Financial Statements. As soon as available and in any event within ten (10) Business Days after the end of each month prior to the Closing Date, ​ shall deliver to the Bank such of its balance sheets and statements of operations with respect to ​ as are internally prepared by it in the Ordinary Course of Business.

Financial Statements. The Rights Agreement is hereby amended such that number “150” as it appears in Section 4.2(a) thereof is hereby deleted and replaced with the number “180,” and such that the number “45” as it appears in Section 4.2(b) thereof is hereby deleted and replaced with the number “60.”

Deliver to the Administrative Agent, which in turn will make them available to the ​, in form and detail satisfactory to the Administrative Agent and the Required ​:

Financial Statements. Borrowers' most recent unaudited financial statements as of and at September 30, 2023, which have been furnished to the Bank have been prepared in conformity with sound accounting principles, consistently applied, show all material liabilities, direct and contingent, and fairly present the financial condition of Borrowers as of the date of such statements and the results of their operations for the period then ended, and since the date of such statements there has been no Material Adverse Change in the business, financial condition or operations of Borrowers.

Financial Statements. The financial statements most recently delivered to the Administrative Agent and the ​ by the Borrower pursuant to Section 4.01(d) or Section 5.01 present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP applied on a consistent basis, subject to, in the case of interim statements, year-end audit adjustments and the absence of footnotes.

Financial Statements. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:

Financial Statements. The ​ shall have received the audited financial statements for the Borrower and its consolidated Subsidiaries for the fiscal year ended December 31, 2021 and unaudited financial statements for the Borrower and its consolidated Subsidiaries for the fiscal quarters ended March 31, 2022, June 30, 2022 and September 30, 2022. The Administrative Agent and ​ acknowledge having received the financial statements referred to above.

The financial statements and supporting schedules included in the Company’s periodic filings filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 10-K for the years ended September 30, 2016 and 2015 are complete and correct in all material respects and present fairly in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates specified (subject to normal year-end audit adjustments in the case of unaudited interim financial statements) and the consolidated results of their operations for the periods specified (subject to normal year-end audit adjustments in the case of unaudited interim financial statements); such financial statements, including the related schedules and notes thereto, were prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) on a consistent basis during the periods involved, except as indicated therein or in the notes thereto. None of the Company nor any of the Subsidiaries has any material liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due) known to the Company, other than: # liabilities disclosed in any report filed by the Company under the Exchange Act including Form 10-K, Forms 10-Q and Forms 8-K filed prior to the date of this Agreement (collectively, the “Exchange Act Reports”), # liabilities which have arisen after the date of the last Exchange Act Report in the ordinary course of business, # liabilities set forth on [Schedule 3.7], and # liabilities which would not have, in aggregate, a Material Adverse Effect.

Financial Condition; Financial Statements. The consolidated financial statements and schedules, if any, of Holdings and its Subsidiaries, and the related notes thereto, included or incorporated by reference in the Preliminary Offering Memorandum present fairly in all material respects the financial position of Holdings and the Borrower as of the respective dates of such financial statements and schedules, and the results of operations and cash flows of Holdings and its Subsidiaries for the respective periods covered thereby; such statements, schedules and related notes have been prepared in accordance with generally accepted accounting principles in the United States applied on a consistent basis as certified by the independent public accountants named therein; no other consolidated financial statements or schedules, if any, of Holdings and its Subsidiaries are required to be included or incorporated by reference in the Preliminary Offering Memorandum; and the summary historical financial data included in the Preliminary Offering Memorandum under the caption “Summary—Summary Financial Data—Summary Historical and Pro Forma Financial Data of SunOpta” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” present fairly in all material respects the information set forth therein.

Annual Financial Statements. As soon as available, but in any event within ninety (90) days after the end of each fiscal year of the Borrower (commencing with the fiscal year ended December 31, 2018), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report of an independent certified public accountant of nationally recognized standing, which report shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.