Disclosure Letter (M&A) Template — Ireland

Dear Greenfield Acquisitions Limited,

This letter constitutes the Disclosure Letter referred to in the Share Purchase Agreement dated 5 June 2026 between us in respect of Riverstone Technologies Limited (CRO 612999) (the "SPA"). Capitalised terms used and not otherwise defined in this Letter shall have the meanings given in the SPA.

This Letter is delivered against the Warranties given by us in the SPA and qualifies those Warranties. Any matter fully and fairly disclosed in this Letter (or in the documents annexed or referenced herein) shall not constitute a breach of any Warranty.

1. GENERAL DISCLOSURES

The following matters are deemed disclosed against all Warranties:

(a) Public records and registers: All information filed at and publicly available from: (a) the Companies Registration Office (CRO) in respect of the Target (annual returns, B5/B10/B73 filings, Beneficial Ownership Register); (b) the Property Registration Authority / Tailte Éireann in respect of any real property held by the Target; (c) the Irish Trade Mark and Patent Registers at the Intellectual Property Office of Ireland; (d) the Revenue Commissioners' published tax defaulters list; (e) the Workplace Relations Commission and Labour Court published decisions; (f) the Courts Service of Ireland online court lists.
(b) Filed accounts: All audited financial statements of the Target filed at the CRO for financial years ending 31 December 2022, 2023 and 2024, together with the management accounts for the period to 30 April 2026 provided to the Buyer in the Data Room (file reference DR-FIN-001 to DR-FIN-024).
(c) Statutory books and registers: The matters disclosed in the Target's statutory books and registers as inspected by the Buyer and its advisors on 14 May 2026 and 28 May 2026 at the Target's registered office, including the Register of Members, Register of Directors and Secretaries, Register of Charges, Beneficial Ownership Register, and minute books for the period 1 January 2020 to date.

2. SPECIFIC WARRANTY-NUMBERED DISCLOSURES

The following matters qualify the Warranties as numbered (matching the relevant clause / schedule reference in the SPA):

1. Clause 5(c) — No-Litigation Warranty — Circuit Court (Dublin) summons issued 18 February 2026 by ABC Suppliers Limited against the Target for €27,500 in respect of disputed trade debt (record number 2026 No. 4523 P.). Defence delivered; matter listed for case management on 15 July 2026.

2. Schedule 3, paragraph 2.4 — Accounts Warranty — Trade debtors in the audited accounts to 31 December 2024 include €18,400 owed by Eastfield Limited which has since entered Members' Voluntary Liquidation (resolution filed 12 February 2026); a full provision has not been booked in the management accounts at 30 April 2026.

3. Schedule 3, paragraph 5.1 — Employment Warranty — WRC complaint filed 5 March 2026 by a former senior developer under the Unfair Dismissals Acts 1977-2015 (WRC ref ADJ-65789). Settled by the Target via WRC mediation on 22 May 2026 — settlement of €4,200 paid; matter concluded with full release. Settlement documented at Data Room file DR-EMP-014.

3. DATA ROOM INCORPORATION

Data Room: Datasite Diligence (https://datasite.com) — Project Riverstone — Project Code DSR-2026-0412. The contents of the Data Room as at 23:59 (Irish time) on the date of this Letter are incorporated into this Letter by reference. The full index of Data Room files is annexed to this Letter as Annex 1. Each file is identified by file name, version date and uploader.

4. FAIR DISCLOSURE STANDARD

A matter is "fairly disclosed" in this Letter only if it is disclosed in sufficient detail that a reasonable Buyer, acting through its solicitors and accountants, can identify the nature and scope of the matter. Disclosure of one warranty does NOT constitute disclosure of any other warranty. A general reference to the Data Room or a category of documents is NOT fair disclosure of specific matters within those documents unless a specific pointer to the document, page or file reference is given. The Seller has not used general or inadvertent disclosure to obscure specific material matters.

No inadvertent disclosure: Disclosure of any matter in this Letter is not, and shall not be construed as, an admission by the Seller of any liability to any third party, nor as an admission that the matter is material. Where a matter has been inadvertently included in the Data Room or any annex without being expressly identified in this Letter, that inadvertent inclusion shall not by itself constitute fair disclosure of the matter for the purposes of qualifying any Warranty.

Data Room pointer standard: A Data Room document is "fairly disclosed" only if (a) it is identified by file name and version date in this Letter, or (b) it is identified by file name and version date in the Data Room index annexed at Annex 1. Reference to a folder, sub-folder or category alone is not sufficient — pointer to the specific file is required.

5. PRE-COMPLETION BRING-DOWN PROTOCOL

We shall deliver an updated Disclosure Letter (the "Bring-Down Letter") not later than Not less than 5 Working Days before Completion before Completion, setting out any matters arising after the date of this Letter that would have been required to be disclosed if the Warranties had been given at the date of the Bring-Down Letter.

New matters disclosed in the Bring-Down Letter shall qualify the Warranties at Completion only if (a) they relate to events occurring after the date of this Letter, and (b) they do not constitute a Material Adverse Change. New matters that constitute a Material Adverse Change entitle the Buyer either to walk away without liability or to negotiate a price adjustment, at the Buyer's sole election.

6. TAX DISCLOSURE SCHEDULE

The following tax matters qualify the Tax Warranty and the Tax Indemnity in the SPA:

(a) Open Revenue audits / enquiries: Revenue Aspect Query received 12 March 2026 in respect of corporation tax return for accounting period ending 31 December 2024 (Revenue ref CR/2026/8847) — response submitted 25 April 2026, awaiting Revenue determination. No other audits open.
(b) Voluntary disclosures (last 7 years): Qualifying Disclosure of unreported VAT on cross-border services made under section 1077E TCA 1997 in November 2022 — settlement of €18,500 paid in full; no further action.
(c) Pillar Two / global minimum tax: The Target is below the €750m consolidated revenue threshold for the Pillar Two Income Inclusion Rule (Finance (No. 2) Act 2023 introducing Part 4A TCA 1997) and is therefore out of scope. The Target has not received a parent-level top-up tax allocation from any group entity.

7. MATERIAL LITIGATION SCHEDULE

The following matters qualify the No-Litigation Warranty in the SPA:

(a) Court / Tribunal pending claims: Circuit Court (Dublin) summons issued 18 February 2026 by ABC Suppliers Limited against the Target for €27,500 in respect of disputed trade debt (record number 2026 No. 4523 P.). Defence delivered; matter listed for case management on 15 July 2026. The Target has been advised that the defence has reasonable prospects of success.
(b) WRC / Labour Court / Tribunal claims: WRC complaint filed 5 March 2026 by a former senior developer under the Unfair Dismissals Acts 1977-2015 (WRC ref ADJ-65789). Settled by the Target via WRC mediation on 22 May 2026 — settlement of €4,200 paid; matter concluded with full release.

8. MATERIAL CONTRACTS DISCLOSURE

The following matters qualify the Contracts Warranty in the SPA:

(a) Change-of-control triggers: The lease of the operating premises at 14-16 Lower Mount Street, Dublin 2 contains a Landlord-consent clause triggered on a change of control of the Tenant (Landlord and Tenant (Amendment) Act 1980 s.66). Landlord consent has been requested and is expected to issue before Completion (currently with Landlord's solicitors). The Pillar Bank facility (€350,000 RCF) contains a 51%-or-more change-of-control prepayment clause; the bank has confirmed it will waive on receipt of the new Borrower covenants.
(b) Key supplier / customer dependencies: Customer Alpha Limited represents 27% of FY24 revenue. The supply contract (dated 1 March 2024) runs to 28 February 2027 and contains no change-of-control termination, but does include a 3-month notice termination right exercisable from January 2027.

Supplier Cuinneog Bakery represents 41% of cost-of-sales (FY24). The supply contract (dated 1 March 2024) is the sole source for the artisan bread range; alternative supply would require recipe re-formulation.

ANNEXES

Annex 1 — Data Room file index (147 files)
Annex 2 — Filed CRO returns (2022, 2023, 2024)
Annex 3 — Audited Accounts (2022, 2023, 2024)
Annex 4 — Statutory book inspection log (14 May 2026, 28 May 2026)
Annex 5 — Schedule of material contracts
Annex 6 — Schedule of employee terms
Annex 7 — Schedule of IP registrations

This Letter, the documents annexed and the contents of the Data Room together constitute the entirety of our disclosures against the Warranties. We confirm that this Letter has been signed by the authorised signatory and binds us in accordance with its terms.

Yours faithfully,

for and on behalf of O'Brien Holdings Limited

DISCLOSURE LETTER — STOBART V TINKLER STANDARD