applied on a consistent basis throughout during the periods covered involved (except as may be indicated in the notes to such financial statements); (ii) fairly presentthereto and subject, in all material respects, the consolidated financial position of Skydance and its consolidated Subsidiaries as case of the respective dates thereof Q1 Financial Statements, to normal year-end adjustment and the consolidated results absence of operations and cash flows of Skydance and its consolidated Subsidiaries for the periods covered thereby; and footnotes), (iii) were prepared from, and are in accordance in all material respects with, the books and records of Skydance the Company and its consolidated Subsidiaries and (iv) in the Skydance Subsidiaries (which books and records are correct and complete case of the Audited Financial Statements comply in all material respects). Except as required by respects with the applicable Lawaccounting requirements and with the rules and regulations of the SEC, since January 1, 2021, there has been no change in any accounting principles, policies, methods or practices, including any change with respect to reserves (whether for bad debt, contingent liabilities or otherwise), of Skydance the Exchange Act and the Skydance SubsidiariesSecurities Act applicable to a registrant, in effect as of the respective dates thereof. (bc) Skydance maintains, and at all times since January 1, 2021 has maintained, a system of internal controls over financial reporting that has been designed to provide reasonable assurance regarding Neither the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions Company nor any director or officer of the assets Company or any of Skydance; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and executed only in accordance with authorizations of management and directors of Skydance; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionits Subsidiaries, use, or disposition of the assets of Skydance that could have a material effect on Skydance’s consolidated financial statements. Since January 1, 2021, none of Skydance, the Skydance Board, its audit committee or, nor to the knowledge of Skydancethe Company, Skydance’s any independent registered accounting firmauditor of the Company or its Subsidiaries, has identified or been made aware of any: (Ai) any significant deficiency or material weakness in the design or operation system of internal control over financial reporting accounting controls utilized by Skydance; the Company or any of its Subsidiaries, (Bii) illegal act or any fraud, whether or not material, that involves the Company’s management or other employees of Skydance who have a significant role in Skydance’s the preparation of financial statements or the internal accounting controls over financial reporting; utilized by the Company or any of its Subsidiaries or (Ciii) any claim or allegation regarding any of the foregoing. (cd) Neither Skydance The Company maintains a system of internal accounting controls, policies and procedures (whether formal or informal) which is reasonably sufficient to provide reasonable assurance (i) that transactions are executed in accordance with management’s general or specific authorizations, (ii) that transactions are recorded, and records are maintained in reasonable detail as necessary to permit preparation of accurate financial statements in conformity with GAAP, which fairly reflect the transactions and disposition of assets of each of the Company and its Subsidiaries and to maintain asset accountability, (iii) that access to assets is permitted only in accordance with management’s general or specific authorization, (iv) that the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, (v) that information required to be disclosed by each of the Company and its Subsidiaries is recorded and reported on a timely basis, and (vi) regarding prevention or timely detection of unauthorized acquisitions, misappropriation, use or disposition of the Company’s, or its Subsidiaries’ assets that could have a material effect on its financial statements (such materiality assessed with respect to a Company Material Adverse Effect). (e) The books and records of the Company have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (f) The Company, and each of its Subsidiaries, do not have any outstanding loan capital and has not engaged in nor agreed to engage in any Skydance Subsidiary is a party to or has any obligation financing or other commitment to become a party to any securitization transaction, off-balance sheet partnership, or any similar Contract (including any Contract arising out of or relating to any transaction or relationship between act of a type which would not be required to be shown or among Skydance and any Skydance Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose, or limited purpose Entity, on the other hand, or any “off-balance sheet arrangement”) where the result, purpose, or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Skydance or any Skydance Subsidiary reflected in the Skydance Financial Statements.

Financial Statements; Internal Controls. (a) Section 4.6(a) of the Skydance Disclosure Letter contains The Company has delivered to Purchaser true, correct and complete and accurate copies of the its audited consolidated financial statements consisting of the balance sheets of Skydance PCS Intermediate Holdings, LLC, a Delaware limited liability company and wholly-owned direct Subsidiary of the Company (“PCS Intermediate Holdings”), and its subsidiaries (all of which are wholly-owned indirect Subsidiaries of the Company) and related income statements, statements of cash flow and statements of stockholders’ equity (or equivalent thereof) as of and for the years ended December 31, 2021, December 31, 20222022 and its unaudited consolidated balance sheets and related income statements, statements of cash flow and December statements of stockholders’ equity (or equivalent thereof) as of the eight month period ended August 31, 2023 (the unaudited balance sheet of Skydance as of December August 31, 2023, the “Skydance Latest Balance Sheet”), and the related consolidated such financial statements of operationscollectively, comprehensive income and retained earnings for each of the years then ended (collectively the “Skydance Financial Statements”). True, correct and complete copies of the Skydance Financial Statements have been provided to Paramount. The Skydance Financial Statements (iincluding any related notes and schedules) were are accurate and complete as presented in all material respects, are based upon the books and records of PCS Intermediate Holdings, and have been prepared from and in accordance with the books of account and financial records of PCS Intermediate Holdings and the Subsidiaries and in accordance with GAAP applied on a consistent basis throughout the periods covered (indicated, except as may set forth on Schedule 3.11(a) of the Disclosure Schedules and that the August 31, 2023 Financial Statements are subject to normal and recurring year-end audit adjustments (none of which would reasonably be indicated expected to be material, individually or in the notes aggregate). The Financial Statements fairly present the consolidated financial condition, cash flows and operating results of PCS Intermediate Holdings and its Subsidiaries (taken as whole) as of the dates, and for the periods, indicated therein. Except (a) as set forth on the face of the Latest Balance Sheet or (b) as set forth on Schedule 3.11(a) of the Disclosure Schedules, PCS Intermediate Holdings and the Subsidiaries have no liabilities or obligations, contingent or otherwise, liquidated or unliquidated, known or unknown other than liabilities incurred in the ordinary course of business since the date of the Latest Balance Sheet (none of which relates to such financial statementsor arises from any violation of Law, breach of Contract, tort, infringement, or misappropriation); (ii) fairly present, which, in all such cases, individually and in the aggregate are not material respects, to the consolidated financial position condition and operating results of Skydance and its consolidated Subsidiaries as of the respective dates thereof PCS Intermediate Holdings and the consolidated results of operations and cash flows of Skydance and its consolidated Subsidiaries for the periods covered thereby; and (iii) were prepared from, and are in accordance with, the books and records of Skydance and the Skydance Subsidiaries (which books and records are correct and complete in all material respects)Subsidiaries. Except as required by applicable Lawset forth on Schedule 3.11(a) of the Disclosure Schedules, since January 1the Company, 2021, there has been no change in any accounting principles, policies, methods or practices, including any change with respect to reserves (whether for bad debt, contingent liabilities or otherwise), of Skydance PCS Intermediate Holdings and the Skydance Subsidiaries. Subsidiaries (btaken as whole) Skydance maintainsmaintain and will continue to maintain a standard system of accounting established and administered to permit preparation of the financial statements in accordance with GAAP. The Company, PCS Intermediate Holdings and at all times since January 1, 2021 has maintained, the Subsidiaries have established and maintain a system of internal accounting controls over financial reporting that has been designed are in all material respects sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to GAAP consistently applied. Neither the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Skydance; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and executed only in accordance with authorizations of management and directors of Skydance; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the assets of Skydance that could have a material effect on Skydance’s consolidated financial statements. Since January 1, 2021, none of Skydance, the Skydance Board, its audit committee orCompany nor, to the knowledge Knowledge of Skydancethe Company, Skydance’s any of its or its Subsidiaries’ directors, officers, auditors or independent registered accounting firm, accountants has identified or been made aware of any: (A) any significant deficiency or material weakness in the design or operation system of internal control over financial reporting utilized by Skydancethe Company and its Subsidiaries that has not been subsequently remediated; or (B) illegal act or fraud, whether or not material, any fraud that involves the Company’s or its Subsidiaries’ management or other employees of Skydance who have a significant role in Skydance’s the preparation of financial statements or the internal controls control over financial reporting; or (C) claim or allegation regarding reporting utilized by the Company and its Subsidiaries. Neither the Company nor any of the foregoing. (c) Neither Skydance nor any Skydance Subsidiary its Subsidiaries is a party to to, or has any obligation or other commitment to become a party to to, any securitization transactionjoint venture, off-balance sheet partnership, partnership or any similar Contract (including any Contract arising out of or contract relating to any transaction or relationship between or among Skydance and the Company and/or any Skydance Subsidiaryof its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose, purpose or limited purpose EntityPerson, on the other hand, or any “off-balance sheet arrangement”” (as defined in Item 303(a) where of Regulation S-K promulgated by the result, purpose, or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Skydance or any Skydance Subsidiary in the Skydance Financial StatementsSEC).

Financial Statements; Internal Controls. (a) Attached as Section 4.6(a4.8(a) of the Skydance Panavision Disclosure Letter contains are true, complete and accurate copies of the audited consolidated financial statements consisting of the balance sheets of Skydance as of December 31, 2021, December 31, 2022, and December 31, 2023 (the balance sheet of Skydance as of December 31, 2023, the “Skydance Balance Sheet”), and the related consolidated statements of operations, comprehensive income and retained earnings for each of the years then ended (collectively the “Skydance Financial Statements”). True, correct and complete copies of (i) the Skydance draft audited consolidated balance sheet of the Panavision Group as of December 31, 2017 and the draft audited consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows of the Panavision Group for the year ended December 31, 2017 (collectively, the “Panavision Draft Audited Financial Statements have been provided to Paramount. The Skydance Statements”), (ii) the audited consolidated balance sheets of the Panavision Group as of December 31, 2016 and December 31, 2015 and the audited consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows of the Panavision Group for the years ended December 31, 2016 and December 31, 2015 (together with the Draft Panavision Audited Financial Statements, the “Panavision Audited Financial Statements”) and (iii) the unaudited consolidated balance sheet and statements of operations, income and cash flows of the Panavision Group as of and for the quarter ended March 31, 2018 (the “Panavision Unaudited Financial Statements” and, together with the Panavision Audited Financial Statements, the “Panavision Audited and Unaudited Financial Statements”). (b) Except as set forth on Section 4.8(b) of the Panavision Disclosure Letter, the Panavision Audited and Unaudited Financial Statements (i) fairly present in all material respects (A) the consolidated financial position of the Panavision Group, as at the respective dates thereof, (B) in the case of the Panavision Audited and Unaudited Financial Statements, the consolidated results of operations, income and cash flows of the Panavision Group for the respective period then ended and (C) in the case of the Panavision Audited Financial Statements, the consolidated changes in stockholders’ equity (deficit) of the Panavision Group for the respective periods then ended (subject, in the case of the Panavision Unaudited Financial Statements with respect to clauses (A) and (B), to the absence of normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in accordance conformity with GAAP applied on a consistent basis throughout during the periods covered involved (except except, in the case of the Panavision Audited Financial Statements, as may be indicated in the notes to such financial statements); (ii) fairly presentthereto and subject, in all material respects, the consolidated financial position of Skydance and its consolidated Subsidiaries as case of the respective dates thereof Panavision Unaudited Financial Statements, to the absence of footnotes and the consolidated results normal year-end audit adjustments (none of operations and cash flows of Skydance and its consolidated Subsidiaries for the periods covered thereby; which is expected to be material)), and (iii) were prepared from, and are in accordance with, the books Books and records Records of Skydance the Panavision Group. Except as set forth on Section 4.8(b) of the Panavision Disclosure Letter, (A) the audited consolidated balance sheets of the Panavision Group as of December 31, 2017, December 31, 2016 and December 31, 2015 and the Skydance Subsidiaries audited consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows of the Panavision Group for the years ended December 31, 2017 (which books and records are correct and complete the “Closing Panavision Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 8.7, will fairly present in all material respects). Except respects the consolidated financial position of the Panavision Group, as required by applicable Lawat the respective dates thereof, since January 1and the consolidated results of operations, 2021income, there has been no change changes in any accounting principlesstockholders’ equity (deficit) and cash flows for the respective periods then ended, policies(B) the Closing Panavision Audited Financial Statements, methods or practiceswhen delivered following the date of this Agreement in accordance with Section 8.7, including any change will be prepared in conformity with respect to reserves GAAP applied on a consistent basis during the periods involved (whether for bad debt, contingent liabilities or otherwiseexcept as may be indicated in the notes thereto), (C) the Closing Panavision Audited Financial Statements, when delivered following the date of Skydance this Agreement in accordance with Section 8.7, will have been prepared from, and in accordance with, the Books and Records of the Panavision Group, (D) the Closing Panavision Audited Financial Statements, when delivered following the date of this Agreement in accordance with Section 8.7, will have been audited in accordance with the standards of the Public Company Accounting Oversight Board, and (E) the Closing Panavision Audited Financial Statements, when delivered by Panavision for inclusion in the Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 8.7, 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 Skydance SubsidiariesSecurities Act in effect as of the respective dates thereof. (bc) Skydance maintainsThe Panavision Group maintains and, for all periods covered by the Panavision Audited and at all times since January 1Unaudited Financial Statements, 2021 has maintained, a system of internal controls over financial reporting that has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: maintained (i) pertain to Books and Records of the maintenance Panavision Group in the ordinary course of records business that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Skydance; the Panavision Group in all material respects and (ii) provide a system of internal accounting controls sufficient to provide, in all material respects, reasonable assurance assurances (w) that transactions, receipts and expenditures of the Panavision Group are being executed and made only in accordance with appropriate authorizations of management of Panavision, (x) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and executed only in accordance with authorizations of management and directors of Skydance; and to maintain accountability for assets, (iiiy) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, use or disposition of the assets of Skydance the Panavision Group and (z) that could have a material effect on Skydance’s consolidated financial statementsaccounts, notes and other receivables and Inventory are recorded accurately. Since January 1, 20212015, none no member of Skydance, the Skydance Board, Panavision Group has received from its audit committee or, to the knowledge independent auditors any written notification of Skydance, Skydance’s independent registered accounting firm, has identified or been made aware of any: any (Ax) “significant deficiency or material weakness deficiency” in the design or operation of internal control controls over financial reporting utilized by Skydance; of the Panavision Group, (By) illegal act “material weakness” in the internal controls over financial reporting of the Panavision Group or (z) fraud, whether or not material, that involves the management or other employees of Skydance the Panavision Group who have a significant role in Skydance’s the internal controls over financial reporting; or (C) claim or allegation regarding any reporting of the foregoingPanavision Group. (cd) Neither Skydance nor any Skydance Subsidiary No member of the Panavision Group is a party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership, or any similar Contract (including any Contract arising out of or relating to any transaction or relationship between or among Skydance and any Skydance Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose, or limited purpose Entity, on the other hand, or any “off-balance sheet arrangement”” (as defined in Item 303(a) where of Regulation S-K promulgated by the result, purpose, or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Skydance or any Skydance Subsidiary in the Skydance Financial StatementsSEC).

Financial Statements; Internal Controls. (a) Section 4.6(a) of The Company has delivered to the Skydance Disclosure Letter contains true, Lenders complete and accurate correct copies of of: (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (the “Company Form 10-K”), which contains the audited consolidated financial statements consisting balance sheet of the balance sheets of Skydance Company and its consolidated Subsidiaries as of December 31, 2021, December 31, 2022, and December 31, 2023 (the balance sheet of Skydance as of December 31, 2023, the “Skydance Balance Sheet”)2019, and the related consolidated statements of operations, comprehensive income and retained earnings shareholders’ equity and statements of cash flows for each the fiscal year then ended, including the footnotes thereto, certified by independent certified public accountants; and (ii) the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020 (the “Company Form 10-Q”), which contains the unaudited consolidated balance sheet of the years Company and its consolidated Subsidiaries as of June 30, 2020, and the related unaudited consolidated statements of income and stockholders’ equity and statements of cash flows for the three month period then ended (the financial statements in clauses (i) and (ii) collectively the “Skydance Financial Statements”). True, correct and complete copies . (b) Each of the Skydance consolidated balance sheets contained in the Financial Statements have been provided to Paramount. The Skydance fairly presents in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of income and shareholders’ equity and statements of cash flows included in the Financial Statements fairly presents in all material respects the consolidated results of operations, stockholders’ equity or cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods to which they relate (i) were prepared subject, in the case of any unaudited interim financial statements, to normal year-end adjustments and the absence of footnote disclosures), in each case in accordance with GAAP applied on a consistent basis throughout during the periods covered (involved, except as may be indicated noted therein. (c) Since the date of the latest financial statements included in the notes to such financial statements); Company Form 10-Q and except as disclosed therein, neither the Company nor any of its Subsidiaries has (i) sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or action or Order from any applicable Governmental Authority, (ii) fairly presentissued or granted any securities (other than pursuant to (x) employee benefit plans, stock option or stock incentive plans, other employee compensation plans or non-employee director compensation programs in all material respectsexistence on the date hereof and described in the Company Form 10-K or Company Form 10-Q or (y) options, warrants or rights outstanding on the consolidated financial position of Skydance and its consolidated Subsidiaries as of date hereof or the respective dates thereof and date on which the consolidated results of operations and cash flows of Skydance and its consolidated Subsidiaries for the periods covered thereby; and Rights Offering is fully subscribed), (iii) incurred any liability or obligation, direct or contingent, other than liabilities and obligations that were prepared fromincurred in the ordinary course of business, (iv) entered into any transaction not in the ordinary course of business (other than as contemplated hereunder or as described in the Company Form 10-K or Company Form 10-Q (without giving effect to any supplements or amendments thereto after the execution and are in accordance withdelivery of this Agreement)), the books and records of Skydance and the Skydance Subsidiaries or (which books and records are correct and complete in all material respects). Except as required by applicable Lawv) declared or paid any dividend on its Capital Stock, and, since January 1, 2021such date, there has not been no any change in the terms of the Equity Interests or long-term debt of the Company or any accounting principlesof its Subsidiaries (other than as described in the Company Form 10-K or Company Form 10-Q (without giving effect to any supplements or amendments thereto after the execution and delivery of this Agreement)) or any adverse change, policiesor any development involving a prospective adverse change, methods in or practices, including any change with respect to reserves affecting the condition (whether for bad debt, contingent liabilities financial or otherwise), results of Skydance operations, stockholders’ equity, properties, management, business or prospects of the Company and its Subsidiaries, taken as a whole, in each case except as could not, individually or in the Skydance Subsidiariesaggregate, reasonably be expected to have a Material Adverse Effect. (bd) Skydance maintainsExcept as set forth in Section 3.5(d) of the Disclosure Schedule, and at all times since January 1, 2021 has maintained, the Company maintains a system of internal controls over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) that complies in all material respects with the requirements of the Exchange Act and that has been designed by, or under the supervision of, the Company’s principal executive and principal financial officers, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i. Except as set forth in Section 3.5(d) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Skydance; (ii) Disclosure Schedule, the Company maintains internal accounting controls designed to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with GAAP and executed to maintain accountability for its assets, (iii) access to the Company’s assets is permitted only in accordance with authorizations management’s general or specific authorization, and (iv) the recorded accountability for the Company’s assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. As of management the date of the most recent balance sheet of the Company and its consolidated Subsidiaries reviewed or audited by Pxxxxx & Mxxxx, PLLC and the audit committee of the board of directors of Skydance; and the Company, there were no material weaknesses in the Company’s internal controls. (iiie) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition Except as set forth in Section 3.5(e) of the assets Disclosure Schedule, since the date of Skydance that could have a material effect on Skydance’s the most recent balance sheet of the Company and its consolidated financial statements. Since January 1Subsidiaries reviewed or audited by Pxxxxx & Mxxxx, 2021, none of Skydance, PLLC and the Skydance Board, its audit committee orof the board of directors of the Company, to (i) the knowledge Company has not been advised of Skydance, Skydance’s independent registered accounting firm, has identified or been made become aware of any: (Ax) any significant deficiency or material weakness deficiencies in the design or operation of internal control over controls, that could adversely affect the ability of the Company or any of its Subsidiaries to record, process, summarize and report financial reporting utilized by Skydance; data, or any material weaknesses in internal controls, and (By) illegal act or any fraud, whether or not material, that involves the management or other employees of Skydance who have a significant role in Skydance’s the internal controls over financial reporting; or (C) claim or allegation regarding any of the foregoing. Company and each of its Subsidiaries; and (cii) Neither Skydance nor any Skydance Subsidiary is a party to there have been no significant changes in internal controls or has any obligation or in other commitment to become a party to any securitization transaction, off-balance sheet partnership, or any similar Contract (including any Contract arising out of or relating to any transaction or relationship between or among Skydance and any Skydance Subsidiary, on the one hand, and any unconsolidated Affiliatefactors that could significantly adversely affect internal controls, including any structured finance, special purpose, or limited purpose Entity, on the other hand, or any “off-balance sheet arrangement”) where the result, purpose, or intended effect of such Contract is corrective actions with regard to avoid disclosure of any significant deficiencies and material transaction involving, or material liabilities of, Skydance or any Skydance Subsidiary in the Skydance Financial Statementsweaknesses.

Financial Statements; Internal Controls. (a) Section 4.6(a) of the Skydance Disclosure Letter contains true, Foundation Bancorp has previously delivered to PCC true and complete and accurate copies of the audited Foundation Bancorp’s consolidated financial statements consisting of the balance sheets of Skydance as of December 31, 20212013, December 31, 2022, 2014 and December 31, 2023 (the balance sheet of Skydance as of December 31, 2023, the “Skydance Balance Sheet”)2015, and the related consolidated statements of operations, comprehensive income and retained earnings comprehensive income, changes in shareholders’ equity, and statements of cash flows for each the fiscal years then ended, audited by Xxxx Xxxxx LLP, including the footnotes thereto, additional or supplemental information supplied therewith and the report of Xxxx Xxxxx LLP prepared in connection therewith. The documents described above, together with the call reports of the years then Bank for the fiscal quarter ended December 31, 2015 (collectively collectively, the “Skydance Foundation Bancorp Financial Statements”). True, correct and complete copies of the Skydance Financial Statements have been provided to Paramount. The Skydance Financial Statements ): (i) were have been prepared in accordance with the books and records of Foundation Bancorp and the Bank and present fairly and accurately in all material respects the assets, liabilities, shareholders’ equity, revenues, expenses, cash flows and financial condition of Foundation Bancorp and the Bank as of the dates thereof, and the results of operations for the periods then ended; and (ii) have been prepared in accordance with GAAP (or in accordance with regulatory accounting principles to the extent different from GAAP and required by any Regulatory Authority or to which Foundation Bancorp and the Bank are subject) consistently applied on a consistent basis throughout during the periods covered involved. (b) Neither Foundation Bancorp nor any Foundation Bancorp Subsidiary has any liability (whether absolute, accrued, contingent or otherwise and whether due or to become due), except as may be indicated in for (i) those liabilities that are reflected or reserved against on the consolidated balance sheet of Foundation Bancorp at December 31, 2015 (including any notes to such financial statementsthereto); , (ii) fairly presentliabilities incurred in the ordinary course of business consistent with past practice since December 31, in all material respects2015 which have been Previously Disclosed, the consolidated financial position of Skydance and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Skydance and its consolidated Subsidiaries for the periods covered thereby; and (iii) were prepared fromliabilities that would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, or (iv) liabilities in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of each of Foundation Bancorp and the Foundation Bancorp Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Foundation Bancorp (subject to Foundation Bancorp’s contract for service bureau and other technology services and customary agreements with third party vendors) or a Foundation Bancorp Subsidiary or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on the system of internal accounting controls described in Section 4.3(f) hereof. (d) Since December 31, 2013, (A) neither Foundation Bancorp, nor any of the Foundation Bancorp Subsidiaries nor, to Foundation Bancorp’s Knowledge, any director, officer, employee, auditor, accountant or representative of Foundation Bancorp or the Foundation Bancorp Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Foundation Bancorp or any Foundation Bancorp Subsidiary or their respective internal accounting or financial reporting controls, including any material complaint, allegation, assertion or claim that Foundation Bancorp or any Foundation Bancorp Subsidiary has engaged in questionable accounting or auditing practices, (B) no attorney representing Foundation Bancorp or any Foundation Bancorp Subsidiary, whether or not employed by Foundation Bancorp or any Foundation Bancorp Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Foundation Bancorp or any Foundation Bancorp Subsidiary or any of their respective officers, directors, employees or agents to the Foundation Bancorp Board, or any committee thereof or to any director or officer of Foundation Bancorp or any Foundation Bancorp Subsidiary, and are (C) neither Foundation Bancorp, nor any of the Foundation Bancorp Subsidiaries, has Knowledge of a violation of securities laws, breach of fiduciary duty or similar violation by Foundation Bancorp or any Foundation Bancorp Subsidiary or any of their respective officers, directors, employees or agents. Foundation Bancorp has delivered or made available to PCC copies of all management or other letters delivered to Foundation Bancorp by its independent accountants in accordance withconnection with any of the financial statements of Foundation Bancorp or by such accountants regarding the internal controls or internal compliance procedures and systems of Foundation Bancorp or any Foundation Bancorp Subsidiary issued at any time since January 1, 2013, and will make available for inspection by PCC or its representatives, at such times and places as PCC may reasonably request, reports and working papers produced or developed by such accountants, subject to the books approval, terms and records conditions of Skydance those accountants. Xxxx Xxxxx LLP has not resigned (or informed Foundation Bancorp that it intends to resign) or been dismissed as the independent public accountants of Foundation Bancorp as a result of or in connection with any disagreements with Foundation Bancorp on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (e) Since December 31, 2013, each of Foundation Bancorp and the Skydance Foundation Bancorp Subsidiaries have timely filed all reports, registrations, statements and submissions, together with any amendments required to be made with respect thereto, required to be filed with any Regulatory Authority and all other material reports and statements required to be filed, including, without limitation, any report or statement required to be filed pursuant to the laws of the United States and the rules and regulations of any Regulatory Authority, and have paid all fees and assessments due and payable in connection therewith. As of their respective dates, each of such reports, registrations, statements and submissions (which books and records are correct i) were true and complete in all material respects). Except as required by applicable Law, since January 1, 2021, there has been no change in respects (or amended to be so promptly following discovery of any accounting principles, policies, methods or practices, including any change with respect to reserves (whether for bad debt, contingent liabilities or otherwisediscrepancy), (ii) complied in all material respects with all of Skydance the laws, rules and regulations of the Skydance Subsidiariesapplicable Regulatory Authority with which such reports, registrations, statements and submissions were filed and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The capital stock of Foundation Bancorp or any Foundation Bancorp Subsidiary is not required to be registered, and is not registered, under Section 12 of the Exchange Act. Neither Foundation Bancorp nor any Foundation Bancorp Subsidiary is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (bf) Skydance maintains, Each of Foundation Bancorp and at all times since January 1, 2021 has maintained, the Foundation Bancorp Subsidiaries maintains a system of internal accounting controls over financial reporting that has been designed sufficient to provide reasonable assurance assurance: (i) that transactions are executed in accordance with management’s general or specific authorizations, (ii) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPstatements, and includes those policies and procedures that: (iiii) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Skydance; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and executed only (or in accordance with authorizations of management regulatory accounting principles to the extent different from GAAP and directors of Skydance; required by any Regulatory Authority or to which Foundation Bancorp and (iiithe Bank are subject) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionand to maintain asset accountability. Foundation Bancorp has disclosed, usebased on its most recent evaluation prior to the date hereof, or disposition to its independent auditors and the audit committee of the assets of Skydance that could have a material effect on Skydance’s consolidated financial statements. Since January Foundation Bancorp Board (1) any deficiencies, 2021, none of Skydance, the Skydance Board, its audit committee or, to the knowledge of Skydance, Skydance’s independent registered accounting firm, has identified or been made aware of any: (A) significant deficiency deficiencies or material weakness weaknesses in the design or operation of internal control controls over financial reporting utilized by Skydance; which could adversely affect its ability to record, process, summarize and report financial data and has identified for its independent auditors any deficiencies, significant deficiencies or material weaknesses in such internal controls, and (B2) illegal act or any fraud, whether or not material, that involves the management or other employees of Skydance who have a significant role in Skydance’s its internal controls, or controls over financial reporting; or (C) claim or allegation regarding any of the foregoing. (cg) Neither Skydance nor Section 4.3(g) of the Foundation Bancorp Disclosure Schedule sets forth a true and complete list of all entities affiliated with Foundation Bancorp or any Skydance Foundation Bancorp Subsidiary, including without limitation, all special purpose entities, limited purpose entities and qualified special purpose entities in which Foundation Bancorp or any Foundation Bancorp Subsidiary is has an economic or management interest. Section 4.3(g) of the Foundation Bancorp Disclosure Schedule also sets forth a party true and complete list of all transactions, arrangements, and other relationships between or among any such affiliated entity, Foundation Bancorp, any Foundation Bancorp Subsidiary, and any executive officer or director of Foundation Bancorp or any Foundation Bancorp Subsidiary, that are not reflected in the consolidated financial statements of Foundation Bancorp (each, a “Foundation Bancorp Off Balance Sheet Transaction”), along with the following information with respect to each such Foundation Bancorp Off Balance Sheet Transaction: (i) the business purpose, activities, and economic substance; (ii) the key terms and conditions; (iii) the potential risk to Foundation Bancorp or has any obligation Foundation Bancorp Subsidiary; and (iv) the amount of any guarantee, line of credit, standby letter of credit or other commitment to become a party to any securitization transaction, off-balance sheet partnershipcommitment, or any similar Contract (including any Contract arising out other type of or relating to any transaction or relationship between or among Skydance and any Skydance Subsidiaryarrangement, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose, or limited purpose Entity, on the other hand, that could require Foundation Bancorp or any “off-balance sheet arrangement”) where the result, purpose, or intended effect of Foundation Bancorp Subsidiary to fund any obligations under any such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Skydance or any Skydance Subsidiary in the Skydance Financial Statementstransaction.

Financial Statements; Internal Controls. (a) The following financial statements are attached as Section 4.6(a) 2.3 of the Skydance Company Disclosure Letter contains true, complete and accurate copies of Schedule: (i) the audited consolidated financial statements consisting of the balance sheets of Skydance Company and its Subsidiaries as of December 31, 20212010 and 2009, December 31including the balance sheet and the related statements of operations, 2022statements of changes in stockholders’ equity and statements of cash flows of the Company and its Subsidiaries as of and for the fiscal years then ended, including in each case the notes thereto, together with the report of the independent certified public accounting firm set forth therein (the “Audited Financial Statements”); and December 31(ii) the unaudited financial statements of the Company and its Subsidiaries as of February 28, 2023 2011, including the balance sheet and the related statement of operations, statement of changes in stockholders’ equity and statement of cash flows of the Company and its Subsidiaries as of and for the two (2) month period then ended (such financial statements, the “Unaudited Financial Statements”; the balance sheet of Skydance the Company and its Subsidiaries as of December 31February 28, 20232011, the “Skydance Reference Balance Sheet”; the date of the Reference Balance Sheet, the “Reference Balance Sheet Date”), ; (the Audited Financial Statements and the related consolidated statements of operationsUnaudited Financial Statements, comprehensive income and retained earnings for each of the years then ended (collectively collectively, the “Skydance Financial Statements”). True, correct and complete copies of the Skydance The Financial Statements have been provided to Paramount. The Skydance Financial Statements (i) were prepared in accordance with GAAP GAAP, consistently applied on a consistent basis throughout the periods covered (except as may be indicated except, in the notes to such financial statementscase of the Unaudited Financial Statements, for the absence of footnotes (that, if presented, would not differ materially from those included in the Audited Financial Statements) and normal recurring year end adjustments); (ii) . The Financial Statements fairly present, in all material respects, the consolidated financial position of Skydance the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and changes in cash flows as of Skydance the dates and its consolidated Subsidiaries for the periods covered thereby; and (iii) were specified. The Financial Statements have been prepared from, and are in accordance with, with the books and records of Skydance the Company and the Skydance its Subsidiaries. The Company and its Subsidiaries have made and kept (which and given Parent access to their) books and records are correct and complete accounts, in accordance with applicable Legal Requirements, which accurately and fairly reflect, in all material respects). Except as required by applicable Law, since January 1, 2021, there has been no change in any accounting principles, policies, methods or practices, including any change with respect to reserves (whether for bad debt, contingent liabilities or otherwise), the activities of Skydance Company and the Skydance its Subsidiaries. (b) Skydance maintainsNeither the Company, and at all times since January 1, 2021 has maintained, a system of internal controls over financial reporting that has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions any Subsidiary of the assets of Skydance; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and executed only in accordance with authorizations of management and directors of Skydance; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionCompany, use, or disposition of the assets of Skydance that could have a material effect on Skydance’s consolidated financial statements. Since January 1, 2021, none of Skydance, the Skydance Board, its audit committee ornor, to the knowledge Knowledge of Skydancethe Company, Skydance’s independent registered accounting firmany director, officer, employee, auditor, accountant or representative of the Company or any Subsidiary of the Company, has identified within the last three (3) years received or been made aware has otherwise had or obtained Knowledge of any: any material complaint, allegation, assertion or claim (A) significant deficiency or material weakness other than discussions among accounting professionals in the design ordinary course which were resolved in the ordinary course), whether written or operation oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or internal control over financial reporting utilized by Skydance; (B) illegal act or fraud, whether or not material, that involves the management or other employees of Skydance who have a significant role in Skydance’s internal controls over financial reporting; or (C) claim or allegation regarding any of the foregoing. (c) Neither Skydance nor any Skydance Subsidiary is a party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership, or any similar Contract (including any Contract arising out of or relating to any transaction or relationship between or among Skydance Company and any Skydance Subsidiary, on the one hand, and any unconsolidated Affiliateits Subsidiaries, including any structured finance, special purpose, or limited purpose Entity, on the other hand, or any “off-balance sheet arrangement”) where the result, purpose, or intended effect of such Contract is to avoid disclosure knowledge of any material transaction involvingcomplaint, allegation, assertion or material liabilities of, Skydance claim that the Company or any Skydance Subsidiary of the Company has engaged in the Skydance Financial Statementsquestionable or improper accounting practices.

Financial Statements; Internal Controls. (a) Section 4.6(a) 4.04 of the Skydance SafeStitch Disclosure Letter contains trueincludes a complete copy of SafeStitch’s unaudited balance sheet, complete income statement and accurate copies statement of cash flows of SafeStitch as of and for the six month period ended June 30, 2013, and the audited consolidated financial statements consisting balance sheet, income statement and statement of cash flows of SafeStitch for the balance sheets of Skydance as of years ended December 31, 2021, December 31, 2022, 2011 and December 31, 2023 2012 (the balance sheet of Skydance as of December 31, 2023collectively, the “Skydance Balance Sheet”), and the related consolidated statements of operations, comprehensive income and retained earnings for each of the years then ended (collectively the “Skydance SafeStitch Financial Statements”). True, correct and complete copies of the Skydance The SafeStitch Financial Statements have been provided to Paramount. The Skydance Financial Statements (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in and with each other. The SafeStitch Financial Statements present fairly the notes to such financial statements); (ii) fairly present, in all material respects, the consolidated financial position condition and operating results of Skydance SafeStitch and its consolidated Subsidiaries as of the respective dates dates, and for the periods, indicated therein, subject to normal year-end audit adjustments (none of which, individually or in the aggregate, are material). SafeStitch maintains a standard system of accounting established and administered in accordance with GAAP. SafeStitch’s unaudited balance sheet as of June 30, 2013, is referred to as the “SafeStitch Balance Sheet.” (b) SafeStitch and its Subsidiaries have filed or furnished each form, report, schedule, registration statement, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) required to be filed or furnished by SafeStitch or any of its Subsidiaries pursuant to the consolidated results of operations and cash flows of Skydance and its consolidated Subsidiaries for Securities Act or the periods covered thereby; and (iii) were prepared from, and are in accordance with, Exchange Act with the books and records of Skydance and the Skydance Subsidiaries (which books and records are correct and complete in all material respects). Except as required by applicable Law, SEC since January 1, 20212010 (as such documents have since the time of their filing been amended or supplemented, there the “SafeStitch SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto, the SafeStitch SEC Reports (A) complied as to form in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and, to the extent applicable, the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”), and (B) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The SafeStitch Financial Statements complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto in effect at the time of filing or furnishing the applicable SafeStitch SEC Report. (i) Each of the principal executive officer of SafeStitch and the principal financial officer of SafeStitch (or each former principal executive officer of SafeStitch and each former principal financial officer of SafeStitch, as applicable) has been no change in any accounting principles, policies, methods made all certifications required by Rule 13a-14 or practices, including any change 15d-14 under the Exchange Act or Sections 302 and 906 of SOX and the rules and regulations of the SEC promulgated thereunder with respect to reserves (whether for bad debtthe SafeStitch SEC Reports. For purposes of the preceding sentence, contingent liabilities “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Since January 1, 2012, neither SafeStitch nor any of its Subsidiaries has arranged any outstanding “extensions of credit” to directors or otherwise), executive officers within the meaning of Skydance and the Skydance SubsidiariesSection 402 of SOX. (bii) Skydance maintains, SafeStitch has designed and at all times since January 1, 2021 has maintained, maintains a system of internal controls control over financial reporting that has been designed (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance assurances regarding the reliability of financial reporting reporting. SafeStitch (x) has designed and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies maintains disclosure controls and procedures that: (ias defined in Rules 13a-15(e) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions 15d-15(e) of the assets of Skydance; (iiExchange Act) to provide reasonable assurance that transactions are recorded all information required to be disclosed by SafeStitch in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to SafeStitch’s management as necessary appropriate to permit preparation of financial statements in conformity with GAAP and executed only in accordance with authorizations of management and directors of Skydance; allow timely decisions regarding required disclosure, and (iiiy) provide reasonable assurance regarding prevention or timely detection has disclosed, based on its most recent evaluation of unauthorized acquisitioninternal control over financial reporting, use, or disposition to SafeStitch’s outside auditors and the audit committee of the assets Board of Skydance that could have a material effect on Skydance’s consolidated financial statements. Since January 1, 2021, none Directors of Skydance, the Skydance Board, its audit committee or, to the knowledge of Skydance, Skydance’s independent registered accounting firm, has identified or been made aware of any: SafeStitch (A) all significant deficiency or deficiencies and material weakness weaknesses in the design or operation of internal control over financial reporting utilized by Skydance; which are reasonably likely to adversely affect SafeStitch’s ability to record, process, summarize and report financial information and (B) illegal act or any fraud, whether or not material, that involves the management or other employees of Skydance who have a significant role in SkydanceSafeStitch’s internal controls control over financial reporting; or (C) claim or allegation regarding any of the foregoing. (c) Neither Skydance nor any Skydance Subsidiary is a party to or has any obligation or other commitment to become a party to any securitization transaction. Since December 31, off-balance sheet partnership2009, or any similar Contract (including any Contract arising out of or relating to any transaction or relationship between or among Skydance and any Skydance Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose, or limited purpose Entity, on the other hand, or any “off-balance sheet arrangement”) where the result, purpose, or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Skydance or change in internal control over financial reporting required to be disclosed in any Skydance Subsidiary in the Skydance Financial StatementsSafeStitch SEC Report has been so disclosed.

Financial Statements; Internal Controls. (a) Set forth on Section 4.6(a3.10(a) of the Skydance Seller Disclosure Letter contains true, complete and accurate copies Schedule is a copy of (i) the audited consolidated financial statements consisting (balance sheets, statements of income, statements of cash flows and statements of stockholders’ equity) of ISP, its Subsidiaries and the balance sheets of Skydance as of Excluded Subsidiaries for the fiscal years ended December 31, 20212009 and 2010 (the “ISP Financial Statements”), (ii) the audited consolidated financial statements (balance sheets, statements of income, statements of cash flows and statements of member’s equity) of ISP Chemco LLC and its subsidiaries (collectively, “ISP Chemco”) for the fiscal years ended December 31, 20222008, 2009 and 2010 (the “ISP Chemco Audited Financial Statements”) and (iii) the unaudited consolidated financial statements (balance sheet, statement of income and statement of cash flow of ISP Chemco) for the three months ended April 3, 2011 (the “ISP Chemco Unaudited Financial Statements”, and December 31, 2023 (together with the balance sheet of Skydance as of December 31, 2023ISP Chemco Audited Financial Statements, the “Skydance Balance Sheet”), and the related consolidated statements of operations, comprehensive income and retained earnings for each of the years then ended (collectively the “Skydance ISP Chemco Financial Statements”). True, correct and complete copies of the Skydance The ISP Financial Statements have been provided to Paramount. The Skydance Financial Statements (i) were prepared in accordance with GAAP consistently applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements); (ii) thereby and fairly present, in all material respects, the consolidated financial position condition and results of Skydance operations, changes in stockholders’ equity, comprehensive income (loss) and/or changes in cash flows of ISP, its Subsidiaries and its consolidated the Excluded Subsidiaries as of the respective dates thereof and or the consolidated results of operations and cash flows of Skydance and its consolidated Subsidiaries for periods then ended, as applicable. The ISP Chemco Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby; thereby and (iii) were prepared fromfairly present, and are in accordance with, the books and records of Skydance and the Skydance Subsidiaries (which books and records are correct and complete in all material respects), the consolidated financial condition and results of operations, changes in member’s equity, comprehensive income (loss) and changes in cash flows of ISP Chemco as of the dates thereof or the periods then ended, as applicable, subject in the case of the ISP Chemco Unaudited Financial Statements, to normal recurring year-end adjustments. Except as required by applicable Law, since January 1, 2021, there has been no change in ISP Chemco does not directly or indirectly own any accounting principles, policies, methods or practices, including any change with respect to reserves (whether for bad debt, contingent liabilities or otherwise), of Skydance and the Skydance capital stock of the Excluded Subsidiaries. (b) Skydance maintains, and at all times since January 1, 2021 has maintained, a The Companies’ system of internal controls over financial reporting that has been designed is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Skydance; (ii) provide reasonable assurance all material respects that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and executed only in accordance with authorizations of management and directors of Skydance; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionGAAP, use, or disposition of the assets of Skydance that could have a material effect on Skydance’s consolidated financial statements. Since January 1, 2021, none of Skydance, the Skydance Board, its audit committee or, to the knowledge of Skydance, Skydance’s independent registered accounting firm, has identified or been made aware of any: (A) significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by Skydance; (B) illegal act or fraud, whether or not material, that involves the management or other employees of Skydance who have a significant role in Skydance’s internal controls over financial reporting; or (C) claim or allegation regarding any of the foregoingconsistently applied. (c) Neither Skydance nor any Skydance Subsidiary is a party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership, or any similar Contract (including any Contract arising out of or relating to any transaction or relationship between or among Skydance and any Skydance Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose, or limited purpose Entity, on the other hand, or any “off-balance sheet arrangement”) where the result, purpose, or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Skydance or any Skydance Subsidiary in the Skydance Financial Statements.

Financial Statements; Internal Controls. (a) Section 4.6(a) of the Skydance Disclosure Letter contains true, complete and accurate copies of the The audited consolidated financial statements consisting balance sheet of the balance sheets of Skydance DK as of December 31, 2021, December 31, 2022, 2018 (the “DK Balance Sheet Date”) and December 31, 2023 (2017 together with the balance sheet of Skydance as of December 31, 2023, the “Skydance Balance Sheet”), and the related audited consolidated statements statement of operations, comprehensive income statement of redeemable convertible preferred stock and retained earnings for each stockholders’ deficit and statements of cash flows of DK and its Subsidiaries as of the years then ended DK Balance Sheet Date, together with the auditor’s reports thereon (collectively the “Skydance DK Audited Financial Statements”). True, correct and complete copies of the Skydance Financial Statements have been provided to Paramount. The Skydance Financial Statements (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements); (ii) fairly presentpresent fairly, in all material respects, the consolidated financial position of Skydance DK and its consolidated Subsidiaries as of the respective dates thereof December 31, 2018 and December 31, 2017 and the consolidated results of its operations and its cash flows of Skydance and its consolidated Subsidiaries for the periods covered thereby; and (iii) years then ended. The DK Audited Financial Statements were prepared from, and are audited in accordance with, with accounting principles generally accepted in the books and records United States of Skydance and the Skydance Subsidiaries America (which books and records are correct and complete in all material respects“U.S. GAAP”). Except as required by applicable Law, since January 1, 2021, there has been no change in any accounting principles, policies, methods or practices, including any change with respect to reserves (whether for bad debt, contingent liabilities or otherwise), of Skydance and the Skydance Subsidiaries. (b) Skydance maintainsDK and its Subsidiaries have made available to the parties prior to the date of this Agreement the unaudited consolidated balance sheets and related unaudited consolidated statements of operations, redeemable convertible preferred stock and stockholders’ deficit and cash flows of DK and its Subsidiaries as of September 30, 2019 (the “DK Unaudited Financial Statements”). Subject to the notes thereto and normal year-end audit adjustments that are not material in amount or effect, the DK Unaudited Financial Statements were prepared in accordance with and subject to the standards, principles and practices specified in the DK Audited Financial Statements and in accordance with applicable Law and U.S. GAAP, and at present fairly, in all times since January 1material respects, 2021 has maintainedof the financial position of DK and its Subsidiaries as of September 30, 2019 and the results of its operations and its cash flows for the nine-month period ended as of September 30, 2019. (c) DK and its Subsidiaries maintain a system of internal accounting controls over financial reporting and procedures that has been designed is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes that (i) transactions are executed in accordance with GAAPmanagement’s general or specific authorization, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Skydance; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and executed to maintain asset accountability for DK’s assets, (iii) access to material assets is permitted only in accordance with authorizations management’s general or specific authorization, (iv) the reporting of management and directors of Skydance; DK’s assets is compared with existing assets at regular intervals and (iiiv) provide accounts, notes and other receivables are recorded accurately and reserves established against them based upon actual prior experience and in accordance with U.S. GAAP, and proper procedures are implemented for the collection thereof on a commercially reasonable assurance regarding prevention basis. During the three (3) financial years ending on the DK Balance Sheet Date, neither DK nor any of its Subsidiaries (including their personnel and independent accountants of DK or timely detection any of unauthorized acquisition, use, its Subsidiaries who participated in the preparation or disposition review of DK’s financial statements or the assets of Skydance that could have a material effect on Skydance’s consolidated financial statements. Since January 1, 2021, none of Skydance, the Skydance Board, its audit committee or, to the knowledge of Skydance, Skydance’s independent registered internal accounting firm, controls) has identified or been made aware of any: (A) significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by Skydance; (B) illegal act or any fraud, whether or not material, that involves the management of DK or other employees any of Skydance who have a significant role its Subsidiaries or any of their personnel involved in Skydance’s internal controls over financial reporting; or (C) claim or allegation regarding any . The DK Audited Financial Statements and the DK Unaudited Financial Statements, when delivered by DK for inclusion in the Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 9.01, will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the foregoing. (c) Neither Skydance nor any Skydance Subsidiary is a party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership, or any similar Contract (including any Contract arising out of or relating to any transaction or relationship between or among Skydance SEC and any Skydance Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose, or limited purpose Entity, on the other hand, or any “off-balance sheet arrangement”) where the result, purpose, or intended Securities Act in effect as of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Skydance or any Skydance Subsidiary in the Skydance Financial Statementsdate.

Financial Statements; Internal Controls. (a) The following financial statements are attached as Section 4.6(a) 2.3 of the Skydance Company Disclosure Letter contains true, complete and accurate copies of Schedule: (i) the audited consolidated financial statements consisting of the balance sheets of Skydance Company and its Subsidiaries as of December 31, 20212010 and 2009, December 31including the balance sheet and the related statements of operations, 2022statements of changes in stockholders’ equity and statements of cash flows of the Company and its Subsidiaries as of and for the fiscal years then ended, including in each case the notes thereto, together with the report of the independent certified public accounting firm set forth therein (the “Audited Financial Statements”); and December 31(ii) the unaudited financial statements of the Company and the Subsidiaries as of June 30, 2023 2011, including the balance sheet and the related statement of operations, statement of changes in stockholders’ equity and statement of cash flows of the Company and its Subsidiaries as of and for the six (6) month period then ended (such financial statements, the “Unaudited Financial Statements”; the balance sheet of Skydance the Company and its Subsidiaries as of December 31June 30, 20232011, the “Skydance Reference Balance Sheet”; the date of the Reference Balance Sheet, the “Reference Balance Sheet Date”), ; (the Audited Financial Statements and the related consolidated statements of operationsUnaudited Financial Statements, comprehensive income and retained earnings for each of the years then ended (collectively collectively, the “Skydance Financial Statements”). True, correct and complete copies of the Skydance The Financial Statements have been provided to Paramount. The Skydance Financial Statements (i) were prepared in accordance with GAAP GAAP, consistently applied on a consistent basis throughout the periods covered (except as may be indicated except, in the notes to such financial statementscase of the Unaudited Financial Statements, for the absence of footnotes (that, if presented, would not differ materially from those included in the Audited Financial Statements) and normal recurring year end adjustments); (ii) . The Financial Statements fairly present, in all material respects, the consolidated financial position of Skydance the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and changes in cash flows as of Skydance the dates and its consolidated Subsidiaries for the periods covered thereby; and (iii) were specified. The Financial Statements have been prepared from, and are in accordance with, with the books and records of Skydance the Company and the Skydance its Subsidiaries. The Company and its Subsidiaries have made and kept (which and given Parent access to their) books and records are correct and complete accounts, in accordance with applicable Legal Requirements, which accurately and fairly reflect, in all material respects). Except as required by applicable Law, since January 1, 2021, there has been no change in any accounting principles, policies, methods or practices, including any change with respect to reserves (whether for bad debt, contingent liabilities or otherwise), the activities of Skydance Company and the Skydance its Subsidiaries. (b) Skydance maintainsNeither the Company, and at all times since January 1any Acquired Entity or any Center Entity, 2021 has maintained, a system of internal controls over financial reporting that has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Skydance; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and executed only in accordance with authorizations of management and directors of Skydance; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the assets of Skydance that could have a material effect on Skydance’s consolidated financial statements. Since January 1, 2021, none of Skydance, the Skydance Board, its audit committee ornor, to the knowledge Knowledge of Skydancethe Company, Skydance’s independent registered accounting firmany director, officer, employee, auditor, accountant or representative of the Company or any Acquired Entity or any Center Entity, has identified within the last three (3) years received or been made aware has otherwise had or obtained Knowledge of any: any material complaint, allegation, assertion or claim (A) significant deficiency or material weakness other than discussions among accounting professionals in the design ordinary course which were resolved in the ordinary course), whether written or operation oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Acquired Entity or any Center Entity or internal control over financial reporting utilized by Skydance; (B) illegal act or fraud, whether or not material, that involves the management or other employees of Skydance who have a significant role in Skydance’s internal controls over financial reporting; or (C) claim or allegation regarding any of the foregoing. (c) Neither Skydance nor any Skydance Subsidiary is a party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership, Company or any similar Contract (including Acquired Entity or any Contract arising out of or relating to any transaction or relationship between or among Skydance and any Skydance Subsidiary, on the one hand, and any unconsolidated AffiliateCenter Entity, including any structured finance, special purpose, or limited purpose Entity, on the other hand, or any “off-balance sheet arrangement”) where the result, purpose, or intended effect of such Contract is to avoid disclosure knowledge of any material transaction involvingcomplaint, allegation, assertion or material liabilities of, Skydance claim that the Company or any Skydance Subsidiary Acquired Entity or any Center Entity has engaged in the Skydance Financial Statementsquestionable or improper accounting practices.

Financial Statements; Internal Controls. (a) Section 4.6(a) of the Skydance Disclosure Letter contains true, complete and accurate copies of the The audited consolidated financial statements consisting of the balance sheets of Skydance SBT as of December 31, 2021, December 31, 2022, 2018 (the “SBT Balance Sheet Date”) and December 31, 2023 (2017, together with the balance sheet of Skydance as of December 31, 2023, the “Skydance Balance Sheet”), and the related consolidated audited statements of operationsfinancial position, statements of comprehensive income income, statements of changes in shareholders’ equity and retained earnings statements of cash flows of SBT for each of the years then ended December 31, 2018 and December 31, 2017, (collectively collectively, the “Skydance SBT Audited Financial Statements”), were prepared and audited in accordance with the standards, principles and practices specified therein and, subject thereto, in accordance with applicable Law and the IFRS as at the SBT Balance Sheet Date, except as otherwise noted therein, using accounting policies, practices and procedures consistent with those used in the preparation of the relevant financial statements of SBT and its Subsidiaries for the two (2) financial years and two (2) preceding accounting periods prior to the SBT Balance Sheet Date, and the auditor’s reports with respect to the SBT Audited Financial Statements do not contain a “going concern” or qualification or exception as to the scope of the audit. Prior to the date hereof, true, complete and correct copies of the SBT Audited Financial Statements, and the accompanying independent auditors’ reports, as applicable, have been made available in the SBT Data Room. (b) The SBT Audited Financial Statements show a true and fair view of: (i) the assets, liabilities, financial position and state of affairs of SBT and its Subsidiaries as at the SBT Balance Sheet Date; and (ii) the profits and losses, changes in shareholders’ equity and cash flow of SBT and its Subsidiaries for the financial year ended on the SBT Balance Sheet Date, in accordance with and subject to the standards principles and practices specified therein. (c) SBT and its Subsidiaries have made available in the SBT Data Room the unaudited consolidated balance sheets and related unaudited consolidated statements of income, shareholders’ equity and cash flows of SBT and its Subsidiaries as of September 30, 2019 (the “SBT Unaudited Financial Statements”). TrueSubject to notes and normal year-end audit adjustments that are not material in amount or effect, correct and complete copies of the Skydance SBT Unaudited Financial Statements have been provided to Paramount. The Skydance Financial Statements (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated standards, principles and practices specified in the notes to such financial statements); (ii) fairly presentSBT Audited Financial Statements and, subject thereto, in accordance with applicable Law and the IFRS and show a true and fair view, in all material respects, of the: (i) assets, liabilities, the consolidated financial position and state of Skydance affairs of SBT and its consolidated Subsidiaries as of September 30, 2019; and (ii) the respective dates thereof profits and the consolidated results of operations losses and cash flows flow of Skydance SBT and its consolidated Subsidiaries for the periods covered thereby; and (iii) were prepared fromperiod ended as of September 30, and are in accordance with, the books and records of Skydance and the Skydance Subsidiaries (which books and records are correct and complete in all material respects). Except as required by applicable Law, since January 1, 2021, there has been no change in any accounting principles, policies, methods or practices, including any change with respect to reserves (whether for bad debt, contingent liabilities or otherwise), of Skydance and the Skydance Subsidiaries2019. (bd) Skydance maintains, SBT and at all times since January 1, 2021 has maintained, its Subsidiaries maintain a system of internal accounting controls over financial reporting and procedures that has been designed are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes that (i) transactions are executed in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Skydancemanagement’s general or specific authorization; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP IFRS and executed applicable Laws, and to maintain asset accountability; (iii) access to material assets is permitted only in accordance with authorizations of management and directors of Skydance; management’s general or specific authorization and (iiiiv) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionaccounts, use, or disposition of notes and other receivables are recorded accurately. Within the assets of Skydance that could have a material effect on Skydance’s consolidated three (3) financial statements. Since January 1, 2021, none of Skydance, the Skydance Board, its audit committee or, years prior to the knowledge SBT Balance Sheet Date, neither SBT nor any of Skydance, Skydance’s its Subsidiaries (including their personnel and independent registered accountants who participated in the preparation or review of financial statements or the internal accounting firm, controls employed by SBT or any of its Subsidiaries) has identified or been made aware of any: (Ax) any significant deficiency or material weakness in the design or operation system of internal control over financial reporting accounting controls utilized by Skydance; SBT or any of its Subsidiaries, (By) illegal act or any fraud, whether or not material, that involves the management of SBT or other employees any of Skydance who have a significant role its Subsidiaries or any personnel involved in Skydance’s internal controls over financial reporting; reporting or (Cz) any written claim or allegation regarding any of the foregoing. The SBT Audited Financial Statements and the SBT Unaudited Financial Statements, when delivered by SBT for inclusion in the Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 9.1, will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC and the Securities Act in effect as of such date. (ce) Neither Skydance nor any Skydance Subsidiary is Each of SBT and its Subsidiaries has maintained its accounting records on a party to or has any obligation or other commitment to become proper and consistent basis and they are up-to-date, except where failure does not have a party to any securitization transaction, off-balance sheet partnership, or any similar Contract (including any Contract arising out of or relating to any transaction or relationship between or among Skydance and any Skydance Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose, or limited purpose Entity, on the other hand, or any “off-balance sheet arrangement”) where the result, purpose, or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Skydance or any Skydance Subsidiary in the Skydance Financial StatementsSBT Material Adverse Effect.

Financial Statements; Internal Controls. (a) Attached to Section 4.6(a4.5(a) of the Skydance Seller Disclosure Letter contains true, complete and accurate copies of Schedule are the audited consolidated financial statements consisting of the combined balance sheets of Skydance the Business (without giving effect to the Reorganization) as of June 30, 2004 and June 30, 2005 and audited statements of combined earnings, group equity and cash flows, for the fiscal years ended June 30, 2003, June 30, 2004 and June 30, 2005 (in each case, without giving effect to the Reorganization), together with all related notes and schedules thereto, accompanied by the audit report of Deloitte & Touche LLP (collectively, the “Company Financial Statements”). The Company Financial Statements fairly present in all material respects the combined financial position of the Business (without giving effect to the Reorganization) as of the respective dates thereof, and the combined results of the operations of the Business (without giving effect to the Reorganization) for the respective fiscal periods covered thereby, in each case in accordance with GAAP consistently applied during the periods involved, except as indicated in any notes thereto. (b) Attached to Section 4.5(b) of the Seller Disclosure Schedule is the unaudited combined balance sheet of the Business (without giving effect to the Reorganization) as of December 31, 20212005 and unaudited statements of combined earnings, group equity and cash flows, for the quarterly period ended December 31, 2022, and December 31, 2023 2005 (without giving effect to the balance sheet of Skydance as of December 31, 2023Reorganization) (collectively, the “Skydance Balance Sheet”), and the related consolidated statements of operations, comprehensive income and retained earnings for each of the years then ended (collectively the “Skydance Unaudited Financial Statements”). True, correct and complete copies of the Skydance The Unaudited Financial Statements have been provided to Paramount. The Skydance Financial Statements (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements); (ii) fairly present, present in all material respects, respects the consolidated combined financial position of Skydance and its consolidated Subsidiaries the Business (without giving effect to the Reorganization) as of the respective dates thereof date thereof, and the consolidated combined results of the operations and cash flows of Skydance and its consolidated Subsidiaries the Business (without giving effect to the Reorganization) for the periods fiscal period covered thereby; and (iii) were prepared from, and are in accordance with, the books and records of Skydance and the Skydance Subsidiaries (which books and records are correct and complete in all material respects). Except as required by applicable Law, since January 1, 2021, there has have been no change in any accounting principles, policies, methods or practices, including any change with respect to reserves (whether for bad debt, contingent liabilities or otherwise), of Skydance and the Skydance Subsidiaries. (b) Skydance maintains, and at all times since January 1, 2021 has maintained, a system of internal controls over financial reporting that has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes prepared in accordance with GAAP, and includes those consistently applied during the periods involved, in a manner consistent with Parent’s accounting policies and procedures that: described in Parent’s Annual Report on Form 10-K, filed August 31, 2005, by Parent with the Securities and Exchange Commission and its Quarterly Report on Form 10-Q, filed November 7, 2005, by Parent with the Securities and Exchange Commission (i“Parent’s Accounting Policies”). (c) pertain to To the maintenance Knowledge of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Skydance; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and executed only in accordance with authorizations of management and directors of Skydance; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionParent, use, or disposition of the assets of Skydance that could have a material effect on Skydance’s consolidated financial statements. Since January 1, 2021, none of Skydance, the Skydance Board, its audit committee or, to the knowledge of Skydance, Skydance’s independent registered accounting firm, has identified or been made aware of any: (A) no significant deficiency deficiencies or material weakness weaknesses exist in the design or operation of internal control over financial reporting utilized by Skydance; (Bi) illegal act or frauddisclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Companies, whether or not materialincluding the Subsidiaries, that involves is made known to the management of the Companies by others within those entities, or other employees of Skydance who have a significant role in Skydance’s (ii) internal controls over financial reporting; or reporting (Cas defined in Rule 13a-15(f) claim or allegation regarding any of the foregoingExchange Act), that would materially adversely affect the Companies’ ability to record, process, summarize and report financial data. (cd) Neither Skydance nor any Skydance Subsidiary is a party to As of the date hereof, none of the Companies or Subsidiaries has any obligation outstanding Indebtedness, other than Indebtedness that will be discharged, terminated or other commitment cancelled pursuant to become a party to any securitization transaction, off-balance sheet partnership, or any similar Contract Section 6.12. (including any Contract arising out of or relating to any transaction or relationship between or among Skydance e) The Companies and any Skydance Subsidiary, on the one handSubsidiaries have not made, and as of the Closing Date will not have made, any unconsolidated Affiliate, including any structured finance, special purpose, dividends or limited purpose Entity, on distributions that reduce the other hand, distributable reserves (or any “off-balance sheet arrangement”equivalent items under local applicable Law) where the result, purpose, or intended effect of such Contract is to avoid disclosure of any material transaction involving, Company or material liabilities of, Skydance Subsidiary to a negative amount or any Skydance Subsidiary in the Skydance Financial Statementsviolation of applicable Law.

Financial Statements; Internal Controls. (a) Section 4.6(a) of the Skydance Disclosure Letter contains true, complete and accurate copies of the The audited consolidated financial statements consisting of the balance sheets of Skydance as of Company and its consolidated Subsidiaries, for the fiscal year ended December 31, 2021, December 31, 2022, and December 31, 2023 2011 (the balance sheet of Skydance as of December 31, 2023, “2011 Audited Financials”) and each other relevant fiscal year included in the “Skydance Balance Sheet”)Company SEC Reports, and the related unaudited consolidated financial statements of operationsfor the periods subsequent to the 2011 Audited Financials (including in each case any notes thereto), comprehensive income included in the Company SEC Reports: (i) complied in all material respects with applicable accounting requirements and retained earnings for each the rules and regulations of the years then ended SEC; (collectively the “Skydance Financial Statements”). True, correct and complete copies of the Skydance Financial Statements have been provided to Paramount. The Skydance Financial Statements (iii) were prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such those financial statements) and subject, in the case of the unaudited financial statements, to normal year-end audit adjustments and to the absence of information or notes not required by GAAP to be included in interim financial statements as permitted by Form 10-Q of the SEC; and (iii) fairly presented (except as may be indicated in the notes thereto) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended. (b) Section 4.11(b) of the Company Disclosure Letter contains (i) the audited consolidated balance sheets of the Chehalis Joint Venture as of December 31, 2010 (the “Chehalis Audited Balance Sheet”); , and the related audited statements of operations, shareholders’ equity and cash flows for the fiscal year then ended (together with the Chehalis Audited Balance Sheet, the “Chehalis Audited Financial Statements”) and (ii) the unaudited consolidated balance sheet of the Chehalis Joint Venture as of September 30, 2011 (the “Latest Balance Sheet”) and the related unaudited statement of operations, shareholders’ equity and cash flows for the period then ended (together with the Chehalis Audited Financial Statements and the Latest Balance Sheet, the “Chehalis Financial Statements”). Except (A) as may be indicated in the footnotes thereto and/or (B) in the case of unaudited Chehalis Financial Statements, for the absence of footnotes and for normal year-end adjustments, the Chehalis Financial Statements have been prepared from the books and records of the Chehalis Joint Venture in accordance with GAAP applied on a consistent basis (except as may be indicated in the notes to those financial statements) and fairly presentpresented, in all material respects, the consolidated financial position of Skydance condition and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Skydance and its consolidated Subsidiaries for the entities or business to which they relate as of the dates thereof or the periods covered thereby; and (iii) were prepared from, and are in accordance with, the books and records of Skydance and the Skydance Subsidiaries (which books and records are correct and complete in all material respects). Except as required by applicable Law, since January 1, 2021, there has been no change in any accounting principles, policies, methods or practices, including any change with respect to reserves (whether for bad debt, contingent liabilities or otherwise), of Skydance and the Skydance Subsidiariesthen ended. (bc) Skydance maintainsThe Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. Such disclosure controls and procedures are reasonably effective to ensure that all material information relating to the Company and its Subsidiaries required to be disclosed in the Company’s periodic reports under the Exchange Act is made known to the Company’s principal executive officer and its principal financial officer by others within the Company or any of its Subsidiaries, and at all times since January 1such disclosure controls and procedures are reasonably effective in timely alerting the Company’s principal executive officer and its principal financial officer to such information required to be included in the Company’s periodic reports required under the Exchange Act. The Company has disclosed, 2021 has maintainedbased on the most recent evaluation of its principal executive officer and its principal financial officer prior to the date of this Agreement, a system of internal controls over financial reporting that has been designed to provide reasonable assurance regarding the reliability of financial reporting Company’s auditors and the preparation audit committee of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: the Company Board (i) pertain to the maintenance of records that in reasonable detail accurately all significant deficiencies and fairly reflect the transactions and dispositions of the assets of Skydance; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and executed only in accordance with authorizations of management and directors of Skydance; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the assets of Skydance that could have a material effect on Skydance’s consolidated financial statements. Since January 1, 2021, none of Skydance, the Skydance Board, its audit committee or, to the knowledge of Skydance, Skydance’s independent registered accounting firm, has identified or been made aware of any: (A) significant deficiency or material weakness weaknesses in the design or operation of internal control controls over financial reporting utilized by Skydance; which are reasonably likely to adversely affect the Company’s or any of its Subsidiary’s ability to record, process, summarize and report financial information in any material respect and (Bii) illegal act or any fraud, whether or not material, that involves the management or other employees of Skydance who have a significant role in Skydancethe Company’s internal controls over financial reporting; or (C) claim or allegation regarding any of the foregoingcontrols. (cd) From January 1, 2009 to the date hereof, neither the Company nor, to the Knowledge of the Company, any Representative of the Company has received any material complaint, allegation, assertion or claim, regarding deficiencies in the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls. (e) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Applicable Exchange. Neither Skydance the Company nor any Skydance Subsidiary is a party to of its Subsidiaries has outstanding, or has arranged any obligation outstanding “extensions of credit” to directors or other commitment to become a party to any securitization transaction, offexecutive officers of the Company prohibited by Section 402 of the Xxxxxxxx-balance sheet partnership, or any similar Contract Xxxxx Act. (including any Contract arising out f) Section 4.11(f) of or relating to any transaction or relationship between or among Skydance and any Skydance Subsidiary, on the one handCompany Disclosure Letter sets forth, and any unconsolidated Affiliatethe Company has delivered to Parent complete and correct copies of, including any structured finance, special purpose, the documents creating or limited purpose Entity, on governing all of the other hand, or any Company’s “off-balance sheet arrangement”arrangements” (as defined in Item 303(a)(4) where of Regulation S-K of the resultSEC), purpose, or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Skydance or any Skydance Subsidiary the extent required to be reported in the Skydance Financial StatementsCompany SEC Reports. (g) The Company has obtained the Concord Amendment pursuant to which, subject to the satisfaction of the conditions contained therein, it shall obtain an amendment to the Concord Mortgage Loan that consents to the transactions contemplated by this Agreement or waives any default or event of default that may arise in connection with this Agreement or the transactions contemplated hereby, extends the maturity of the Concord Mortgage Loan and contains other terms, in each case, in the form set forth in Exhibit C. The Concord Amendment is in full force and effect, subject to the Enforceability Exceptions.

Financial Statements; Internal Controls. (a) Section 4.6(a3.5(a) of the Skydance Company Disclosure Letter contains truesets forth or will, complete and accurate copies of upon delivery in accordance with Section 5.5(a), set forth (i) the audited consolidated financial statements consisting of the balance sheets of Skydance the Company and its Subsidiaries as of December 31, 20212019 and the audited consolidated statement of operations, December 31statements of comprehensive income (loss), 2022statements of stockholders’ equity and statements of cash flows of the Company and its Subsidiaries for the same period, and December 31, 2023 together with the auditor’s reports thereon (the “Audited Financial Statements”) and (ii) the unaudited consolidated balance sheet sheets of Skydance the Company and its Subsidiaries as of December 31September 30, 20232020 and the unaudited consolidated statement of operations and statement of cash flows of the Company and its Subsidiaries as of September 30, 2020 (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Skydance Balance Sheet”), and the related consolidated statements of operations, comprehensive income and retained earnings for each of the years then ended (collectively the “Skydance Financial Statements”). True, correct and complete copies of the Skydance Financial Statements have been provided to Paramount. The Skydance Financial Statements (iincluding any related notes and schedules thereto) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements); (ii) fairly presentpresent fairly, in all material respects, the consolidated financial position position, results of Skydance operations, income (loss), changes in equity and cash flows of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Skydance and its consolidated Subsidiaries for the periods covered thereby; indicated in such Financial Statements (except, in the case of the Unaudited Financial Statements, for the absence of footnotes (which if presented would not differ materially from those presented in the most recent year-end financial statements) and (iii) other presentation items and normal year-end adjustments), in each case, in conformity with GAAP, consistently applied during the periods involved, and were prepared derived from, and are accurately reflect in accordance withall material respects, the books and records of Skydance the Company and the Skydance Subsidiaries (which books and records are correct and complete in all material respects). Except as required by applicable Law, since January 1, 2021, there has been no change in any accounting principles, policies, methods or practices, including any change with respect to reserves (whether for bad debt, contingent liabilities or otherwise), of Skydance and the Skydance its Subsidiaries. (b) Skydance maintainsExcept as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, all accounts receivable reflected in the Financial Statements, and at all times accounts receivable arising since January 1September 30, 2021 2020, to the extent still outstanding, represent arm’s length sales in the ordinary course of business, constitute valid claims of the Company or one of its Subsidiaries, as applicable, free and clear of all Liens other than Permitted Liens, and are not subject to any dispute, claim, set-off or other defense or counterclaims other than returns in the ordinary course of business. Since September 30, 2020, (i) there have not been any write-offs as uncollectible of such accounts receivable, except for write-offs in the ordinary course of business consistent with past practice, and (ii) there has maintainednot been a material change in the aggregate amount of such accounts receivable and amounts owing to the Company or any of its subsidiaries or the aging thereof. (c) Section 3.5(c) of the Company Disclosure Letter sets forth the Company’s aggregate Bookings and anticipated deliveries from such Bookings, in each case, as of December 31, 2020 (the “Bookings Information”). The Bookings Information was derived from the books and records of the Company and its Subsidiaries, represents reasonably anticipated future revenues based on definitive agreements or letters of intent entered into by the Company and a third party, and is true and correct in all material respects. (d) The Company maintains a system of internal accounting controls over financial reporting that has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes that: (a) transactions are executed in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Skydancemanagement’s general or specific authorizations; (iib) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and executed to maintain asset accountability; (c) access to property is permitted only in accordance with authorizations of management and directors of Skydancemanagement’s general or specific authorization; and (iiid) provide the recorded accountability for assets is compared with the existing assets at reasonable assurance regarding prevention or timely detection intervals and appropriate action is taken with respect to any differences. (e) Since December 31, 2017 (the “Applicable Date”), neither the Company nor any of unauthorized acquisition, use, or disposition of its Subsidiaries (including any employee thereof) nor the assets of Skydance that could have a material effect on Skydance’s consolidated financial statements. Since January 1, 2021, none of Skydance, the Skydance Board, its audit committee or, to the knowledge of Skydance, SkydanceCompany’s independent registered accounting firm, auditors has identified or been made aware of any: (Ai) any significant deficiency or material weakness in the design or operation system of internal control over financial reporting accounting controls utilized by Skydance; the Company or (Bii) illegal act or any fraud, whether or not material, that involves the Company’s management or other employees of Skydance who have a significant role in Skydance’s the preparation of financial statements or the internal accounting controls over financial reporting; utilized by the Company, nor has any written complaint, allegation, assertion or (C) claim that the Company or allegation regarding any of its Subsidiaries has engaged in questionable accounting or auditing practices been received by the foregoing. Company or any of its Subsidiaries. Since the Applicable Date, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its Subsidiaries or any of their respective Representatives to the Company Board or the board of directors (cor similar governing body) Neither Skydance nor of any Skydance Subsidiary is a party to of its Subsidiaries or has any obligation committee thereof or other commitment to become a party to any securitization transaction, off-balance sheet partnership, director or officer of the Company or any similar Contract (including any Contract arising out of or relating to any transaction or relationship between or among Skydance and any Skydance Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose, or limited purpose Entity, on the other hand, or any “off-balance sheet arrangement”) where the result, purpose, or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Skydance or any Skydance Subsidiary in the Skydance Financial Statementsits Subsidiaries.

Financial Statements; Internal Controls. (a) Attached as Section 4.6(a5.8(a) of the Skydance SIM Disclosure Letter contains are true, complete and accurate copies of the audited consolidated financial statements consisting of the balance sheets of Skydance as of December 31, 2021, December 31, 2022, and December 31, 2023 (the balance sheet of Skydance as of December 31, 2023, the “Skydance Balance Sheet”), and the related consolidated statements of operations, comprehensive income and retained earnings for each of the years then ended (collectively the “Skydance Financial Statements”). True, correct and complete copies of (i) the Skydance audited consolidated balance sheets of the SIM Group as of December 31, 2017 and December 31, 2016 and the audited consolidated statements of operations and comprehensive loss, stockholders’ equity (deficit) and cash flows of the SIM Group for the years ended December 31, 2017, December 31, 2016 and December 31, 2015 (collectively, the “SIM Audited Financial Statements have been provided to Paramount. The Skydance Statements”), and (ii) the draft unaudited consolidated balance sheets and statements of operations and comprehensive loss, stockholders’ equity and cash flows of the SIM Group as of and for the quarter ended June 30, 2018 (the “SIM Unaudited Financial Statements” and, together with the SIM Audited Financial Statements, the “SIM Financial Statements”). (b) Except as set forth in Section 5.8(b) of the SIM Disclosure Letter, the SIM Financial Statements (i) fairly present in all material respects the consolidated financial position of the SIM Group, as at the respective dates thereof, and the consolidated results of operations, income, changes in stockholders’ equity (deficit) and cash flows for the respective periods then ended (subject, in the case of the SIM Unaudited Financial Statements, to the absence of normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in accordance conformity with GAAP IFRS applied on a consistent basis throughout during the periods covered involved (except except, in the case of the SIM Audited Financial Statements, as may be indicated in the notes to such financial statements); (ii) fairly presentthereto and subject, in all material respects, the consolidated financial position of Skydance and its consolidated Subsidiaries as case of the respective dates thereof SIM Unaudited Financial Statements, to the absence of footnotes and the consolidated results normal year-end audit adjustments (none of operations and cash flows of Skydance and its consolidated Subsidiaries for the periods covered thereby; and which is expected to be material)), (iii) in the case of the SIM Audited Financial Statements, were audited in accordance with IFRS, (iv) were prepared from, and are in accordance with, the books Books and records Records of Skydance the SIM Group and (v) when delivered by SIM for inclusion in the Skydance Subsidiaries (which books and records are correct and complete Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 8.7, will comply in all material respects). Except as required by respects with the applicable Lawaccounting requirements and with the rules and regulations of the SEC, since January 1, 2021, there has been no change in any accounting principles, policies, methods or practices, including any change with respect to reserves (whether for bad debt, contingent liabilities or otherwise), of Skydance the Exchange Act and the Skydance SubsidiariesSecurities Act in effect as of the respective dates thereof. (bc) Skydance maintainsThe SIM Group maintains and, and at for all times since January 1periods covered by the SIM Financial Statements, 2021 has maintained, a system of internal controls over financial reporting that has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: maintained (i) pertain to Books and Records of the maintenance SIM Group in the ordinary course of records business that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Skydance; the SIM Group in all material respects and (ii) provide a system of internal accounting controls sufficient to provide, in all material respects, reasonable assurance assurances (w) that transactions, receipts and expenditures of the SIM Group are being executed and made only in accordance with appropriate authorizations of management of SIM, (x) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP IFRS and executed only in accordance with authorizations of management and directors of Skydance; and to maintain accountability for assets, (iiiy) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, use or disposition of the assets of Skydance the SIM Group and (z) that could have a material effect on Skydance’s consolidated financial statementsaccounts, notes and other receivables and Inventory are recorded accurately. Since January 1, 20212015, none no member of Skydance, the Skydance Board, SIM Group has received from its audit committee or, to the knowledge independent auditors any written notification of Skydance, Skydance’s independent registered accounting firm, has identified or been made aware of any: any (Ax) “significant deficiency or material weakness deficiency” in the design or operation of internal control controls over financial reporting utilized by Skydance; of the SIM Group, (By) illegal act “material weakness” in the internal controls over financial reporting of the SIM Group or (z) fraud, whether or not material, that involves the management or other employees of Skydance the SIM Group who have a significant role in Skydance’s the internal controls over financial reporting; or (C) claim or allegation regarding any reporting of the foregoingSIM Group. (cd) Neither Skydance nor any Skydance Subsidiary Except as set forth in Section 5.8(d) of the SIM Disclosure Letter, no member of the SIM Group is a party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership, or any similar Contract (including any Contract arising out of or relating to any transaction or relationship between or among Skydance and any Skydance Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose, or limited purpose Entity, on the other hand, or any “off-balance sheet arrangement”” (as defined in Item 303(a) where of Regulation S-K promulgated by the result, purpose, or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Skydance or any Skydance Subsidiary in the Skydance Financial StatementsSEC).

Financial Statements; Internal Controls. (a) Section 4.6(a) 2.5 of the Skydance Disclosure Letter Schedule contains true, complete and accurate copies of (i) the audited consolidated financial statements consisting of the balance sheets of Skydance Seller and the Companies as of December 31, 20212006 and 2005, and the audited consolidated statements of income and cash flows of Seller and the Companies for the years ended December 31, 20222006 and 2005, together with the notes to such financial statements (such balance sheet as of December 31, 2006, is referred to herein as the “Balance Sheet”, and December 31, 2023 (the balance sheet of Skydance 2006 is referred to herein as of December 31, 2023, the “Skydance Balance SheetSheet Date”, and the financial statements described in this clause (i) are collectively referred to herein as the “Historical Financial Statements”), and (ii) the related unaudited consolidated balance sheet of Seller and the Companies as of September 30, 2007, and the unaudited consolidated statements of operations, comprehensive income and retained earnings cash flows of Seller and each Company for each the three (3) quarters ended September 30, 2007 (such balance sheet as of September 30, 2007 is referred to herein as the “Interim Balance Sheet”, September 30, 2007 is referred to herein as the “Interim Balance Sheet Date”, the financial statements described in this clause (ii) are collectively referred to herein as the “Interim Financial Statements”, and all of the years then ended (financial statements described in this sentence are collectively referred to herein as the “Skydance Financial Statements”). True, correct and complete copies of Each balance sheet (including any related notes) included in the Skydance Financial Statements have been provided to Paramount. The Skydance Financial Statements (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements); (ii) presents fairly present, in all material respects, respects the consolidated financial position of Skydance and its consolidated Subsidiaries the Companies as of the respective dates thereof date thereof, and each income statement (including any related notes) and cash flow statement included in the consolidated Financial Statements presents fairly in all material respects the results of operations and cash flows flow, respectively, of Skydance and its consolidated Subsidiaries Companies for the periods covered thereby; period set forth therein, subject, in the case of the Interim Financial Statements, to normal year-end adjustments (which adjustments will not be, individually or in the aggregate, material) and (iii) were the lack of footnotes and other presentation items. Each of the Financial Statements has been prepared from, and are in accordance withwith the Historical Policies. Each of the Historical Financial Statements has been audited by the Companies’ independent public accountants. The books, the books records and records accounts of Skydance and the Skydance Subsidiaries (which books and records each Company are correct and complete in all material respects). Except as required by applicable Law, since January 1represent actual, 2021, there has bona fide transactions and have been no change maintained in any accordance with sound business and accounting principles, policies, methods or practices, including any change with respect to reserves (whether for bad debt, contingent liabilities or otherwise), of Skydance and the Skydance Subsidiaries. (b) Skydance maintains, and at all times since January 1, 2021 has maintained, Each Company maintains a system of internal accounting controls over financial reporting that has been designed sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that transactions are executed in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Skydanceaccordance with management’s general or specific authorizations; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and executed only in accordance with authorizations of management and directors of Skydanceto maintain accountability for assets; and (iii) provide reasonable assurance regarding prevention access to assets is permitted only in accordance with management’s general or timely detection of unauthorized acquisition, use, or disposition of the assets of Skydance that could have a material effect on Skydance’s consolidated financial statements. Since January 1, 2021, none of Skydance, the Skydance Board, its audit committee or, to the knowledge of Skydance, Skydance’s independent registered accounting firm, has identified or been made aware of any: (A) significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by Skydance; (B) illegal act or fraud, whether or not material, that involves the management or other employees of Skydance who have a significant role in Skydance’s internal controls over financial reporting; or (C) claim or allegation regarding any of the foregoingspecific authorization. (c) Neither Skydance nor any Skydance Subsidiary is a party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership, or any similar Contract (including any Contract arising out of or relating to any transaction or relationship between or among Skydance and any Skydance Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose, or limited purpose Entity, on the other hand, or any “off-balance sheet arrangement”) where the result, purpose, or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Skydance or any Skydance Subsidiary in the Skydance Financial Statements.