Common use of Financial Statements; Internal Controls Clause in Contracts

Financial Statements; Internal Controls. (a) Stagwell has delivered to MDC complete copies of the Stagwell Subject Entity Financial Statements. The Stagwell Subject Entity Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated in the notes thereto) and present fairly in all material respects the financial position, results of operations and cash flows of the Stagwell Subject Entities (excluding, for all purposes, the Reputation Defender Entities) as of the dates and for the respective periods shown. (b) Stagwell has delivered to MDC complete copies of the Reputation Defender Entity Financial Statements. The Reputation Defender Entity Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated in the notes thereto) and present fairly in all material respects the financial position, results of operations and cash flows of the Reputation Defender Entities as of the dates and for the respective periods shown. (c) Stagwell has devised and maintained systems of internal accounting controls which it has applied with respect to the Stagwell Subject Entities which systems are effective in providing reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements (including the Stagwell Subject Entity Financial Statements and the Reputation Defender Financial Statements) in accordance with GAAP, and (ii) that (A) all transactions are executed in accordance with management’s general or specific authorization, (B) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain proper accountability for items, (C) access to its property and assets is permitted only in accordance with management’s general or specific authorization and (D) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differences. There is no significant deficiency or material weakness in the system of internal accounting controls utilized by the Stagwell Subject Entities or, to the knowledge of Stagwell, fraud that involves management of the Stagwell Subject Entities or other employees or independent contractors of the Stagwell Subject Entities who have a role in the preparation of financial statements or internal accounting controls utilized by the Stagwell Subject Entities. During the past five (5) years, no director or officer of any Stagwell Subject Entity, or to the knowledge of Stagwell any non-officer employees, external auditor, external accountant or similar authorized representative of any Stagwell Subject Entity, has received or otherwise been made aware of any material complaint, allegation or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of any Stagwell Subject Entity or their respective internal accounting controls, including any complaint, allegation or claim that any Stagwell Subject Entity engaged in accounting or auditing practices that represent a violation of GAAP or GAAS.

Financial Statements; Internal Controls. (a) Stagwell PFG has previously delivered or made available to MDC complete SMBK copies of PFG’s (i) audited consolidated financial statements (including the Stagwell Subject Entity related notes and schedules thereto) for the years ended December 31, 2018, 2017 and 2016, accompanied by the unqualified audit reports of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent registered accountants (collectively, the “Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the nine months ended September 30, 2019 (the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The Stagwell Subject Entity Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated in the including any related notes and schedules thereto) are accurate and complete in all material respects and fairly present fairly in all material respects the financial position, condition and the results of operations operations, changes in shareholders’ equity, and cash flows of the Stagwell Subject Entities (excluding, for all purposes, the Reputation Defender Entities) PFG and its consolidated Subsidiaries as of the respective dates of and for the respective periods shownreferred to in such financial statements, all in accordance with GAAP, consistently applied, subject, in the case of the Unaudited Financial Statements, 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 PFG) 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 PFG’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of PFG. The audits of PFG have been conducted in accordance with GAAP. Since December 31, 2018, neither PFG 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, 2018. True, correct and complete copies of the Financial Statements have been provided to SMBK prior to the date hereof. (b) Stagwell has delivered to MDC complete copies The records, systems, controls, data, and information of PFG 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 Reputation Defender Entity Financial Statementsexclusive ownership and direct control of PFG or its Subsidiaries or accountants (including all means of access thereto and therefrom). The Reputation Defender Entity Financial Statements PFG and its Subsidiaries have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated in the notes thereto) and present fairly in all material respects the financial position, results of operations and cash flows of the Reputation Defender Entities as of the dates and for the respective periods shown. (c) Stagwell has devised and maintained systems maintain a system of internal accounting controls which it has applied with respect sufficient to the Stagwell Subject Entities which systems are effective in providing provide reasonable assurance (i) assurances regarding the reliability of financial reporting and the preparation of financial statements (including the Stagwell Subject Entity Financial Statements and the Reputation Defender Financial Statements) in accordance with GAAP. PFG has disclosed based on its most recent evaluations, to its outside auditors and the audit committee of the board of directors of PFG (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect PFG’s ability to record, process, summarize and report financial data and (ii) that (A) all transactions are executed in accordance with management’s general any fraud, whether or specific authorizationnot material, (B) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain proper accountability for items, (C) access to its property and assets is permitted only in accordance with management’s general or specific authorization and (D) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differences. There is no significant deficiency or material weakness in the system of internal accounting controls utilized by the Stagwell Subject Entities or, to the knowledge of Stagwell, fraud that involves management of the Stagwell Subject Entities or other employees or independent contractors of the Stagwell Subject Entities who have a significant role in the preparation of PFG’s internal control over financial statements or internal accounting controls utilized by the Stagwell Subject Entitiesreporting. During the past five (5) years, no director or officer PFG has made available to SMBK a summary of any Stagwell Subject Entitysuch disclosure made by management to the auditor and/or audit committee of PFG or any Subsidiary. (c) Except as set forth in PFG Disclosure Schedule 3.07(c), since January 1, 2016, neither PFG nor any of its Subsidiaries nor, to PFG’s Knowledge, any director, officer, employee, auditor, accountant or representative of PFG or any of its Subsidiaries has received, or to the knowledge of Stagwell any non-officer employeesotherwise had or obtained Knowledge of, external auditor, external accountant or similar authorized representative of any Stagwell Subject Entity, has received or otherwise been made aware of any material complaint, allegation allegation, assertion, or claim, whether written or oral, claim regarding the accounting or auditing practices, procedures, methodologies methodologies, or methods of PFG or any Stagwell Subject Entity of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation allegation, assertion, or claim that PFG or any Stagwell Subject Entity of its Subsidiaries has engaged in questionable accounting or auditing practices that represent a violation of GAAP or GAASpractices.

Financial Statements; Internal Controls. (a) Stagwell TCBC has previously delivered or made available to MDC CBAN copies of TCBC’s (i) audited consolidated financial statements (including the related notes and schedules thereto) for the years ended December 31, 2024, 2023 and 2022, accompanied by the unqualified audit reports of ▇▇▇▇▇▇, LLP, independent registered accountants (collectively, the “Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the six (6) months ended June 30, 2025 (the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The 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 TCBC 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, in the case of the Unaudited Financial Statements, to (A) the absence of consolidated statements of changes in stockholders’ equity, consolidated statements of comprehensive income (loss), and consolidated statements of cash flow, (B) 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 TCBC), and (C) 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 TCBC’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of TCBC. The audits of TCBC have been conducted in accordance with GAAP. Except as set forth in TCBC Disclosure Schedule 3.07(a), since December 31, 2024, neither TCBC 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, 2024. True, correct and complete copies of the Stagwell Subject Entity Financial Statements. The Stagwell Subject Entity Financial Statements are set forth in TCBC Disclosure Schedule 3.07(a). (b) The financial statements contained in the Consolidated Reports of Condition and Income (the “Call Reports”) of TC Federal Bank for the periods ended on or after December 31, 2022, (i) are true, accurate and complete in all material respects, (ii) have been prepared in accordance with GAAP applied on a consistent basis (and regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes theretothereto and except for the omission of footnotes, and (iii) and fairly present fairly in all material respects the financial position, condition of TC Federal Bank as of the respective dates set forth therein and the results of operations and cash flows of the Stagwell Subject Entities (excluding, for all purposes, the Reputation Defender Entities) as of the dates and stockholders’ equity for the respective periods shown. (b) Stagwell has delivered to MDC complete copies of the Reputation Defender Entity Financial Statements. The Reputation Defender Entity Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated in the notes thereto) and present fairly in all material respects the financial position, results of operations and cash flows of the Reputation Defender Entities as of the dates and for the respective periods shown.respective (c) Stagwell has The records, systems, controls, data and information of TCBC 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 TCBC or its Subsidiaries or accountants (including all means of access thereto and therefrom). TCBC and its Subsidiaries have devised and maintained systems maintain a system of internal accounting controls which it has applied with respect sufficient to the Stagwell Subject Entities which systems are effective in providing provide reasonable assurance (i) assurances regarding the reliability of financial reporting and the preparation of financial statements (including the Stagwell Subject Entity Financial Statements and the Reputation Defender Financial Statements) in accordance with GAAP. TCBC has disclosed based on its most recent evaluations, to its outside auditors and the audit committee of the board of directors of TCBC (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect TCBC’s ability to record, process, summarize and report financial data and (ii) that (A) all transactions are executed in accordance with management’s general any fraud, whether or specific authorizationnot material, (B) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain proper accountability for items, (C) access to its property and assets is permitted only in accordance with management’s general or specific authorization and (D) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differences. There is no significant deficiency or material weakness in the system of internal accounting controls utilized by the Stagwell Subject Entities or, to the knowledge of Stagwell, fraud that involves management of the Stagwell Subject Entities or other employees or independent contractors of the Stagwell Subject Entities who have a significant role in the preparation TCBC’s internal control over financial reporting. (d) Except as set forth in TCBC Disclosure Schedule 3.07(d), since December 31, 2022, (x) neither TCBC nor any of financial statements its Subsidiaries nor, to TCBC’s Knowledge, any director, officer, employee, auditor, accountant or internal accounting controls utilized by the Stagwell Subject Entities. During the past five (5) years, no director representative of TCBC or officer any of any Stagwell Subject Entityits Subsidiaries has received, or to the knowledge of Stagwell any non-officer employeesotherwise had or obtained Knowledge of, external auditor, external accountant or similar authorized representative of any Stagwell Subject Entity, has received or otherwise been made aware of any material complaint, allegation allegation, assertion or claim, whether written or oral, regarding the integrity of the Financial Statements, any financial statements of any Subsidiary of TCBC, including the Call Reports, the accounting or auditing practices, procedures, methodologies or methods of TCBC or any Stagwell Subject Entity of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation allegation, assertion or claim that TCBC or any Stagwell Subject Entity of its Subsidiaries has engaged in questionable accounting or auditing practices that represent practices, and (y) no attorney representing TCBC or any of its Subsidiaries, whether or not employed by TCBC or any of its Subsidiaries, has reported evidence of a material violation of GAAP securities Laws, breach of fiduciary duties or GAAS.similar violation by TCBC or any of its officers, directors, employees, or agents to the board of directors of TCBC or any committee of the board of directors or, to TCBC’s Knowledge, to any director or officer of TCBC. To TCBC’s Knowledge, there have been no instances of fraud by TCBC or any of its Subsidiaries, whether or not material (e) Except for (i) those liabilities that are fully reflected or reserved for in the Financial Statements, (ii) liabilities or obligations incurred in the Ordinary Course of Business since December 31, 2024 in amounts consistent with past practice, (iii) liabilities that have been discharged or paid in full before the Closing Date; or (iv) liabilities or obligations incurred directly as a result of this Agreement, neither TCBC nor any of its Subsidiaries has incurred any material liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and

Financial Statements; Internal Controls. (a) Stagwell BBI has previously delivered or made available to MDC complete FBMS copies of BBI’s (i) audited consolidated financial statements (including the Stagwell Subject Entity related notes and schedules thereto) for the years ended December 31, 2021, 2020 and 2019, accompanied by the unqualified audit reports of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLC, independent registered accountants (collectively, the “Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the three months ended March 31, 2022 (the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The Stagwell Subject Entity Audited Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated in the including any related notes and schedules thereto) are accurate and complete in all material respects and fairly present fairly in all material respects the financial position, condition and the results of operations operations, changes in shareholders’ equity, and cash flows of the Stagwell Subject Entities (excluding, for all purposes, the Reputation Defender Entities) BBI and its consolidated Subsidiaries as of the respective dates of and for the respective periods shown. (b) Stagwell has delivered referred to MDC complete copies of the Reputation Defender Entity Financial Statements. The Reputation Defender Entity Financial Statements have been prepared in such financial statements, all in accordance with GAAP applied on a consistent basis (except as may be indicated GAAP, consistently applied. The Unaudited Financial Statements are accurate and complete in the notes thereto) all material respects and fairly present fairly in all material respects the financial position, condition and the results of operations of BBI and cash flows of the Reputation Defender Entities its consolidated Subsidiaries as of the respective dates of and for the respective periods shownreferred 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 BBI), 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 BBI’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of BBI. The audits of BBI have been conducted in accordance with GAAP. Since December 31, 2019, neither BBI 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 Financial Statements are set forth in BBI Disclosure Schedule 3.07(a). (cb) Stagwell has The records, systems, controls, data and information of BBI 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 BBI or its Subsidiaries or accountants (including all means of access thereto and therefrom), except to the extent such records are stored and maintained by third-party data processors. BBI and its Subsidiaries have devised and maintained systems maintain a system of internal accounting controls which it has applied with respect sufficient to the Stagwell Subject Entities which systems are effective in providing provide reasonable assurance (i) assurances regarding the reliability of financial reporting and the preparation of financial statements (including the Stagwell Subject Entity Financial Statements and the Reputation Defender Financial Statements) in accordance with GAAP. BBI has disclosed, based on its most recent evaluations, to its outside auditors and the audit committee of the board of directors of BBI (i) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect BBI’s ability to record, process, summarize and report financial data and (ii) that (A) all transactions are executed in accordance with management’s general any fraud, whether or specific authorizationnot material, (B) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain proper accountability for items, (C) access to its property and assets is permitted only in accordance with management’s general or specific authorization and (D) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differences. There is no significant deficiency or material weakness in the system of internal accounting controls utilized by the Stagwell Subject Entities or, to the knowledge of Stagwell, fraud that involves management of the Stagwell Subject Entities or other employees or independent contractors of the Stagwell Subject Entities who have a significant role in the preparation BBI’s internal control over financial reporting. (c) Since January 1, 2019, neither BBI nor any of financial statements its Subsidiaries nor, to BBI’s Knowledge, any director, officer, employee, auditor, accountant or internal accounting controls utilized by the Stagwell Subject Entities. During the past five (5) years, no director representative of BBI or officer any of any Stagwell Subject Entityits Subsidiaries has received, or to the knowledge of Stagwell any non-officer employeesotherwise had or obtained Knowledge of, external auditor, external accountant or similar authorized representative of any Stagwell Subject Entity, has received or otherwise been made aware of any material complaint, allegation allegation, assertion or claim, whether written or oral, claim regarding the accounting or auditing practices, procedures, methodologies or methods of BBI or any Stagwell Subject Entity of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation allegation, assertion or claim that BBI or any Stagwell Subject Entity of its Subsidiaries has engaged in questionable accounting or auditing practices that represent a violation of GAAP or GAASpractices.

Financial Statements; Internal Controls. (a) Stagwell has delivered to MDC Attached as Section 4.8(a) of the Panavision Disclosure Letter are true, correct and complete copies of (i) the Stagwell Subject Entity 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. The Stagwell Subject Entity ”), (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 have been (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 during the periods involved (except, in the case of the Panavision Audited Financial Statements, as may be indicated in the notes thereto and subject, in the case of the Panavision Unaudited Financial Statements, to the absence of footnotes and normal year-end audit adjustments (none of which is expected to be material)), and (iii) were prepared from, and are in accordance with, the Books and Records of 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 audited consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows of the Panavision Group for the years ended December 31, 2017 (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 the consolidated financial position of the Panavision 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, (B) the Closing Panavision Audited Financial Statements, when delivered following the date of this Agreement in accordance with Section 8.7, will be prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), (C) the Closing Panavision Audited Financial Statements, when delivered following the date of this Agreement in accordance with Section 8.7, will have been prepared from, and present fairly 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 financial position, results of operations applicable accounting requirements and cash flows with the rules and regulations of the Stagwell Subject Entities (excluding, for all purposesSEC, the Reputation Defender Entities) Exchange Act and the Securities Act in effect as of the respective dates and for the respective periods shown. (b) Stagwell has delivered to MDC complete copies of the Reputation Defender Entity Financial Statements. The Reputation Defender Entity Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated in the notes thereto) and present fairly in all material respects the financial position, results of operations and cash flows of the Reputation Defender Entities as of the dates and for the respective periods shownthereof. (c) Stagwell The Panavision Group maintains and, for all periods covered by the Panavision Audited and Unaudited Financial Statements, has devised maintained (i) Books and maintained systems Records of the Panavision Group in the ordinary course of business that accurately and fairly reflect the transactions and dispositions of the assets of the Panavision Group in all material respects and (ii) a system of internal accounting controls which it has applied with respect sufficient to provide, in all material respects, reasonable assurances (w) that transactions, receipts and expenditures of the Stagwell Subject Entities which systems Panavision Group are effective in providing reasonable assurance (i) regarding the reliability of financial reporting being executed and the preparation of financial statements (including the Stagwell Subject Entity Financial Statements and the Reputation Defender Financial Statements) made only in accordance with GAAPappropriate authorizations of management of Panavision, and (iix) that (A) all transactions are executed in accordance with management’s general or specific authorization, (B) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain proper accountability for itemsassets, (Cy) access to its property and regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets is permitted only in accordance with management’s general or specific authorization of the Panavision Group and (Dz) that accounts, notes and other receivables and Inventory are recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to accurately. Since January 1, 2015, no member of the Panavision Group has received from its independent auditors any differences. There is no written notification of any (x) “significant deficiency or material weakness deficiency” in the system internal controls over financial reporting of the Panavision Group, (y) “material weakness” in the internal accounting controls utilized by over financial reporting of the Stagwell Subject Entities orPanavision Group or (z) fraud, to the knowledge of Stagwellwhether or not material, fraud that involves management of the Stagwell Subject Entities or other employees or independent contractors of the Stagwell Subject Entities Panavision Group who have a significant role in the preparation internal controls over financial reporting of financial statements or internal accounting controls utilized the Panavision Group. (d) No member of the Panavision Group is a party to any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the Stagwell Subject Entities. During the past five (5) years, no director or officer of any Stagwell Subject Entity, or to the knowledge of Stagwell any non-officer employees, external auditor, external accountant or similar authorized representative of any Stagwell Subject Entity, has received or otherwise been made aware of any material complaint, allegation or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of any Stagwell Subject Entity or their respective internal accounting controls, including any complaint, allegation or claim that any Stagwell Subject Entity engaged in accounting or auditing practices that represent a violation of GAAP or GAASSEC).

Financial Statements; Internal Controls. (a) Stagwell SWBS has previously delivered or made available to MDC complete FBMS copies of SWBS’s (i) audited consolidated financial statements (including the Stagwell Subject Entity related notes and schedules thereto) for the years ended December 31, 2016, 2015 and 2014, accompanied by the unqualified audit reports of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇, LLC, independent registered accountants (collectively, the “Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the six months ended June 30, 2017 (the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The Stagwell Subject Entity Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated in the including any related notes and schedules thereto) are accurate and complete in all material respects and fairly present fairly in all material respects the financial position, condition and the results of operations operations, changes in shareholders’ equity, and cash flows of the Stagwell Subject Entities (excluding, for all purposes, the Reputation Defender Entities) SWBS and its consolidated Subsidiaries as of the respective dates of and for the respective periods shownreferred to in such financial statements, all in accordance with GAAP, consistently applied, subject, in the case of the Unaudited Financial Statements, 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 SWBS) 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 SWBS’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of SWBS. The audits of SWBS have been conducted in accordance with GAAP. Since December 31, 2016, neither SWBS 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, 2016. True, correct and complete copies of the Financial Statements are set forth in SWBS Disclosure Schedule 3.07(a). (b) Stagwell has delivered to MDC complete copies The records, systems, controls, data and information of SWBS 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 Reputation Defender Entity Financial Statementsexclusive ownership and direct control of SWBS or its Subsidiaries or accountants (including all means of access thereto and therefrom). The Reputation Defender Entity Financial Statements SWBS and its Subsidiaries have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated in the notes thereto) and present fairly in all material respects the financial position, results of operations and cash flows of the Reputation Defender Entities as of the dates and for the respective periods shown. (c) Stagwell has devised and maintained systems maintain a system of internal accounting controls which it has applied with respect sufficient to the Stagwell Subject Entities which systems are effective in providing provide reasonable assurance (i) assurances regarding the reliability of financial reporting and the preparation of financial statements (including the Stagwell Subject Entity Financial Statements and the Reputation Defender Financial Statements) in accordance with GAAP. SWBS has disclosed based on its most recent evaluations, to its outside auditors and the audit committee of the board of directors of SWBS (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect SWBS’s ability to record, process, summarize and report financial data and (ii) that (A) all transactions are executed in accordance with management’s general any fraud, whether or specific authorizationnot material, (B) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain proper accountability for items, (C) access to its property and assets is permitted only in accordance with management’s general or specific authorization and (D) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differences. There is no significant deficiency or material weakness in the system of internal accounting controls utilized by the Stagwell Subject Entities or, to the knowledge of Stagwell, fraud that involves management of the Stagwell Subject Entities or other employees or independent contractors of the Stagwell Subject Entities who have a significant role in the preparation SWBS’s internal control over financial reporting. (c) Except as set forth in SWBS Disclosure Schedule 3.07, since January 1, 2014, neither SWBS nor any of financial statements its Subsidiaries nor, to SWBS’s Knowledge, any director, officer, employee, auditor, accountant or internal accounting controls utilized by the Stagwell Subject Entities. During the past five (5) years, no director representative of SWBS or officer any of any Stagwell Subject Entityits Subsidiaries has received, or to the knowledge of Stagwell any non-officer employeesotherwise had or obtained Knowledge of, external auditor, external accountant or similar authorized representative of any Stagwell Subject Entity, has received or otherwise been made aware of any material complaint, allegation allegation, assertion or claim, whether written or oral, claim regarding the accounting or auditing practices, procedures, methodologies or methods of SWBS or any Stagwell Subject Entity of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation allegation, assertion or claim that SWBS or any Stagwell Subject Entity of its Subsidiaries has engaged in questionable accounting or auditing practices that represent a violation of GAAP or GAASpractices.

Financial Statements; Internal Controls. (a) Stagwell has delivered to MDC Section 6.6 of the Disclosure Memorandum sets forth true, correct and complete copies of the Stagwell Subject Entity Year-End Financial Statements. The Stagwell Subject Entity Year-End Financial Statements (i) have been prepared from, and are consistent in all material respects with the books and Records of the Company and its Subsidiaries; (ii) have been prepared in accordance with GAAP GAAP, been audited in accordance with GAAS and standards applicable to financial audits contained in GAGAS, in each case consistently applied on a consistent basis throughout the periods, excluding the Year-End Financial Statements for the year ended December 31, 2020, which are subject to normal and recurring year-end adjustments; and (except as may be indicated in the notes theretoiii) and present fairly in all material respects the financial positioncondition, results of operations and operations, cash flows flow and, solely with respect to the Year-End Financial Statements, changes in stockholders’ equity of the Stagwell Subject Entities (excluding, Company and the consolidated Subsidiaries for all purposes, the Reputation Defender Entities) periods covered and as of the respective dates and for the respective periods shownthereof. (b) Stagwell has delivered to MDC complete copies of the Reputation Defender Entity Financial Statements. The Reputation Defender Entity Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated in the notes thereto) and present fairly in all material respects the financial position, results of operations and cash flows of the Reputation Defender Entities as of the dates and for the respective periods shown. (c) Stagwell Company has devised and maintained systems maintains a system of internal accounting controls which it has applied with respect to the Stagwell Subject Entities which systems are effective in providing provide reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements (including the Stagwell Subject Entity Financial Statements and the Reputation Defender Financial Statements) in accordance with GAAP, . The Company and its Subsidiaries maintain accurate books and Records reflecting the Assets and their liabilities and maintains proper and adequate internal accounting and record-keeping controls that provide reasonable assurance that: (i) the Company and its Subsidiaries maintain no off-the-book accounts and the Assets are used only in accordance with management’s directives; (ii) that (A) all transactions are executed in accordance with management’s general or specific authorization, authorizations; (Biii) all transactions are recorded as necessary to permit the preparation of financial statements in conformity consistent with GAAP past practice and to maintain proper accountability for items, asset accountability; (Civ) access to its property and assets the Assets is permitted only in accordance with management’s general or specific authorization and authorization; (Dv) the recorded accountability accounting for items the Assets is compared with actual levels the existing assets at reasonable regular intervals and appropriate action is taken with respect to any differences. There ; (vi) accounts, notes and other receivables and inventory are recorded accurately consistent with past practice and do not include any amounts for which there is no significant deficiency written contractual commitment to pay, and proper and adequate procedures are implemented to effect the collection of accounts, notes and other receivables on a current and timely basis; and (vii) the Company and its Subsidiaries maintain records in accordance with statutory records retention requirement. (c) The accounts receivable reflected on the Year-End Financial Statements and the accounts receivable arising after the date thereof (i) have arisen from bona fide transactions entered into by the Company or material weakness its Subsidiaries involving the rendering of services in the system Ordinary Course; (ii) constitute only valid, undisputed claims of internal accounting controls utilized by the Stagwell Subject Entities Company and its Subsidiaries not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the Ordinary Course; and (iii) subject to a reserve for bad debts shown on the Year-End Financial Statements or, with respect to accounts receivable arising after the knowledge of StagwellBalance Sheet Date in the Ordinary Course, fraud that involves management on the accounting records of the Stagwell Subject Entities or other employees or independent contractors Company and its Subsidiaries, are collectible. The reserve for bad debts shown on the Year-End Financial Statements or, with respect to accounts receivable arising after the Balance Sheet Date in the Ordinary Course, on the accounting records of the Stagwell Subject Entities who have a role in the preparation of financial statements or internal accounting controls utilized by the Stagwell Subject Entities. During the past five (5) years, no director or officer of any Stagwell Subject Entity, or to the knowledge of Stagwell any non-officer employees, external auditor, external accountant or similar authorized representative of any Stagwell Subject EntityCompany and its Subsidiaries, has received or otherwise been made aware of any material complaintdetermined in accordance with GAAP, allegation or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of any Stagwell Subject Entity or their respective internal accounting controls, including any complaint, allegation or claim that any Stagwell Subject Entity engaged in accounting or auditing practices that represent a violation of GAAP or GAASconsistently applied.

Financial Statements; Internal Controls. (a) Stagwell HSBI has previously delivered or made available to MDC complete FBMS copies of HSBI’s (i) audited consolidated financial statements (including the Stagwell Subject Entity related notes and schedules thereto) for the years ended December 31, 2021, 2020 and 2019, accompanied by the unqualified audit reports of W▇▇▇▇▇ LLP, independent registered accountants (collectively, the “Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the three months ended March 31, 2022 (the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The Stagwell Subject Entity Audited Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated in the including any related notes and schedules thereto) are accurate and complete in all material respects and fairly present fairly in all material respects the financial position, condition and the results of operations operations, changes in shareholders’ equity, and cash flows of the Stagwell Subject Entities (excluding, for all purposes, the Reputation Defender Entities) HSBI and its consolidated Subsidiaries as of the respective dates of and for the respective periods shown. (b) Stagwell has delivered referred to MDC complete copies of the Reputation Defender Entity Financial Statements. The Reputation Defender Entity Financial Statements have been prepared in such financial statements, all in accordance with GAAP applied on a consistent basis (except as may be indicated GAAP, consistently applied. The Unaudited Financial Statements are accurate and complete in the notes thereto) all material respects and fairly present fairly in all material respects the financial position, condition and the results of operations of HSBI and cash flows of the Reputation Defender Entities its consolidated Subsidiaries as of the respective dates of and for the respective periods shownreferred 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 Financial Statements have been made available to FBMS prior to the date of this Agreement. (cb) Stagwell has The records, systems, controls, data and 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 means of access thereto and therefrom), except to the extent such records are stored and maintained by third party data processors. HSBI and its Subsidiaries have devised and maintained systems maintain a system of internal accounting controls which it has applied with respect sufficient to the Stagwell Subject Entities which systems are effective in providing provide reasonable assurance (i) assurances regarding the reliability of financial reporting and the preparation of financial statements (including the Stagwell Subject Entity Financial Statements and the Reputation Defender Financial Statements) in accordance with GAAP. HSBI has disclosed based on its most recent evaluations, to its outside auditors and the audit committee of the board of directors of HSBI (i) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect HSBI’s ability to record, process, summarize and report financial data and (ii) that (A) all transactions are executed in accordance with management’s general any known fraud, whether or specific authorizationnot material, (B) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain proper accountability for items, (C) access to its property and assets is permitted only in accordance with management’s general or specific authorization and (D) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differences. There is no significant deficiency or material weakness in the system of internal accounting controls utilized by the Stagwell Subject Entities or, to the knowledge of Stagwell, fraud that involves management of the Stagwell Subject Entities or other employees or independent contractors of the Stagwell Subject Entities who have a significant role in the preparation HSBI’s internal control over financial reporting. (c) Since January 1, 2019, neither HSBI nor any of financial statements its Subsidiaries nor, to HSBI’s Knowledge, any director, officer, employee, auditor, accountant or internal accounting controls utilized by the Stagwell Subject Entities. During the past five (5) years, no director representative of HSBI or officer any of any Stagwell Subject Entityits Subsidiaries has received, or to the knowledge of Stagwell any non-officer employeesotherwise had or obtained Knowledge of, external auditor, external accountant or similar authorized representative of any Stagwell Subject Entity, has received or otherwise been made aware of any material complaint, allegation allegation, assertion or claim, whether written or oral, claim regarding the accounting or auditing practices, procedures, methodologies or methods of HSBI or any Stagwell Subject Entity of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation allegation, assertion or claim that HSBI or any Stagwell Subject Entity of its Subsidiaries has engaged in questionable accounting or auditing practices that represent a violation of GAAP or GAASpractices.

Financial Statements; Internal Controls. (a) Stagwell has delivered to MDC complete copies The audited consolidated balance sheet of DK as of December 31, 2018 (the “DK Balance Sheet Date”) and December 31, 2017 together with the audited consolidated statement of operations, statement of redeemable convertible preferred stock and stockholders’ deficit and statements of cash flows of DK and its Subsidiaries as of the Stagwell Subject Entity DK Balance Sheet Date, together with the auditor’s reports thereon (the “DK Audited Financial Statements”), present fairly, in all material respects, the financial position of DK and its Subsidiaries as of December 31, 2018 and December 31, 2017 and the results of its operations and its cash flows for the years then ended. The Stagwell Subject Entity DK Audited Financial Statements have been were prepared and audited in accordance with GAAP applied on a consistent basis (except as may be indicated accounting principles generally accepted in the notes thereto) and present fairly in all material respects the financial position, results United States of operations and cash flows of the Stagwell Subject Entities America (excluding, for all purposes, the Reputation Defender Entities) as of the dates and for the respective periods shown“U.S. GAAP”). (b) Stagwell has delivered DK and its Subsidiaries have made available to MDC complete copies the parties prior to the date of this Agreement the Reputation Defender Entity 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”). The Reputation Defender Entity Subject to the notes thereto and normal year-end audit adjustments that are not material in amount or effect, the DK Unaudited Financial Statements have been were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated and subject to the standards, principles and practices specified in the notes thereto) DK Audited Financial Statements and in accordance with applicable Law and U.S. GAAP, and present fairly fairly, in all material respects respects, of the financial positionposition of DK and its Subsidiaries as of September 30, 2019 and the results of its operations and its cash flows of for the Reputation Defender Entities nine-month period ended as of the dates and for the respective periods shownSeptember 30, 2019. (c) Stagwell has devised DK and maintained systems its Subsidiaries maintain a system of internal accounting controls which it has applied with respect and procedures that is sufficient to the Stagwell Subject Entities which systems are effective in providing provide reasonable assurance that (i) regarding the reliability of financial reporting and the preparation of financial statements (including the Stagwell Subject Entity Financial Statements and the Reputation Defender Financial Statements) in accordance with GAAP, and (ii) that (A) all transactions are executed in accordance with management’s general or specific authorization, (Bii) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with U.S. GAAP and to maintain proper asset accountability for itemsDK’s assets, (Ciii) access to its property and material assets is permitted only in accordance with management’s general or specific authorization and authorization, (Div) recorded accountability for items the reporting of DK’s assets is compared with actual levels existing assets at reasonable regular intervals and appropriate action is taken (v) accounts, notes and other receivables are recorded accurately and reserves established against them based upon actual prior experience and in accordance with respect to U.S. GAAP, and proper procedures are implemented for the collection thereof on a commercially reasonable basis. During the three (3) financial years ending on the DK Balance Sheet Date, neither DK nor any differences. There is no significant deficiency of its Subsidiaries (including their personnel and independent accountants of DK or material weakness in the system any of internal accounting controls utilized by the Stagwell Subject Entities or, to the knowledge of Stagwell, fraud that involves management of the Stagwell Subject Entities or other employees or independent contractors of the Stagwell Subject Entities its Subsidiaries who have a role participated in the preparation or review of DK’s financial statements or the internal accounting controls utilized by the Stagwell Subject Entities. During the past five (5controls) years, no director has identified or officer of any Stagwell Subject Entity, or to the knowledge of Stagwell any non-officer employees, external auditor, external accountant or similar authorized representative of any Stagwell Subject Entity, has received or otherwise been made aware of any material complaint, allegation or claimfraud, whether written or oralnot material, regarding that involves management of DK or any of its Subsidiaries or any of their personnel involved in financial reporting. 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 or auditing practices, procedures, methodologies or methods requirements and with the rules and regulations of any Stagwell Subject Entity or their respective internal accounting controls, including any complaint, allegation or claim that any Stagwell Subject Entity engaged the SEC and the Securities Act in accounting or auditing practices that represent a violation effect as of GAAP or GAASsuch date.

Financial Statements; Internal Controls. (a) Stagwell FPB has previously delivered or made available to MDC complete FBMS copies of FPB’s (i) audited consolidated financial statements (including the Stagwell Subject Entity related notes and schedules thereto) for the years ended December 31, 2017, 2016 and 2015, accompanied by the unqualified audit reports of Postlethwaite & N▇▇▇▇▇▇▇▇▇▇, independent registered accountants (collectively, the “Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the six months ended June 30, 2018 (the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The Stagwell Subject Entity Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated in the including any related notes and schedules thereto) are accurate and complete in all material respects and fairly present fairly in all material respects the financial position, condition and the results of operations operations, changes in shareholders’ equity, and cash flows of the Stagwell Subject Entities (excluding, for all purposes, the Reputation Defender Entities) FPB and its consolidated Subsidiaries as of the respective dates of and for the respective periods shownreferred to in such financial statements, all in accordance with GAAP, consistently applied, subject, in the case of the Unaudited Financial Statements, 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 FPB) 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 FPB’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of FPB. The audits of FPB have been conducted in accordance with GAAP. Since December 31, 2017, neither FPB 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, 2017. True, correct and complete copies of the Financial Statements are set forth in FPB Disclosure Schedule 3.07(a). (b) Stagwell has delivered to MDC complete copies The records, systems, controls, data and information of FPB 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 Reputation Defender Entity Financial Statementsexclusive ownership and direct control of FPB or its Subsidiaries or accountants (including all means of access thereto and therefrom). The Reputation Defender Entity Financial Statements FPB and its Subsidiaries have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated in the notes thereto) and present fairly in all material respects the financial position, results of operations and cash flows of the Reputation Defender Entities as of the dates and for the respective periods shown. (c) Stagwell has devised and maintained systems maintain a system of internal accounting controls which it has applied with respect sufficient to the Stagwell Subject Entities which systems are effective in providing provide reasonable assurance (i) assurances regarding the reliability of financial reporting and the preparation of financial statements (including the Stagwell Subject Entity Financial Statements and the Reputation Defender Financial Statements) in accordance with GAAP. FPB has disclosed based on its most recent evaluations, to its outside auditors and the audit committee of the board of directors of FPB (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect FPB’s ability to record, process, summarize and report financial data and (ii) that (A) all transactions are executed in accordance with management’s general any fraud, whether or specific authorizationnot material, (B) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain proper accountability for items, (C) access to its property and assets is permitted only in accordance with management’s general or specific authorization and (D) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differences. There is no significant deficiency or material weakness in the system of internal accounting controls utilized by the Stagwell Subject Entities or, to the knowledge of Stagwell, fraud that involves management of the Stagwell Subject Entities or other employees or independent contractors of the Stagwell Subject Entities who have a significant role in the preparation FPB’s internal control over financial reporting. (c) Except as set forth in FPB Disclosure Schedule 3.07, since January 1, 2015, neither FPB nor any of financial statements its Subsidiaries nor, to FPB’s Knowledge, any director, officer, employee, auditor, accountant or internal accounting controls utilized by the Stagwell Subject Entities. During the past five (5) years, no director representative of FPB or officer any of any Stagwell Subject Entityits Subsidiaries has received, or to the knowledge of Stagwell any non-officer employeesotherwise had or obtained Knowledge of, external auditor, external accountant or similar authorized representative of any Stagwell Subject Entity, has received or otherwise been made aware of any material complaint, allegation allegation, assertion or claim, whether written or oral, claim regarding the accounting or auditing practices, procedures, methodologies or methods of FPB or any Stagwell Subject Entity of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation allegation, assertion or claim that FPB or any Stagwell Subject Entity of its Subsidiaries has engaged in questionable accounting or auditing practices that represent a violation of GAAP or GAASpractices.

Financial Statements; Internal Controls. (a) Stagwell has delivered to MDC complete copies The following financial statements are attached as Section 2.3 of the Stagwell Subject Entity Company Disclosure Schedule: (i) the audited consolidated financial statements of the Company and its Subsidiaries as of December 31, 2010 and 2009, including the balance sheet and the related statements of operations, statements 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 (ii) the unaudited financial statements of the Company and its Subsidiaries as of February 28, 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 the Company and its Subsidiaries as of February 28, 2011, the “Reference Balance Sheet”; the date of the Reference Balance Sheet, the “Reference Balance Sheet Date”); (the Audited Financial Statements and the Unaudited Financial Statements, collectively, the “Financial Statements”). The Stagwell Subject Entity Financial Statements have been prepared in accordance with GAAP GAAP, consistently applied on a consistent basis (except as may be indicated except, in the notes theretocase 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 present normal recurring year end adjustments). The Financial Statements fairly present, in all material respects respects, the financial position, position of the Company and its Subsidiaries and the results of operations and changes in cash flows of the Stagwell Subject Entities (excluding, for all purposes, the Reputation Defender Entities) as of the dates and for the respective periods shown. (b) Stagwell has delivered to MDC complete copies of the Reputation Defender Entity Financial Statementsspecified. The Reputation Defender Entity Financial Statements have been prepared in accordance with GAAP applied on a consistent basis the books and records of the Company and its Subsidiaries. The Company and its Subsidiaries have made and kept (except as may be indicated and given Parent access to their) books and records and accounts, in the notes thereto) accordance with applicable Legal Requirements, which accurately and present fairly reflect, in all material respects respects, the financial position, results activities of operations Company and cash flows of the Reputation Defender Entities as of the dates and for the respective periods shownits Subsidiaries. (cb) Stagwell has devised and maintained systems Neither the Company, any Subsidiary of internal accounting controls which it has applied with respect to the Stagwell Subject Entities which systems are effective in providing reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements (including the Stagwell Subject Entity Financial Statements and the Reputation Defender Financial Statements) in accordance with GAAPCompany, and (ii) that (A) all transactions are executed in accordance with management’s general or specific authorization, (B) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain proper accountability for items, (C) access to its property and assets is permitted only in accordance with management’s general or specific authorization and (D) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differences. There is no significant deficiency or material weakness in the system of internal accounting controls utilized by the Stagwell Subject Entities ornor, to the knowledge of Stagwell, fraud that involves management Knowledge of the Stagwell Subject Entities Company, any director, officer, employee, auditor, accountant or other employees or independent contractors representative of the Stagwell Subject Entities who have a role in Company or any Subsidiary of the preparation of financial statements or internal accounting controls utilized by the Stagwell Subject Entities. During the past five (5) years, no director or officer of any Stagwell Subject Entity, or to the knowledge of Stagwell any non-officer employees, external auditor, external accountant or similar authorized representative of any Stagwell Subject EntityCompany, has within the last three (3) years received or has otherwise been made aware had or obtained Knowledge of any material complaint, allegation allegation, assertion or claimclaim (other than discussions among accounting professionals in the ordinary course which were resolved in the ordinary course), whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Stagwell Subject Entity Subsidiary of the Company or their respective internal accounting controlscontrol over financial reporting of the Company and its Subsidiaries, including knowledge of any material complaint, allegation allegation, assertion or claim that the Company or any Stagwell Subject Entity Subsidiary of the Company has engaged in questionable or improper accounting or auditing practices that represent a violation of GAAP or GAASpractices.

Financial Statements; Internal Controls. (a) Stagwell has delivered to MDC 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 Stagwell Subject Entity Financial Statements. The Stagwell Subject Entity 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 theretoto such financial statements); (ii) and present fairly present, in all material respects respects, the consolidated financial position, 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 Stagwell Subject Entities periods covered thereby; and (excludingiii) were prepared from, for all purposesand are in accordance with, the Reputation Defender Entities) 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 dates and for the respective periods shownSkydance Subsidiaries. (b) Stagwell Skydance maintains, and at all times since January 1, 2021 has delivered to MDC complete copies of the Reputation Defender Entity Financial Statements. The Reputation Defender Entity Financial Statements have been prepared in accordance with GAAP applied on maintained, a consistent basis (except as may be indicated in the notes thereto) and present fairly in all material respects the financial position, results of operations and cash flows of the Reputation Defender Entities as of the dates and for the respective periods shown. (c) Stagwell has devised and maintained systems system of internal accounting controls which it over financial reporting that has applied with respect been designed to the Stagwell Subject Entities which systems are effective in providing provide reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements (including the Stagwell Subject Entity Financial Statements and the Reputation Defender 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 (A) all transactions are executed in accordance with management’s general or specific authorization, (B) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain proper accountability for items, (C) access to its property and assets is permitted executed only in accordance with management’s general or specific authorization authorizations of management and directors of Skydance; and (Diii) recorded accountability for items is compared with actual levels at provide reasonable intervals and appropriate action is taken with respect 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 any differences. There is no 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 system design or operation of internal accounting controls control over financial reporting utilized by the Stagwell Subject Entities orSkydance; (B) illegal act or fraud, to the knowledge of Stagwellwhether or not material, fraud that involves the management of the Stagwell Subject Entities or other employees or independent contractors of the Stagwell Subject Entities Skydance who have a significant role in Skydance’s internal controls over financial reporting; or (C) claim or allegation regarding any of the preparation 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 financial statements or internal accounting controls utilized by relating to any transaction or relationship between or among Skydance and any Skydance Subsidiary, on the Stagwell Subject Entities. During the past five (5) yearsone hand, no director and any unconsolidated Affiliate, including any structured finance, special purpose, or officer of any Stagwell Subject 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 the knowledge of Stagwell any non-officer employees, external auditor, external accountant or similar authorized representative of any Stagwell Subject Entity, has received or otherwise been made aware avoid disclosure of any material complainttransaction involving, allegation or claimmaterial liabilities of, whether written Skydance or oral, regarding any Skydance Subsidiary in the accounting or auditing practices, procedures, methodologies or methods of any Stagwell Subject Entity or their respective internal accounting controls, including any complaint, allegation or claim that any Stagwell Subject Entity engaged in accounting or auditing practices that represent a violation of GAAP or GAASSkydance Financial Statements.

Financial Statements; Internal Controls. (a) Stagwell LBC has previously delivered or made available to MDC complete CBAN copies of LBC’s (i) audited consolidated financial statements (including the Stagwell Subject Entity related notes and schedules thereto) for the years ended December 31, 2017, 2016 and 2015, accompanied by the unqualified audit reports of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, independent registered accountants (collectively, the “Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the nine months ended September 30, 2018 (the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The Stagwell Subject Entity Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated in the including any related notes and schedules thereto) are accurate and complete in all material respects and fairly present fairly in all material respects the financial position, condition and the results of operations operations, changes in shareholders’ equity, and cash flows of the Stagwell Subject Entities (excluding, for all purposes, the Reputation Defender Entities) LBC and its consolidated Subsidiaries as of the respective dates of and for the respective periods shownreferred to in such financial statements, all in accordance with GAAP, consistently applied, subject, in the case of the Unaudited Financial Statements, 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 LBC) 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 LBC’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of LBC. The audits of LBC have been conducted in accordance with GAAP. Since December 31, 2017, neither LBC 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, 2017. True, correct and complete copies of the Financial Statements are set forth in LBC Disclosure Schedule 3.07(a). (b) Stagwell has delivered to MDC complete copies The records, systems, controls, data and information of LBC 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 Reputation Defender Entity Financial Statementsexclusive ownership and direct control of LBC or its Subsidiaries or accountants (including all means of access thereto and therefrom). The Reputation Defender Entity Financial Statements LBC and its Subsidiaries have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated in the notes thereto) and present fairly in all material respects the financial position, results of operations and cash flows of the Reputation Defender Entities as of the dates and for the respective periods shown. (c) Stagwell has devised and maintained systems maintain a system of internal accounting controls which it has applied with respect sufficient to the Stagwell Subject Entities which systems are effective in providing provide reasonable assurance (i) assurances regarding the reliability of financial reporting and the preparation of financial statements (including the Stagwell Subject Entity Financial Statements and the Reputation Defender Financial Statements) in accordance with GAAP. LBC has disclosed based on its most recent evaluations, to its outside auditors and the audit committee of the board of directors of LBC (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect LBC’s ability to record, process, summarize and report financial data and (ii) that (A) all transactions are executed in accordance with management’s general any fraud, whether or specific authorizationnot material, (B) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain proper accountability for items, (C) access to its property and assets is permitted only in accordance with management’s general or specific authorization and (D) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differences. There is no significant deficiency or material weakness in the system of internal accounting controls utilized by the Stagwell Subject Entities or, to the knowledge of Stagwell, fraud that involves management of the Stagwell Subject Entities or other employees or independent contractors of the Stagwell Subject Entities who have a significant role in the preparation LBC’s internal control over financial reporting. (c) Except as set forth in LBC Disclosure Schedule 3.07(c), since January 1, 2015, neither LBC nor any of financial statements its Subsidiaries nor, to LBC’s Knowledge, any director, officer, employee, auditor, accountant or internal accounting controls utilized by the Stagwell Subject Entities. During the past five (5) years, no director representative of LBC or officer any of any Stagwell Subject Entityits Subsidiaries has received, or to the knowledge of Stagwell any non-officer employeesotherwise had or obtained Knowledge of, external auditor, external accountant or similar authorized representative of any Stagwell Subject Entity, has received or otherwise been made aware of any material complaint, allegation allegation, assertion or claim, whether written or oral, claim regarding the accounting or auditing practices, procedures, methodologies or methods of LBC or any Stagwell Subject Entity of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation allegation, assertion or claim that LBC or any Stagwell Subject Entity of its Subsidiaries has engaged in questionable accounting or auditing practices that represent a violation of GAAP or GAASpractices.

Financial Statements; Internal Controls. (a) Stagwell has delivered The audited consolidated balance sheets of SBT as of December 31, 2018 (the “SBT Balance Sheet Date”) and December 31, 2017, together with the audited statements of financial position, statements of comprehensive income, statements of changes in shareholders’ equity and statements of cash flows of SBT for each of the years ended December 31, 2018 and December 31, 2017, (collectively, the “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 MDC 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 Stagwell Subject Entity SBT Audited Financial Statements. The Stagwell Subject Entity Financial Statements , and the accompanying independent auditors’ reports, as applicable, have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated made available in the notes thereto) and present fairly in all material respects the financial position, results of operations and cash flows of the Stagwell Subject Entities (excluding, for all purposes, the Reputation Defender Entities) as of the dates and for the respective periods shownSBT Data Room. (b) Stagwell has delivered to MDC complete copies of the Reputation Defender Entity Financial Statements. The Reputation Defender Entity SBT Audited Financial Statements have been prepared 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 GAAP applied on a consistent basis (except as may be indicated in and subject to the notes thereto) standards principles and present fairly in all material respects the financial position, results of operations and cash flows of the Reputation Defender Entities as of the dates and for the respective periods shownpractices specified therein. (c) Stagwell has devised SBT and maintained systems 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”). Subject to notes and normal year-end audit adjustments that are not material in amount or effect, the SBT Unaudited Financial Statements were prepared in accordance with the standards, principles and practices specified in the SBT 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 financial position and state of affairs of SBT and its Subsidiaries as of September 30, 2019; and (ii) the profits and losses and cash flow of SBT and its Subsidiaries for the period ended as of September 30, 2019. (d) SBT and its Subsidiaries maintain a system of internal accounting controls which it has applied with respect and procedures that are sufficient to the Stagwell Subject Entities which systems are effective in providing provide reasonable assurance that (i) regarding the reliability of financial reporting and the preparation of financial statements (including the Stagwell Subject Entity Financial Statements and the Reputation Defender Financial Statements) in accordance with GAAP, and (ii) that (A) all transactions are executed in accordance with management’s general or specific authorization, ; (Bii) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP IFRS and applicable Laws, and to maintain proper accountability for items, asset accountability; (Ciii) access to its property and material assets is permitted only in accordance with management’s general or specific authorization and (Div) accounts, notes and other receivables are recorded accountability for items is compared with actual levels at reasonable intervals accurately. Within the three (3) financial years prior to the SBT Balance Sheet Date, neither SBT nor any of its Subsidiaries (including their personnel and appropriate action is taken with respect to independent accountants who participated in the preparation or review of financial statements or the internal accounting controls employed by SBT or any differences. There is no of its Subsidiaries) has identified or been made aware of (x) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Stagwell Subject Entities orSBT or any of its Subsidiaries, to the knowledge of Stagwell(y) any fraud, fraud whether or not material, that involves management of the Stagwell Subject Entities SBT or other employees any of its Subsidiaries or independent contractors any personnel involved in financial reporting or (z) any written claim or allegation regarding any of the Stagwell Subject Entities who 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. (e) Each of SBT and its Subsidiaries has maintained its accounting records on a proper and consistent basis and they are up-to-date, except where failure does not have a role in the preparation of financial statements or internal accounting controls utilized by the Stagwell Subject Entities. During the past five (5) years, no director or officer of any Stagwell Subject Entity, or to the knowledge of Stagwell any non-officer employees, external auditor, external accountant or similar authorized representative of any Stagwell Subject Entity, has received or otherwise been made aware of any material complaint, allegation or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of any Stagwell Subject Entity or their respective internal accounting controls, including any complaint, allegation or claim that any Stagwell Subject Entity engaged in accounting or auditing practices that represent a violation of GAAP or GAASSBT Material Adverse Effect.

Financial Statements; Internal Controls. (a) Stagwell Foundation Bancorp has previously delivered to MDC PCC true and complete copies of Foundation Bancorp’s consolidated balance sheets as of December 31, 2013, 2014 and 2015, and the Stagwell Subject Entity related consolidated statements of income and comprehensive income, changes in shareholders’ equity, and statements of cash flows for the fiscal years then ended, audited by ▇▇▇▇ ▇▇▇▇▇ LLP, including the footnotes thereto, additional or supplemental information supplied therewith and the report of ▇▇▇▇ ▇▇▇▇▇ LLP prepared in connection therewith. The documents described above, together with the call reports of the Bank for the fiscal quarter ended December 31, 2015 (collectively, the “Foundation Bancorp Financial Statements. The Stagwell Subject Entity Financial Statements ”): (i) 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 (except as may be indicated in during the notes thereto) and present fairly in all material respects the financial position, results of operations and cash flows of the Stagwell Subject Entities (excluding, for all purposes, the Reputation Defender Entities) as of the dates and for the respective periods showninvolved. (b) Stagwell Neither Foundation Bancorp nor any Foundation Bancorp Subsidiary has delivered any liability (whether absolute, accrued, contingent or otherwise and whether due or to MDC complete copies become due), except 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 thereto), (ii) liabilities incurred in the Reputation Defender Entity Financial Statements. The Reputation Defender Entity Financial Statements ordinary course of business consistent with past practice since December 31, 2015 which have been prepared in accordance with GAAP applied on a consistent basis Previously Disclosed, (except as may iii) liabilities that would not be indicated reasonably likely, individually or in the notes theretoaggregate, to have a Material Adverse Effect, or (iv) liabilities in connection with this Agreement and present fairly in all material respects the financial position, results of operations and cash flows of the Reputation Defender Entities as of the dates and for the respective periods showntransactions contemplated hereby. (c) Stagwell has devised The records, systems, controls, data and maintained systems information of internal accounting controls which it has applied with respect to the Stagwell Subject Entities which systems are effective in providing reasonable assurance (i) regarding the reliability each of financial reporting Foundation Bancorp and the preparation of financial statements Foundation Bancorp Subsidiaries are recorded, stored, maintained and operated under means (including the Stagwell Subject Entity Financial Statements and the Reputation Defender Financial Statements) in accordance with GAAPany electronic, and (iimechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Foundation Bancorp (Asubject 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 transactions are executed in accordance with management’s general or specific authorizationmeans of access thereto and therefrom), (B) all transactions are recorded as necessary except for any non-exclusive ownership and non-direct control that would not reasonably be expected to permit the preparation of financial statements in conformity with GAAP and to maintain proper accountability for items, (C) access to its property and assets is permitted only in accordance with management’s general or specific authorization and (D) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differences. There is no significant deficiency or material weakness in have a Material Adverse Effect on the system of internal accounting controls utilized by described in Section 4.3(f) hereof. (d) Since December 31, 2013, (A) neither Foundation Bancorp, nor any of the Stagwell Subject Entities orFoundation Bancorp Subsidiaries nor, to the knowledge of StagwellFoundation Bancorp’s Knowledge, fraud that involves management of the Stagwell Subject Entities or other employees or independent contractors of the Stagwell Subject Entities who have a role in the preparation of financial statements or internal accounting controls utilized by the Stagwell Subject Entities. During the past five (5) yearsany director, no director or officer of any Stagwell Subject Entityofficer, or to the knowledge of Stagwell any non-officer employeesemployee, external auditor, external accountant or similar authorized representative of any Stagwell Subject EntityFoundation Bancorp or the Foundation Bancorp Subsidiaries, has received or otherwise been made aware had or obtained knowledge of any material complaint, allegation allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Foundation Bancorp or any Stagwell Subject Entity Foundation Bancorp Subsidiary or their respective internal accounting or financial reporting controls, including any material complaint, allegation allegation, assertion or claim that Foundation Bancorp or any Stagwell Subject Entity Foundation Bancorp Subsidiary has engaged in questionable accounting or auditing practices that represent 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 (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 connection 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 approval, terms and conditions of those accountants. ▇▇▇▇ ▇▇▇▇▇ 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 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 (i) were true and complete in all material respects (or amended to be so promptly following discovery of any discrepancy), (ii) complied in all material respects with all of the laws, rules and regulations of the applicable 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. (f) Each of Foundation Bancorp and the Foundation Bancorp Subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance: (i) that transactions are executed in accordance with management’s general or specific authorizations, (ii) regarding the reliability of financial reporting and the financial statements, and (iii) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP (or GAASin 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) and to maintain asset accountability. Foundation Bancorp has disclosed, based on its most recent evaluation prior to the date hereof, to its independent auditors and the audit committee of the Foundation Bancorp Board (1) any deficiencies, significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting 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 (2) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls, or controls over financial reporting. (g) 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 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 has an economic or management interest. Section 4.3(g) of the Foundation Bancorp Disclosure Schedule also sets forth a 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 any Foundation Bancorp Subsidiary; and (iv) the amount of any guarantee, line of credit, standby letter of credit or commitment, or any other type of arrangement, that could require Foundation Bancorp or any Foundation Bancorp Subsidiary to fund any obligations under any such transaction.

Financial Statements; Internal Controls. (a) Stagwell has delivered to MDC complete copies of the Stagwell Subject Entity Financial Statements. The Stagwell Subject Entity Tempranillo Audited Financial Statements have been and the Tempranillo Unaudited Financial Statements (i) were prepared in accordance with GAAP applied on a consistent basis during the periods involved and (except as may be indicated in the notes theretoii) and fairly present fairly in all material respects the consolidated financial position, position of Tempranillo and its Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows of the Stagwell Subject Entities (excluding, for all purposes, the Reputation Defender Entities) Tempranillo and its Subsidiaries as of the dates and or for the respective periods shownpresented therein (subject, in the case of the Tempranillo Unaudited Financial Statements, to normal year-end adjustments and the absence of notes). (b) Stagwell Tempranillo maintains, and since January 1, 2018 has delivered to MDC complete copies maintained, a system of the Reputation Defender Entity Financial Statements. The Reputation Defender Entity Financial Statements have been prepared internal control over financial reporting (as defined in accordance with GAAP applied on a consistent basis (except as may be indicated in the notes theretoRules 13a-15(f) and present fairly in all material respects 15d-15(f) under the financial position, results of operations and cash flows of the Reputation Defender Entities as of the dates and for the respective periods shown. (cExchange Act) Stagwell has devised and maintained systems of internal accounting controls which it has applied with respect designed to the Stagwell Subject Entities which systems are effective in providing provide reasonable assurance (i) regarding the reliability of Tempranillo’s financial reporting and the preparation of financial statements (including the Stagwell Subject Entity Tempranillo Financial Statements and the Reputation Defender 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 Tempranillo; (ii) provide reasonable assurance that (A) all transactions are executed in accordance with management’s general or specific authorization, (B) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain proper accountability for items, (C) access to its property that receipts and assets is permitted expenditures are being made only in accordance with management’s general or specific authorization authorizations of management and the Tempranillo Board; and (Diii) recorded accountability for items is compared with actual levels at provide reasonable intervals and appropriate action is taken with respect to any differencesassurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Tempranillo that could have a material effect on the financial statements. There is no significant deficiency or material weakness in Tempranillo’s management has completed an assessment of the effectiveness of Tempranillo’s system of internal accounting controls utilized by over financial reporting in compliance with the Stagwell Subject Entities orrequirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal year ended December 31, 2019, and, except as set forth in the Tempranillo SEC Documents filed prior to the knowledge date of Stagwellthis Agreement, fraud that assessment concluded that those controls were effective and disclosed to Tempranillo’s independent public accounting firm and audit committee of the Tempranillo Board (x) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Tempranillo’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management of the Stagwell Subject Entities or other employees or independent contractors of the Stagwell Subject Entities who have a significant role in the preparation of Tempranillo’s internal control over financial statements or internal reporting. Since December 31, 2019, neither Tempranillo nor, to Tempranillo’s Knowledge, Tempranillo’s independent registered public accounting controls utilized by the Stagwell Subject Entities. During the past five (5) years, no director or officer of any Stagwell Subject Entity, or to the knowledge of Stagwell any non-officer employees, external auditor, external accountant or similar authorized representative of any Stagwell Subject Entityfirm, has received identified or otherwise been made aware of any “significant deficiencies” or “material weaknesses” (as such terms are defined by the Public Company Accounting Oversight Board) in the design or operation of such internal control over financial reporting utilized by Tempranillo that would reasonably be expected to be adverse to Tempranillo’s ability to record, process, summarize and report financial information and any fraud, whether or not material, that involves management or other employees of Tempranillo and its Subsidiaries who have a significant role in Tempranillo’s internal control over financial reporting. (c) Tempranillo’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to provide reasonable assurance that (i) all information (both financial and non-financial) required to be disclosed by Tempranillo in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) all such information is accumulated and communicated to Tempranillo’s management or to other individuals responsible for preparing such reports as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of Tempranillo required under the Exchange Act with respect to such reports. (d) Since January 1, 2018, Tempranillo has not received or otherwise had or obtained Tempranillo’s Knowledge of any material complaint, allegation allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of any Stagwell Subject Entity Tempranillo or their respective its internal accounting controls, including any material complaint, allegation allegation, assertion or claim that any Stagwell Subject Entity Tempranillo has engaged in questionable accounting or auditing practices that represent a violation of GAAP or GAASpractices.

Financial Statements; Internal Controls. (a) Stagwell has delivered to MDC complete copies Attached as Section 2.7 of the Stagwell Subject Entity Company Disclosure Schedule are (i) the audited consolidated balance sheets, statements of income and shareholders’ equity and statements of cash flows of the Company as of and for the fiscal years ended December 31, 2015 and December 31, 2014 and (ii)(1) the unaudited consolidated balance sheet of Company (the “Company Balance Sheet”) as of May 31, 2016 (the “Company Balance Sheet Date”) and (2) the unaudited consolidated statements of income, shareholders’ equity and cash flows for the five-month period ended on the Company Balance Sheet Date, together with the notes to such financial statements (collectively, the “Company Financial Statements”). The Stagwell Subject Entity Company Financial Statements (i) are consistent in all material respects with the books and records of the Company; (ii) have been prepared in accordance with GAAP (except that the unaudited Company Financial Statements do not contain footnotes and are subject to normal year-end adjustments) applied on a consistent basis throughout the periods covered; and (except as may be indicated in the notes theretoiii) and fairly present fairly in all material respects the in accordance with GAAP financial position, results of operations income, shareholders’ equity and cash flows of the Stagwell Subject Entities (excluding, for all purposes, Company and the Reputation Defender Entities) Company Subsidiaries as of the dates indicated therein, subject to normal year-end adjustments and for the respective absence of footnotes in the case of the unaudited Company Financial Statements. The statements of income included in the Company Financial Statements do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business required to be disclosed separately in accordance with GAAP, except as expressly specified in the applicable statement of operations or notes thereto. The books of account of the Company and the Company Subsidiaries accurately reflect the Company’s and the Company Subsidiaries’ items of income and expense and all assets and liabilities and accruals that properly should have been reflected therein in accordance with GAAP consistently applied throughout the periods showncovered thereby except as disclosed in the Company Financial Statements. The Company and the Company Subsidiaries have provided or made available to Parent copies of all material written correspondence with their independent certified accountants since January 1, 2014. (b) Stagwell has delivered to MDC complete copies Each of the Reputation Defender Entity Financial Statements. The Reputation Defender Entity Financial Statements have been prepared in accordance with GAAP applied on Company and the Company Subsidiaries maintains a consistent basis (except as may be indicated in the notes thereto) and present fairly in all material respects the financial position, results of operations and cash flows of the Reputation Defender Entities as of the dates and for the respective periods shown. (c) Stagwell has devised and maintained systems system of internal accounting controls which it has applied with respect to the Stagwell Subject Entities which systems are effective in providing over financial reporting that provides reasonable assurance that (i) regarding records are maintained in reasonable detail and accurately and fairly reflect the reliability transactions and dispositions of financial reporting the assets of the Company and the preparation of financial statements (including the Stagwell Subject Entity Financial Statements and the Reputation Defender Financial Statements) in accordance with GAAPCompany Subsidiaries, and respectively; (ii) that (A) all receipts and expenditures and other transactions are executed in accordance with the authorization of management’s general or specific authorization, ; (Biii) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain proper accountability for itemsthe assets and liabilities of the Company and the Company Subsidiaries, (C) access to its property and assets is permitted only in accordance with management’s general or specific authorization respectively; and (Div) recorded accountability for items there is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differencesprevention or timely detection of the unauthorized acquisition, use, or disposition of assets of the Company or the Company Subsidiaries that would affect the Company’s consolidated financial statements. There is no No significant deficiency or material weakness was identified in the system management’s assessment of internal accounting controls utilized by the Stagwell Subject Entities oras of December 31, to the knowledge of Stagwell2015, fraud that involves management of the Stagwell Subject Entities nor has any such deficiency or other employees or independent contractors of the Stagwell Subject Entities who have a role in the preparation of financial statements or internal accounting controls utilized by the Stagwell Subject Entities. During the past five (5) years, no director or officer of any Stagwell Subject Entity, or to the knowledge of Stagwell any non-officer employees, external auditor, external accountant or similar authorized representative of any Stagwell Subject Entity, has received or otherwise weakness since been made aware of any material complaint, allegation or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of any Stagwell Subject Entity or their respective internal accounting controls, including any complaint, allegation or claim that any Stagwell Subject Entity engaged in accounting or auditing practices that represent a violation of GAAP or GAASidentified.

Financial Statements; Internal Controls. (a) Stagwell has delivered to MDC complete copies Section 4.04 of the Stagwell Subject Entity SafeStitch Disclosure Letter includes a complete copy of SafeStitch’s unaudited balance sheet, income statement and statement of cash flows of SafeStitch as of and for the six month period ended June 30, 2013, and the audited balance sheet, income statement and statement of cash flows of SafeStitch for the years ended December 31, 2011 and December 31, 2012 (collectively, the “SafeStitch Financial Statements”). The Stagwell Subject Entity SafeStitch Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and with each other. The SafeStitch Financial Statements present fairly the financial condition and operating results of SafeStitch and its consolidated Subsidiaries as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments (except as may be indicated none of which, individually or in the notes 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) and present fairly required to be filed or furnished by SafeStitch or any of its Subsidiaries pursuant to the Securities Act or the Exchange Act with the SEC since January 1, 2010 (as such documents have since the time of their filing been amended or supplemented, 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 financial position, results of operations and cash flows requirements of the Stagwell Subject Entities (excludingSecurities Act and the Exchange Act, for all purposesas the case may be, and, to the extent applicable, the Reputation Defender Entities▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”), and (B) as 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 dates and for the respective periods shown. (b) Stagwell has delivered to MDC complete copies of the Reputation Defender Entity Financial Statementscircumstances under which they were made, not misleading. The Reputation Defender Entity SafeStitch Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except complied as may be indicated in the notes thereto) and present fairly to form in all material respects with the financial position, results of operations published rules and cash flows regulations of the Reputation Defender Entities as SEC with respect thereto in effect at the time of filing or furnishing the dates and for the respective periods shownapplicable SafeStitch SEC Report. (ci) Stagwell 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 devised made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and maintained systems 906 of internal accounting controls which it has applied SOX and the rules and regulations of the SEC promulgated thereunder with respect to the Stagwell Subject Entities which systems are effective SafeStitch SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in providing SOX. Since January 1, 2012, neither SafeStitch nor any of its Subsidiaries has arranged any outstanding “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (ii) SafeStitch has designed and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) assurances regarding the reliability of financial reporting reporting. SafeStitch (x) has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the preparation of financial statements (including Exchange Act) to provide reasonable assurance that all information required to be disclosed by SafeStitch in the Stagwell Subject Entity Financial Statements reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the Reputation Defender Financial Statements) time periods specified in accordance with GAAPthe SEC’s rules and forms and is accumulated and communicated to SafeStitch’s management as appropriate to allow timely decisions regarding required disclosure, and (iiy) that has disclosed, based on its most recent evaluation of internal control over financial reporting, to SafeStitch’s outside auditors and the audit committee of the Board of Directors of SafeStitch (A) all transactions significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are executed in accordance with managementreasonably likely to adversely affect SafeStitch’s general or specific authorizationability to record, process, summarize and report financial information and (B) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain proper accountability for itemsany fraud, (C) access to its property and assets is permitted only in accordance with management’s general whether or specific authorization and (D) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differences. There is no significant deficiency or material weakness in the system of internal accounting controls utilized by the Stagwell Subject Entities ornot material, to the knowledge of Stagwell, fraud that involves management of the Stagwell Subject Entities or other employees or independent contractors of the Stagwell Subject Entities who have a significant role in the preparation of SafeStitch’s internal control over financial statements or internal accounting controls utilized by the Stagwell Subject Entitiesreporting. During the past five (5) yearsSince December 31, no director or officer of any Stagwell Subject Entity2009, or to the knowledge of Stagwell any non-officer employees, external auditor, external accountant or similar authorized representative of any Stagwell Subject Entity, has received or otherwise been made aware of any material complaint, allegation or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of change in internal control over financial reporting required to be disclosed in any Stagwell Subject Entity or their respective internal accounting controls, including any complaint, allegation or claim that any Stagwell Subject Entity engaged in accounting or auditing practices that represent a violation of GAAP or GAASSafeStitch SEC Report has been so disclosed.