Common use of Basis of Presentation Clause in Contracts

Basis of Presentation. The acquisition of SynGen was accounted for in accordance with the acquisition method of accounting for business combinations with Cesca as the accounting acquirer. The unaudited pro forma condensed combined financial statements were based on the historical financial statements of Cesca and SynGen after giving effect to the cash payment and the stock issued by ThermoGenesis to consummate the acquisition, as well as certain reclassifications, pro forma adjustments and adjustments to remove certain excluded assets and liabilities of SynGen which Cesca did not acquire under the Asset Acquisition Agreement. SynGen’s historical statements represent the unaudited financial statements for the six month period ended December 31, 2016 and the six month period ended June 30, 2017. In accordance with the acquisition method of accounting for business combinations, the assets acquired were recorded as of the completion of the Transaction, at their respective estimated preliminary fair values, and added to those of Cesca. The excess purchase consideration over the fair values of assets acquired was recorded as goodwill. The accounting standards define the term “fair value” as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurements date.” Market participants are assumed to be buyers and sellers in the principal (or most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result, Cesca may be required to value assets at fair value measures that do not reflect Cesca’s intended use of those assets. Many of these fair value measurements can be highly subjective and it is also possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. The accompanying unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not reflect the costs of any integration activities or benefits that may result from realization of operating synergies expected to result from the acquisition. The unaudited pro forma condensed combined balance sheet is presented as if the Transaction had occurred on June 30, 2017. The unaudited pro forma condensed combined statement of operations for the fiscal year ended June 30, 2017 is presented as if the Transaction had occurred on July 1, 2016.

Basis of Presentation. The unaudited pro forma condensed combined balance sheet as of December 31, 2014 and the unaudited pro forma condensed combined statements of operations for the three months ended December 31, 2014 and for the twelve months ended and the year ended September 30, 2014 are based on the historical financial statements of Good Times Restaurants Inc. and Bad Daddy’s International, LLC, after giving effect to our acquisition of SynGen was accounted for Bad Daddy’s International, LLC and after applying the assumptions, reclassifications and adjustments described in accordance the accompanying notes to the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial statements should be read in conjunction with the historical consolidated financial statements of Good Times Restaurants Inc. included in its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, and the audited financial statements of Bad Daddy’s International, LLC, included herein. The unaudited pro forma condensed combined financial statements have been presented for informational purposes only. The unaudited pro forma condensed combined financial statements are not intended to represent or be indicative of what the combined company’s results of operations or financial position that would have reported had the acquisition method been completed as of accounting for business combinations with Cesca the dates presented, and should not be taken as a representation of the accounting acquirercombined company’s future consolidated results of operations or financial position. The unaudited pro forma condensed combined financial statements were based on the historical financial statements of Cesca and SynGen after giving effect to the cash payment and the stock issued by ThermoGenesis to consummate the acquisition, as well as certain reclassifications, pro forma adjustments and adjustments to remove certain excluded assets and liabilities of SynGen which Cesca did not acquire under the Asset Acquisition Agreement. SynGen’s historical statements represent the unaudited financial statements for the six month period ended December 31, 2016 and the six month period ended June 30, 2017. In accordance with prepared using the acquisition method of accounting for business combinationsaccounting. As such, the identifiable assets acquired were recorded and liabilities assumed are recognized at fair value as of the completion acquisition date. Goodwill as of the Transaction, at their respective estimated preliminary fair values, acquisition date is measured as the excess of consideration transferred and added to those the net amounts of Cescathe identifiable assets acquired and the liabilities assumed. The excess purchase consideration over the fair values of assets acquired was recorded as goodwill. The accounting standards define the term “fair value” as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurements date.” Market participants are assumed to be buyers and sellers in the principal (or most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result, Cesca may be required to value assets at fair value measures that do not reflect Cesca’s intended use of those assets. Many of these fair value measurements can be highly subjective and it is also possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. The accompanying unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not reflect any adjustments for restructuring activities or expected operating efficiencies or cost savings that may be achieved with respect to the combined companies or the costs of any integration activities or benefits that may result from realization of necessary to achieve such restructuring activities, cost savings and operating synergies expected to result from the acquisition. The unaudited pro forma condensed combined balance sheet is presented as if the Transaction had occurred on June 30, 2017. The unaudited pro forma condensed combined statement of operations for the fiscal year ended June 30, 2017 is presented as if the Transaction had occurred on July 1, 2016synergies.

Basis of Presentation. The acquisition accompanying unaudited pro forma condensed combined financial statements were prepared based on the historical financial statements of SynGen was Xxxxxxxx and the historical carve-out financial statements of Merom Station. The Merom Plant Acquisition has been accounted for as an asset acquisition in accordance with ASC 805. The fair value of the consideration and allocation of that amount to the underlying assets acquired, on a relative fair value basis, will be recorded on Hallador’s books as of the date of the closing of the Merom Plant Acquisition. Additionally, costs directly related to the Merom Plant Acquisition are capitalized as a component of the purchase price. Presented in the unaudited pro forma condensed combined financial statements is the impact of the Merom Plant Acquisition. Certain transaction accounting adjustments have been made in order to show the effects of the acquisition method in the unaudited pro forma condensed combined financial statements. The accounting adjustments related to the Merom Plant Acquisition are preliminary and based on estimates of the purchase consideration and estimates of fair value and useful lives of the assets acquired and liabilities assumed. The final allocation will be determined when Hallador has obtained and verified all required data necessary to perform the detailed valuations and calculations to reflect the final relative fair value at the acquisition date. The final allocation is expected to be completed when Hallador files its report on Form 10-K for the year ended December 31, 2022. The final allocation could differ materially from the preliminary allocation used in the transaction accounting for business combinations with Cesca as adjustments due to (1) changes in the accounting acquirerfair value of the Merom Plant; (2) changes in the fair value of contract assets and contract liabilities; or (3) other changes to assets or liabilities. The unaudited pro forma condensed combined financial statements were based on and related notes are presented for illustrative purposes only. If the historical financial statements of Cesca Merom Plant Acquisition and SynGen after giving effect to other transactions contemplated herein had occurred in the cash payment and past, the stock issued by ThermoGenesis to consummate Company’s operating results might have been materially different from those presented in the acquisition, as well as certain reclassifications, unaudited pro forma adjustments and adjustments to remove certain excluded assets and liabilities of SynGen which Cesca did not acquire under the Asset Acquisition Agreement. SynGen’s historical statements represent the unaudited condensed combined financial statements for the six month period ended December 31, 2016 and the six month period ended June 30, 2017. In accordance with the acquisition method of accounting for business combinations, the assets acquired were recorded as of the completion of the Transaction, at their respective estimated preliminary fair values, and added to those of Cescastatements. The excess purchase consideration over the fair values of assets acquired was recorded as goodwill. The accounting standards define the term “fair value” as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurements date.” Market participants are assumed to be buyers and sellers in the principal (or most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result, Cesca may be required to value assets at fair value measures that do not reflect Cesca’s intended use of those assets. Many of these fair value measurements can be highly subjective and it is also possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. The accompanying unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do should not reflect the costs of any integration activities or benefits that may result from realization be relied upon as an indication of operating synergies expected to result results that the Company would have achieved if the Merom Plant Acquisition and other transactions contemplated herein had taken place on the specified date. In addition, future results may vary significantly from the acquisitionresults reflected in the unaudited pro forma condensed combined financial statement of operations and should not be relied upon as an indication of the future results the Company will have after the contemplation of the Merom Plant Acquisition and the other transactions contemplated by these unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined balance sheet financial information does not reflect the benefits of potential cost savings or the costs that may be necessary to achieve such savings, opportunities to increase revenue generation or other factors that may result from the Merom Plant Acquisition and, accordingly, does not attempt to predict or suggest future results. In addition, Xxxxxxxx did not included a transaction accounting adjustment for ASC 842, Leases, for the Merom Plant as the adoption of this standard is presented not expected to be material. In Hallador’s opinion, all adjustments that are necessary to present fairly the unaudited pro forma condensed combined financial information have been made. The Unaudited Pro Forma Condensed Combined Statements of Operations for the Six Months Ended June 30, 2022 and the Year Ended December 31, 2021 were prepared assuming the Merom Plant Acquisition occurred on January 1, 2021. The Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2022 was prepared as if the Transaction Merom Plant Acquisition had occurred on June 30, 20172022. The unaudited pro forma condensed combined statement Table of operations for the fiscal year ended June 30, 2017 is presented as if the Transaction had occurred on July 1, 2016.Contents

Basis of Presentation. The acquisition unaudited pro forma condensed combined financial information has been prepared based upon historical financial information of SynGen was accounted for Merger Sub and Domtar, giving effect to the Merger and related financing transactions and other related adjustments described in accordance with these footnotes. This unaudited pro forma condensed combined financial information is not necessarily indicative of the acquisition method results of accounting for business combinations with Cesca as operations that would have been achieved had the accounting acquirerMerger actually taken place at the dates indicated and does not purport to be indicative of future financial position or operating results. The unaudited pro forma condensed combined financial statements were based on information should be read in conjunction with the historical financial statements of Cesca and SynGen after giving effect to the cash payment Domtar and the stock issued by ThermoGenesis to consummate notes thereto, included in the acquisition, as well as certain reclassifications, pro forma adjustments and adjustments to remove certain excluded assets and liabilities of SynGen which Cesca did not acquire under the Asset Acquisition Agreement. SynGen’s historical statements represent the unaudited financial statements Domtar Corporation Annual Report on Form 10-K for the six month period fiscal year ended December 31, 2016 2020 and Quarterly report on Form 10-Q for the six month period ended June September 30, 2017. In 2021, as filed with the Securities and Exchange Commissionn.. All amounts shown in this section are in U.S. dollars and all historical amounts are also in accordance with the acquisition method of accounting for business combinations, the assets acquired were recorded as of the completion of the Transaction, at their respective estimated preliminary fair values, and added to those of Cesca. The excess purchase consideration over the fair values of assets acquired was recorded as goodwill. The accounting standards define the term “fair value” as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurements date.” Market participants are assumed to be buyers and sellers in the principal (or most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result, Cesca may be required to value assets at fair value measures that do not reflect Cesca’s intended use of those assets. Many of these fair value measurements can be highly subjective and it is also possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. The accompanying unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not reflect the costs of any integration activities or benefits that may result from realization of operating synergies expected to result from the acquisitionU.S. GAAP. The unaudited pro forma condensed combined balance sheet financial information has been compiled in a manner consistent with the accounting policies adopted by the Parent. The Merger has been accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations. Parent’s management has determined that Merger Sub is the “acquirer” for financial accounting purposes. The resulting goodwill and other intangible assets are accounted for under FASB ASC 350 “Intangibles – Goodwill and other”. The total purchase price is allocated to the assets acquired and liabilities assumed based on management’s preliminary estimates of their fair value as at September 30, 2021. Changes are expected as valuations of certain tangible and intangible assets and liabilities are finalized. As a result, actual fair values of assets acquired and liabilities assumed, the goodwill generated as well as related operating results, including actual depreciation and amortization expense, could differ materially from those reflected in the unaudited pro forma condensed combined financial information included herein. If the fair value of the acquired assets is higher than the preliminary values above, it may result in higher amortization and depreciation expense than is presented as if the Transaction had occurred on June 30, 2017in these unaudited pro forma condensed combined statement of operations. The unaudited pro forma condensed combined statement of operations for earnings does not reflect operational and administrative cost savings or synergies as a result of the fiscal year ended June 30, 2017 is presented Merger as if the Transaction had occurred on July 1, 2016none are anticipated at this time.

Basis of Presentation. The acquisition Unaudited Condensed Pro Forma Combined Consolidated Balance Sheet and explanatory notes as of SynGen was accounted for in accordance with December 31, 2017 combine the historical Consolidated Balance Sheet of TriCo and the historical Consolidated Balance Sheet of FNBB as of such date (i) on an actual historical basis and (ii) assuming the completion of the merger at such date, using the acquisition method of accounting for business combinations with Cesca as and giving effect to the accounting acquirerrelated pro forma adjustments described in the accompanying Notes to the Unaudited Condensed Pro Forma Combined Consolidated Financial Statements. The Unaudited Condensed Pro Forma Combined Consolidated Statements of Operations and explanatory notes for the year ended December 31, 2017 combine the historical Consolidated Statements of Income of TriCo and the historical Consolidated Statements of Earnings of FNBB for such respective periods giving effect to the merger as if the merger had become effective at the beginning of such year, using the acquisition method of accounting and giving effect to the pro forma adjustments described in the accompanying Notes to the Unaudited Condensed Pro Forma Combined Consolidated Financial Statements. Under the acquisition method of accounting, the assets and liabilities of FNBB will be recorded at the respective fair values on the merger date, including adjustments for credit quality, and no allowance for credit losses is carried over to TriCo’s balance sheet. The fair value on the merger date represents management’s best estimates based on available information and facts and circumstances in existence on the merger date. Although the purchase price is indicative of the actual purchase price, the pro forma adjustments reflected in the unaudited pro forma condensed combined financial statements were based on information is subject to change and may vary from the historical financial statements actual purchase price allocation that will be recorded when the accounting for the merger is completed. Adjustments may include, but not be limited to, changes in (i) FNBB’s balance sheet through the effective time of Cesca the merger; (ii) total merger related expenses if consummation and/or implementation costs vary from currently estimated amounts; and SynGen after giving effect to (iii) the cash payment and the stock issued by ThermoGenesis to consummate the acquisition, as well as certain reclassifications, pro forma adjustments and adjustments to remove certain excluded underlying values of assets and liabilities if market conditions differ from current assumptions. The accounting policies of SynGen which Cesca did both TriCo and FNBB are in the process of being reviewed in detail. Upon completion of such review, conforming adjustments or financial statement reclassification may be determined. In addition, certain anticipated nonrecurring costs associated with the merger such as professional fees, legal fees and conversion-related expenditures are not acquire under reflected in the Asset Acquisition Agreementpro forma statements of operations. SynGen’s historical statements represent While the unaudited financial statements recording of the acquired loans at their fair value will impact the prospective determination of the provision for credit losses and the allowance for credit losses, for purposes of the Unaudited Condensed Pro Forma Combined Consolidated Statements of Operations for the six month period year ended December 31, 2016 and 2017, TriCo assumed no adjustments to the six month period ended June 30historical amounts of FNBB’s provisions for credit losses. If such adjustments were estimated, 2017there could be an increase or a reduction to the historical amounts of FNBB’s provisions for credit losses presented. In accordance with the acquisition method of accounting for business combinationsaddition, the assets acquired were recorded as fair value of the completion loan portfolio is not necessarily reflective of the Transactionallowance for loan losses calculated under the probable incurred loss model, at their respective estimated preliminary fair values, and added to those of Cesca. The excess purchase consideration over as the fair values of assets acquired was recorded as goodwill. The accounting standards define the term “fair value” as “the price that would be received to sell value also takes into account an asset or paid to transfer a liability in an orderly transaction between market participants at the measurements dateinterest and liquidity component.” Market participants are assumed to be buyers and sellers in the principal (or most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result, Cesca may be required to value assets at fair value measures that do not reflect Cesca’s intended use of those assets. Many of these fair value measurements can be highly subjective and it is also possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. The accompanying unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not reflect the costs of any integration activities or benefits that may result from realization of operating synergies expected to result from the acquisition. The unaudited pro forma condensed combined balance sheet is presented as if the Transaction had occurred on June 30, 2017. The unaudited pro forma condensed combined statement of operations for the fiscal year ended June 30, 2017 is presented as if the Transaction had occurred on July 1, 2016.

Basis of Presentation. The acquisition of SynGen was accounted for in accordance with the acquisition method of accounting for business combinations with Cesca as the accounting acquirer. The unaudited pro forma condensed combined financial statements were based on prepared in accordance with Article 11 of SEC Regulation S-X as amended by the historical financial statements of Cesca final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and SynGen after giving effect to Disposed Businesses.” Release No. 33-10786 replaces the cash payment and the stock issued by ThermoGenesis to consummate the acquisition, as well as certain reclassifications, existing pro forma adjustments and adjustments adjustment criteria with simplified requirements to remove certain excluded assets and liabilities of SynGen which Cesca did not acquire under depict the Asset Acquisition Agreement. SynGen’s historical statements represent the unaudited financial statements accounting for the six month period ended December 31, 2016 transaction (“Transaction Accounting Adjustments”) and present the six month period ended June 30, 2017reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). In accordance with the acquisition method of accounting for business combinations, the assets acquired were recorded as of the completion of the Transaction, at their respective estimated preliminary fair values, XxxXxxx has elected not to present Management’s Adjustments and added to those of Cesca. The excess purchase consideration over the fair values of assets acquired was recorded as goodwill. The accounting standards define the term “fair value” as “the price that would will only be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurements date.” Market participants are assumed to be buyers and sellers presenting Transaction Accounting Adjustments in the principal (or most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result, Cesca may be required to value assets at fair value measures that do not reflect Cesca’s intended use of those assets. Many of these fair value measurements can be highly subjective and it is also possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. The accompanying unaudited pro forma condensed combined financial statements are information. The Transaction Accounting Adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for illustrative purposes only an understanding of the combined company upon consummation of the merger and do not reflect the costs of any integration activities or benefits that may result from realization of operating synergies expected to result from the acquisitionPIPE Investment. The unaudited pro forma condensed combined balance sheet is presented as of December31, 2020 gives effect to the merger and the PIPE Investment as if the Transaction had they occurred on June 30December 31, 20172020. The unaudited pro forma condensed combined statement of operations for the fiscal year ended June 30December 31, 2017 is presented 2020 gives effect to the merger and the PIPE Investment as if the Transaction had they occurred on July January 1, 20162020. Management has made significant estimates and assumptions in its determination of the pro forma Transaction Accounting Adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these estimates, the final amounts recorded may differ materially from the information presented. The pro forma Transaction Accounting Adjustments reflecting the consummation of the merger and the PIPE Investment are based on certain currently available information and certain assumptions and methodologies that FinServ believes are reasonable under the circumstances. The pro forma Transaction Accounting Adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma Transaction Accounting Adjustments, and it is possible the difference may be material. The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the merger. FinServ and Katapult have not had any historical relationship prior to the merger. Accordingly, no pro forma Transaction Accounting Adjustments were required to eliminate activities between the companies. Amounts are presented in thousands, except for share and per share amounts or as otherwise specified. The unaudited pro forma condensed combined financial information considers two redemption scenarios as follows: • Assuming no redemptions: This scenario assumes that no FinServ public stockholders exercise their redemption rights demanding redemption of their shares of Class A Common Stock for a pro rata portion of the funds in the Trust Account, and thus the full amount held in the Trust Account as of closing is available for the merger; and • Assuming maximum redemptions: This scenario assumes that FinServ public stockholders holding 17,537,289 shares of Class A Common Stock will exercise their redemption rights demanding redemption of their Class A Common Stock for a pro rata portion (approximately $10.05 per share) of the funds in the Trust Account. Under the merger agreement, it is a condition to Katapult’s obligations to close that after giving effect to any redemptions and the PIPE Investment, FinServ has at least $225 million in available distributable cash. This scenario gives effect to redemptions of 17,537,289 share of Class A Common Stock for aggregate redemption payments of $176.2 million using a per-share redemption price of $10.05 (due to investment related gains in the Trust Account). Any payments to FinServ public stockholders for redemptions would have a corresponding decrease on the Cash Consideration paid to the sellers in connection with the merger such that the cash outflows under either redemption scenario are the same. Additionally, any redemptions of shares of Class A Common Stock would have a correlated, but not direct, increase in the Stock Consideration paid to the sellers in connection with the merger. The difference in the relationship between shares redeemed and Stock Consideration issued is a result of the per-share redemption price being $10.05 (due to investment-related gains in the Trust Account) compared to the $10.00 per share assumed in determining the Share Consideration per the merger agreement. Under either scenario, the unaudited pro forma condensed combined financial information would be the same, and as such, the two scenarios have not been presented separately. The unaudited pro forma condensed combined financial information and related notes have been derived from and should be read in conjunction with: • the audited historical financial statements of XxxXxxx as of and for the year ended December31, 2020, and the related notes thereto, included elsewhere in this proxy statement/prospectus; • the audited historical consolidated financial statements of Katapult as of and for the year ended December 31, 2020, and the related notes thereto, included elsewhere in this proxy statement/prospectus; and • the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of FinServ,” “Management’s Discussion and Analysis of Financial Condition and Results of Operation of Katapult,” and other financial information relating to XxxXxxx and Katapult included elsewhere in this proxy statement/prospectus. The unaudited pro forma condensed combined financial information is for illustrative purposes only and is not necessarily indicative of what the actual results of operations and financial position would have been had the merger and PIPE Investment taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the combined company.

Basis of Presentation. The acquisition of SynGen was accounted for in accordance with the acquisition method of accounting for business combinations with Cesca as the accounting acquirer. The unaudited pro forma condensed combined financial statements were based on the historical financial statements of Cesca and SynGen after giving effect to the cash payment and the stock issued by ThermoGenesis to consummate the acquisition, as well as certain reclassifications, pro forma adjustments and adjustments to remove certain excluded assets and liabilities of SynGen which Cesca did not acquire under the Asset Acquisition Agreement. SynGen’s historical statements represent the unaudited financial statements for the six month period ended December 31, 2016 and the six month period ended June 30, 2017. In accordance with the acquisition method of accounting for business combinations, the assets acquired were recorded as of the completion of the Transaction, at their respective estimated preliminary fair values, and added to those of Cesca. The excess purchase consideration over the fair values of assets acquired was recorded as goodwill. The accounting standards define the term “fair value” as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurements date.” Market participants are assumed to be buyers and sellers in the principal (or most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result, Cesca may be required to value assets at fair value measures that do not reflect Cesca’s intended use of those assets. Many of these fair value measurements can be highly subjective and it is also possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. The accompanying unaudited pro forma condensed combined financial statements were prepared based on the historical consolidated financial statements of Vital, Maple, Hxxxx, Tall City, Forge and Driftwood. The Forge Acquisition and Driftwood Acquisition have been accounted for as an asset acquisition in accordance with ASC 805. The Maple Acquisition, Hxxxx Acquisition and Tall City Acquisition have been assumed to be asset acquisitions in accordance with ASC 805 for purposes of these unaudited pro forma condensed combined financial statements. The fair value of the consideration paid by Vital for the Acquisitions and allocation of that amount to the underlying assets acquired were allocated on a relative fair value basis. Additionally, costs directly related to the Acquisitions are presented assumed to be capitalized as a component of the purchase price. Certain of the historical amounts for illustrative purposes only the Acquisitions have been reclassified to conform to the financial statement presentation of Vital. Additionally, adjustments have been made to the historical financial information of Maple, Hxxxx, Tall City, Forge and do not reflect Driftwood to remove certain assets and liabilities retained by the costs sellers in each separate transaction. The Unaudited Pro Forma Condensed Combined Balance Sheet as of any integration activities or benefits that may result from realization June 30, 2023 gives effect to the Maple Acquisition, Hxxxx Acquisition and Tall City Acquisition as if they had been completed on June 30, 2023. The Forge Acquisition and Driftwood acquisition were completed prior to June 30, 2023 and therefore are reflected in the historical unaudited condensed consolidated balance sheet of operating synergies expected Vital at June 30, 2023. The Unaudited Pro Forma Condensed Combined Statements of Operations for the six months ended June 30, 2023 and the year ended December 31, 2022 give effect to result from the acquisitionAcquisitions as if they been completed on January 1, 2022. The unaudited pro forma condensed combined balance sheet is financial information and related notes are presented as if for illustrative purposes only. If the Transaction Acquisitions and other transactions contemplated herein had occurred on June 30in the past, 2017Vxxxx’s operating results might have been materially different from those presented in the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information should not be relied upon as an indication of operating results that Vital would have achieved if the Acquisitions and other transactions contemplated herein had taken place on the specified dates. In addition, future results may vary significantly from the results reflected in the unaudited pro forma condensed combined financial statement of operations for and should not be relied upon as an indication of the fiscal year ended June 30future results Vital will have after the contemplation of the Acquisitions and the other transactions contemplated by the unaudited pro forma condensed combined financial information. In Vital’s opinion, 2017 is presented as if all adjustments that are necessary to present fairly the Transaction had occurred on July 1, 2016unaudited pro forma condensed combined financial information have been made.

Basis of Presentation. The acquisition unaudited pro forma condensed combined consolidated financial information presented here is based on the historical consolidated financial information of SynGen was accounted for in accordance with the acquisition method of accounting for business combinations with Cesca as the accounting acquirerVASCO and Silanis. The unaudited pro forma condensed combined financial statements were consolidated operations for the nine months ended September 30, 2015 and year ended December 30, 2014 assume the Acquisition occurred January 1, 2014. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2015 assumes the Acquisition was completed on that date. Pro forma adjustments reflected in the unaudited pro forma condensed consolidated balance sheet are based on items that are directly attributable to the historical financial proposed Acquisition and factually supportable. Pro forma adjustments reflected in the unaudited pro forma condensed consolidated statements of Cesca and SynGen after giving effect operations are based on items directly attributable to the cash payment proposed Acquisition, factually supportable, and expected to have a continuing impact on VASCO. Historical financial information of Silanis represents the stock issued by ThermoGenesis to consummate the acquisition, as well as certain reclassifications, pro forma adjustments combination of STI and adjustments to remove certain excluded assets SIL. Inter-company transactions are eliminated. The functional currency of STI is U.S. Dollars. The functional currency of SIL is British Pounds. Assets and liabilities of SynGen which Cesca did not acquire under SIL are translated into U.S. Dollars using currency exchange rates as of the Asset Acquisition Agreementbalance sheet date. SynGenRevenue and expenses are translated at average exchange rates prevailing during the period. Certain historical financial information of Silanis been adjusted to conform to the historical presentation in VASCO’s historical statements represent the unaudited consolidated financial statements for the six month period ended December 31, 2016 and the six month period ended June 30, 2017. In accordance with the acquisition method purposes of accounting for business combinations, the assets acquired were recorded as preparation of the completion of the Transactionunaudited pro forma condensed consolidated financial information At this time, at their respective estimated preliminary fair values, and added XXXXX has not completed detailed valuation analyses to those of Cesca. The excess purchase consideration over determine the fair values of Silanis’ assets acquired was recorded as goodwilland liabilities. The accounting standards define Accordingly, the term “fair value” as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurements date.” Market participants are assumed to be buyers and sellers in the principal (or most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result, Cesca may be required to value assets at fair value measures that do not reflect Cesca’s intended use of those assets. Many of these fair value measurements can be highly subjective and it is also possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. The accompanying unaudited pro forma condensed combined consolidated financial information includes a preliminary allocation of the purchase price based on assumptions and estimates that, while considered reasonable under the circumstances, are subject to changes, which may be material. Additionally, VASCO has not yet completed its due diligence necessary to identify all of the adjustments required to conform Silanis’ accounting policies to VASCO’s or to identify other items that could significantly impact the purchase price allocation or the assumptions and adjustments made in preparation of this unaudited pro forma condensed consolidated financial information. Upon completion of detailed valuation analyses, there may be additional increases or decreases to the recorded book values of Silanis’ assets and liabilities, including, but not limited to, technology, non-compete agreements, customer relationships, patents, trademarks and other intangible assets that will give rise to future amounts of depreciation and amortization expense that are not reflected in the information contained in this unaudited pro forma condensed consolidated financial information. Accordingly, once the necessary due diligence has been completed and the purchase price allocation has been completed, actual results may differ materially from the information presented in this unaudited pro forma condensed consolidated financial information. Additionally, the unaudited pro forma condensed consolidated statements are presented for illustrative purposes only and of operations do not reflect the costs cost of any integration activities or benefits from the Acquisition and synergies that may result be derived from realization any integration activities, both of operating synergies expected to result from which may have a material effect on the acquisition. The unaudited pro forma condensed combined balance sheet is presented as if the Transaction had occurred on June 30, 2017. The unaudited pro forma condensed combined statement consolidated results of operations for in periods following the fiscal year ended June 30, 2017 is presented as if completion of the Transaction had occurred on July 1, 2016Acquisition.

Basis of Presentation. The acquisition of SynGen was accounted for in accordance with the acquisition method of accounting for business combinations with Cesca as the accounting acquirer. The unaudited pro forma condensed combined financial statements were based on the historical financial statements of Cesca and SynGen after giving effect to the cash payment and the stock issued by ThermoGenesis to consummate the acquisition, as well as certain reclassifications, pro forma adjustments and adjustments to remove certain excluded assets and liabilities of SynGen which Cesca did not acquire under the Asset Acquisition Agreement. SynGen’s historical statements represent the unaudited financial statements for the six month period ended December 31, 2016 and the six month period ended June 30, 2017. In accordance with the acquisition method of accounting for business combinations, the assets acquired were recorded as of the completion of the Transaction, at their respective estimated preliminary fair values, and added to those of Cesca. The excess purchase consideration over the fair values of assets acquired was recorded as goodwill. The accounting standards define the term “fair value” as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurements date.” Market participants are assumed to be buyers and sellers in the principal (or most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result, Cesca may be required to value assets at fair value measures that do not reflect Cesca’s intended use of those assets. Many of these fair value measurements can be highly subjective and it is also possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. The accompanying unaudited pro forma condensed combined financial statements were prepared based on the historical consolidated financial statements of Vital, Maple, Hxxxx, Tall City, Grey Rock, Forge and Driftwood. The Forge Acquisition and Driftwood Acquisition have been accounted for as asset acquisitions in accordance with ASC 805. The Maple Acquisition, Tall City Acquisition and Grey Rock Acquisition have been assumed to be asset acquisitions in accordance with ASC 805 for purposes of these unaudited pro forma condensed combined financial statements. The fair value of the consideration paid by Vital for the Maple Acquisition, Tall City Acquisition and Grey Rock Acquisition will be allocated to the underlying assets acquired on a relative fair value basis. Additionally, costs directly related to the Maple Acquisition, Tall City Acquisition and Grey Rock Acquisition are presented assumed to be capitalized as a component of the purchase price. The Hxxxx Xxxxxxxxxxx has been assumed to be a business combination for illustrative purposes only of these unaudited pro forma condensed combined financial statements under ASC 805. The assets acquired and do not reflect liabilities assumed are recorded at their respective fair values as of the closing date. Any transaction costs were expensed as incurred in accordance with ASC 805. Certain of any integration activities or benefits that may result from realization the historical amounts for the Acquisitions have been reclassified to conform to the financial statement presentation of operating synergies expected Vital. Additionally, adjustments have been made to result from the acquisitionhistorical financial information Maple, Hxxxx, Tall City, Grey Rock, Forge and Driftwood to remove certain assets and liabilities retained by the sellers in each separate transaction. The Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2023 gives effect to the Maple Acquisition, Hxxxx Acquisition, Tall City Acquisition and Grey Rock Acquisition as if they had been completed on September 30, 2023. The Forge Acquisition and Driftwood Acquisition were completed prior to September 30, 2023 and therefore are reflected in the historical unaudited condensed consolidated balance sheet of Vital at September 30, 2023. The Unaudited Pro Forma Condensed Combined Statements of Operations for the nine months ended September 30, 2023 and the year ended December 31, 2022 give effect to Acquisitions as if they been completed on January 1, 2022. The unaudited pro forma condensed combined balance sheet is financial information and related notes are presented as if for illustrative purposes only. If the Transaction Acquisitions and other transactions contemplated herein had occurred on June 30in the past, 2017Vxxxx’s operating results might have been materially different from those presented in the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information should not be relied upon as an indication of operating results that Vital would have achieved if the Acquisitions and other transactions contemplated herein had taken place on the specified dates. In addition, future results may vary significantly from the results reflected in the unaudited pro forma condensed combined financial statement of operations for and should not be relied upon as an indication of the fiscal year ended June 30future results Vital will have after the contemplation of the Acquisitions and the other transactions contemplated by the unaudited pro forma condensed combined financial information. In Vital’s opinion, 2017 is presented as if all adjustments that are necessary to present fairly the Transaction had occurred on July 1, 2016unaudited pro forma condensed combined financial information have been made.

Basis of Presentation. The acquisition of SynGen was accounted for in accordance with the acquisition method of accounting for business combinations with Cesca as the accounting acquirer. The unaudited pro forma condensed combined financial statements were based on the historical financial statements of Cesca and SynGen after giving effect to the cash payment and the stock issued by ThermoGenesis to consummate the acquisition, as well as certain reclassifications, pro forma adjustments and adjustments to remove certain excluded assets and liabilities of SynGen which Cesca did not acquire under the Asset Acquisition Agreement. SynGen’s historical statements represent the unaudited financial statements for the six month period ended December 31, 2016 and the six month period ended June 30, 2017. In accordance with the acquisition method of accounting for business combinations, the assets acquired were recorded as of the completion of the Transaction, at their respective estimated preliminary fair values, and added to those of Cesca. The excess purchase consideration over the fair values of assets acquired was recorded as goodwill. The accounting standards define the term “fair value” as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurements date.” Market participants are assumed to be buyers and sellers in the principal (or most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result, Cesca may be required to value assets at fair value measures that do not reflect Cesca’s intended use of those assets. Many of these fair value measurements can be highly subjective and it is also possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. The accompanying unaudited pro forma condensed combined financial statements, or the “Pro Forma Statements,” and related notes were prepared using the acquisition method of accounting with American Woodmark considered the acquirer of RSI for accounting purposes. Accordingly, the consideration paid in the RSI Acquisition has been allocated to assets and liabilities of RSI based upon their estimated fair values as of the Acquisition Date. Any amount of the consideration that is in excess of the estimated fair values of assets acquired and liabilities assumed will be recorded as goodwill after the finalization of the purchase price allocation. Although management believes that the preliminary purchase price allocation herein is reasonable, there can be no assurance that finalization of such purchase price allocation will not result in material changes from the preliminary purchase price allocation included in the accompanying Pro Forma Financial Statements. The historical financial statements have been adjusted in the Pro Forma Financial Statements to give effect to events that are presented for illustrative purposes only (1) directly attributable to the pro forma events, (2) factually supportable, and do not reflect (3) with respect to the costs statement of any integration activities or benefits that may result from realization of operating synergies operations, expected to result from have a continuing impact on the acquisitioncombined company. The unaudited pro forma condensed combined balance sheet is presented as if statements of income does not reflect cost savings expected to be realized from the Transaction had occurred elimination of certain expenses and synergies expected to be created or the costs to achieve such cost savings or synergies. Such costs may be material and no assurance can be given that cost savings or synergies will be realized. Certain pro forma adjustments have been made to align the accounting policies of RSI with American Woodmark where such RSI accounting policies are expected to change after the Acquisition Date. Further review may identify additional differences between the accounting policies of the two companies that, when conformed, could have a material impact on June 30the financial statements of the combined company. However, 2017at this time, we are not aware of any accounting policy differences that would have a material impact on the unaudited pro forma condensed combined financial statements of the combined company that are not reflected in the pro forma adjustments. Historically, American Woodmark has valued its inventory on a last-in, first-out basis (“LIFO”) and RSI has valued its inventory on a first-in, first-out basis (“FIFO”). American Woodmark’s management intends to maintain RSI’s FIFO valuation basis after the Acquisition Date. Therefore, a pro forma adjustment has not been made to conform RSI’s inventory valuation basis from FIFO to LIFO. American Woodmark operates on a fiscal year basis which ends on April 30 of each year. Prior to the RSI Acquistion, RSI operated on a 52 to 53 week fiscal year, with its fiscal year ending on the Saturday closest to December 31. The unaudited pro forma condensed combined financial statements included herein are labeled based on American Woodmark’s convention. The pro forma condensed combined statement of operations income for the year ended April 30, 2017 combines the historical audited results of American Woodmark for the fiscal year ended June April 30, 2017 is presented as if and the Transaction had occurred on July unaudited results of RSI for the year ended April 1, 20162017, which was derived from the audited results of RSI for the fiscal year ended December 31, 2016 less the unaudited results of RSI for the three months ended April 2, 2016 plus the unaudited results of RSI for the three months ended April 1, 2017. The pro forma condensed combined statement of income for the six months ended October 31, 2017 combines the historical unaudited results of American Woodmark for the six months ended October 31, 2017 and the historical unaudited results of RSI for the six months ended September 30, 2017. The pro forma condensed combined balance sheet as of October 31, 2017 combines the historical unaudited balance sheet of American Woodmark as of October 31, 2017 and the historical unaudited balance sheet of RSI as of September 30, 2017.

Basis of Presentation. The acquisition of SynGen unaudited pro forma condensed combined financial information was accounted for prepared in accordance with Article 11 of SEC Regulation S-X as amended by the acquisition method of final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for business combinations with Cesca the transaction and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (referred to as management adjustments). Xxxxxx has elected not to present management adjustments and will only be presenting transaction accounting adjustments related to the accounting for the Merger (the “pro forma adjustments”) in the unaudited pro forma condensed combined financial information. The adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary to assist in understanding the combined company upon consummation of the Merger. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2023, and the year ended December 31, 2022, have been prepared by combining the Globus and NuVasive statements of operations for the period and applying the related pro forma adjustments. The pro forma adjustments have been prepared as if the Merger related to NuVasive occurred on January 1, 2022, for the unaudited pro forma condensed combined statements of operations. The pro forma adjustments are based on currently available information and certain estimates and assumptions, and therefore the actual effects of these transactions will differ from the pro forma adjustments. Upon completion of the Merger, Globus controlled NuVasive, and accordingly was determined to be the accounting acquirer. The unaudited pro forma condensed combined financial statements were based on the historical financial statements of Cesca and SynGen after giving effect to the cash payment and the stock issued information has been prepared by ThermoGenesis to consummate the acquisition, as well as certain reclassifications, pro forma adjustments and adjustments to remove certain excluded assets and liabilities of SynGen which Cesca did not acquire under the Asset Acquisition Agreement. SynGen’s historical statements represent the unaudited financial statements for the six month period ended December 31, 2016 and the six month period ended June 30, 2017. In accordance with Globus using the acquisition method of accounting for business combinationsin accordance with GAAP. Under this method, the aggregate consideration was allocated to NuVasive’s assets acquired were recorded as of the completion of the Transaction, at and liabilities assumed based upon their respective acquisition date estimated preliminary fair values, and added to those of Cesca. The excess of purchase consideration price over the fair values value of assets acquired and liabilities assumed was recorded as allocated to goodwill. The accounting standards define the term “fair value” as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurements date.” Market participants are assumed to be buyers and sellers in the principal (or most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result, Cesca may be required to value assets at fair value measures that do not reflect Cesca’s intended use of those assets. Many of these fair value measurements can be highly subjective and it is also possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. The accompanying unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not reflect the costs of any integration activities or benefits that may result from realization of operating synergies expected to result from the acquisition. The unaudited pro forma condensed combined balance sheet financial information is presented as if based on preliminary estimates of the Transaction had occurred fair value of the assets and liabilities that were acquired, which requires significant assumptions. Globus management believes that the assumptions used provide a reasonable basis for presenting the significant effects of the transactions and that the pro forma adjustments in the unaudited pro forma condensed combined financial information gives appropriate effect to the assumptions. These assumptions may change upon the finalization of the fair value, which would have a corresponding impact on June 30, 2017the pro forma financial information. The unaudited pro forma condensed combined statement financial information does not reflect the impact of operations for any potential restructuring or integration activities that have yet to be determined, nor the fiscal year ended June 30impact of possible cost or growth synergies expected to be achieved by the combined company, 2017 is presented as if no assurance can be made that such cost or growth synergies will be achieved. The accounting policies followed in preparing the Transaction had occurred unaudited pro forma condensed combined financial information are those used by Globus as set forth in the historical financial statements. The unaudited pro forma condensed combined financial information reflects any material adjustments known at this time to conform NuVasive historical financial information to Globus’s significant accounting policies based on July 1Globus management’s review of NuVasive’s summary of significant accounting policies, 2016as disclosed in the NuVasive historical financial statements.

Basis of Presentation. The acquisition of SynGen was accounted for in accordance with unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting for business combinations with Cesca under existing U.S. generally accepted accounting principles, or GAAP standards, which are subject to change and interpretation. X. Xxxxxxxx has been treated as the acquirer in the Merger for accounting acquirerpurposes. The acquisition accounting is dependent upon certain valuations and other studies that have not been finalized. Accordingly, the pro forma adjustments presented are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information. These preliminary estimates and assumptions are subject to change during the measurement period (up to one year from the acquisition date). The information included herein has been prepared based on the preliminary allocation of the purchase price using estimates of the fair value and useful lives of assets acquired and liabilities assumed which were determined with the assistance of independent valuations, quoted market prices and estimates made by management. The purchase price allocations are subject to further adjustment until all pertinent information regarding the accounts receivable, inventory, property, plant and equipment, intangible assets, other long-term assets, goodwill, contingent consideration liabilities, long-term debt, other long-term liabilities and deferred income tax assets and liabilities acquired are fully evaluated by the Company and independent valuations are complete. The unaudited pro forma condensed combined financial statements were based on the historical financial statements of Cesca and SynGen after giving effect to the cash payment and the stock issued by ThermoGenesis to consummate the acquisition, as well as certain reclassifications, information has been presented for informational purposes only. The pro forma adjustments and adjustments to remove certain excluded assets and liabilities information is not necessarily indicative of SynGen which Cesca did not acquire under what the Asset Acquisition Agreementcombined company’s financial position or results of operations actually would have been had the Merger been completed as of the dates indicated. SynGen’s historical statements represent In addition, the unaudited pro forma condensed combined financial statements for information does not purport to project the six month period ended December 31future financial position or operating results of the combined company. The unaudited pro forma combined financial information does not reflect any cost savings, 2016 operating synergies, tax synergies or revenue enhancements that the combined company may achieve as a result of the Merger or the costs to combine the operations of X. Xxxxxxxx and ICO or the six month period ended June 30costs necessary to achieve these cost savings, 2017operating synergies, tax synergies and revenue enhancements. In accordance with the The acquisition method of accounting for business combinationsis based on Accounting Standards Codification (ASC) Topic 805, Business Combinations, which X. Xxxxxxxx adopted on September 1, 2009 and uses the fair value concepts defined in ASC Topic 820, Fair Value Measurements and Disclosures, which X. Xxxxxxxx has adopted as required. ASC Topic 805, requires, among other things, that most assets acquired were recorded and liabilities acquired be recognized at their fair values as of the completion of the Transaction, at their respective estimated preliminary fair values, and added to those of Cescaacquisition date. The excess purchase consideration over the fair values of assets acquired was recorded as goodwill. The accounting standards define ASC Topic 820 defines the term “fair value” and sets forth the valuation requirements for any asset or liability measured at fair value, expands related disclosure requirements and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measures. Fair value is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurements measurement date.” Market This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be unrelated (to X. Xxxxxxxx) buyers and sellers in the principal (or the most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a resultresult of these standards, Cesca X. Xxxxxxxx may be required to record assets which are not intended to be used or sold and/or to value assets at fair value measures that do not reflect Cesca’s X. Xxxxxxxx’x intended use of those assets. Many of these fair value measurements can be highly subjective and it is also possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. The accompanying unaudited pro forma condensed combined financial statements Under ASC Topic 805, acquisition-related transaction costs (i.e., advisory, legal, valuation, other professional fees, etc.) and certain acquisition-related restructuring charges impacting the target company are presented not included as a component of consideration transferred but are accounted for illustrative purposes only and do not reflect as expenses in the periods in which the costs of any integration activities or benefits that may result from realization of operating synergies expected to result from the acquisition. The unaudited pro forma condensed combined balance sheet is presented as if the Transaction had occurred on June 30, 2017. The unaudited pro forma condensed combined statement of operations for the fiscal year ended June 30, 2017 is presented as if the Transaction had occurred on July 1, 2016are incurred.

Basis of Presentation. The acquisition of SynGen was accounted for in accordance with the acquisition method of accounting for business combinations with Cesca as the accounting acquirer. The unaudited pro forma condensed combined financial statements were based on the historical financial statements of Cesca and SynGen after giving effect to the cash payment and the stock issued by ThermoGenesis to consummate the acquisition, as well as certain reclassifications, pro forma adjustments and adjustments to remove certain excluded assets and liabilities of SynGen which Cesca did not acquire under the Asset Acquisition Agreement. SynGen’s historical statements represent the unaudited financial statements for the six month period ended December 31, 2016 and the six month period ended June 30, 2017. In accordance with the acquisition method of accounting for business combinations, the assets acquired were recorded as of the completion of the Transaction, at their respective estimated preliminary fair values, and added to those of Cesca. The excess purchase consideration over the fair values of assets acquired was recorded as goodwill. The accounting standards define the term “fair value” as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurements date.” Market participants are assumed to be buyers and sellers in the principal (or most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result, Cesca may be required to value assets at fair value measures that do not reflect Cesca’s intended use of those assets. Many of these fair value measurements can be highly subjective and it is also possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. The accompanying unaudited pro forma condensed combined financial statements were prepared based on the historical consolidated financial statements of Vital Energy, including the 2023 Acquisitions, and Point in accordance with Article 11 of the SEC’s Regulation S-X. Vital Energy is acquiring substantially all the assets of Point. The Point Acquisition has been assumed to be an asset acquisition for purposes of these unaudited pro forma condensed combined financial statements in accordance with Accounting Standards Codification Topic 805 (“ASC 805”). The fair value of the consideration paid by Vital Energy and the allocation of that amount to the underlying assets acquired is recorded on a relative fair value basis. Additionally, costs directly related to the Point Acquisition are presented capitalized as a component of the purchase price. Certain of the historical amounts for illustrative purposes only the Point Acquisition have been reclassified to conform to the financial statement presentation of Vital Energy. The Unaudited Pro Forma Condensed Combined Statements of Operations for the six months ended June 30, 2024 and do not reflect the costs year ended December 31, 2023 give effect to the Point Acquisition and the 2023 Acquisitions as if they had been completed on January 1, 2023. The Unaudited Pro Forma Condensed Combined Balance Sheet as of any integration activities or benefits that may result from realization of operating synergies expected to result from June 30, 2024 was prepared as if the acquisitionPoint Acquisition had occurred on June 30, 2024. The unaudited pro forma condensed combined balance sheet is financial information and related notes are presented as if for illustrative purposes only. If the Transaction Point Acquisition and other transactions contemplated herein had occurred on June 30in the past, 2017Vital Energy’s operating results might have been materially different from those presented in the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information should not be relied upon as an indication of operating results that Vital Energy would have achieved if the Point Acquisition and other transactions contemplated herein had taken place on the specified date. In addition, future results may vary significantly from the results reflected in the unaudited pro forma condensed combined financial statement of operations for and should not be relied upon as an indication of the fiscal year ended June 30future results Vital Energy will have after the contemplation of the Point Acquisition and the other transactions contemplated by the unaudited pro forma condensed combined financial information. For income tax purposes, 2017 is presented the Point Acquisition will be treated as if an asset purchase such that the Transaction had occurred on July 1tax bases in the assets and liabilities will generally reflect the allocated fair value at closing. In Vital Energy’s opinion, 2016all adjustments that are necessary to present fairly the unaudited pro forma condensed combined financial information have been made.

Basis of Presentation. The acquisition of SynGen unaudited pro forma combined financial information was accounted for prepared in accordance with U.S. GAAP and pursuant to the acquisition method rules and regulations of accounting for business combinations with Cesca Article 11 of Regulation S-X. The unaudited pro forma combined balance sheet as of December 31, 2022 was prepared using the accounting acquirerhistorical consolidated balance sheets of Imara and Enliven as of December 31, 2022. The unaudited pro forma condensed combined financial statements were based on statement of operations for the year ended December 31, 2022 was prepared using the historical financial statements of Cesca operations and SynGen after giving comprehensive loss of Imara and Enliven for the year ended December 31, 2022 and gives effect to the cash payment Merger as if it occurred on January 1, 2022. For accounting purposes, Enliven is considered to be the acquirer, and the stock issued Merger was accounted for as a reverse recapitalization of Imara by ThermoGenesis Enliven because upon the closing of the Merger, the pre-combination assets of Imara are expected to consummate be primarily cash. Under reverse recapitalization accounting, the acquisition, as well as certain reclassifications, pro forma adjustments and adjustments to remove certain excluded assets and liabilities of SynGen which Cesca did not acquire under the Asset Acquisition Agreement. SynGen’s historical statements represent the unaudited financial statements for the six month period ended December 31Imara will be recorded, 2016 and the six month period ended June 30, 2017. In accordance with the acquisition method of accounting for business combinations, the assets acquired were recorded as of the completion date of the TransactionMerger, at their respective estimated preliminary fair values, value. No goodwill or intangible assets will be recognized and added to those of Cesca. The any excess purchase consideration transferred over the fair values value of the net assets acquired was recorded of Imara, following determination of the actual purchase consideration for Imara will be reflected as goodwilla reduction to additional paid-in capital. The Consequently, the financial statements of Enliven reflect the operations of the acquirer for accounting standards define the term “fair value” as “the price that would be received to sell an asset or paid to transfer purposes together with a liability in an orderly transaction between market participants at the measurements date.” Market participants are assumed to be buyers and sellers in the principal (or most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a resultdeemed issuance of shares, Cesca may be required to value assets at fair value measures that do not reflect Cesca’s intended use of those assets. Many of these fair value measurements can be highly subjective and it is also possible that other professionals, applying reasonable judgment equivalent to the same facts shares held by the former stockholders of the legal acquirer and circumstances, could develop and support a range recapitalization of alternative estimated amountsthe equity of the accounting acquirer. The accompanying unaudited pro forma condensed combined financial information is derived from the historical financial statements are presented for illustrative purposes only of Imara and do not Enliven, and includes adjustments to give pro forma effect to reflect the costs of any integration activities or benefits that may result from realization of operating synergies expected to result from accounting for the acquisitiontransaction in accordance with U.S. GAAP. The historical financial statements of Enliven shall become the historical financial statements of the combined company. To the extent there are significant changes to the business following completion of the Merger, the assumptions and estimates set forth in the unaudited pro forma condensed combined balance sheet is presented as if consolidated financial information could change significantly. Accordingly, the Transaction had occurred on June 30, 2017. The unaudited pro forma condensed combined statement adjustments are subject to further adjustment as additional information becomes available and as additional analyses are conducted following the completion of operations for the fiscal year ended June 30, 2017 is presented as if Merger. There can be no assurances that these additional analyses will not result in material changes to the Transaction had occurred on July 1, 2016estimates of fair value.

Basis of Presentation. The acquisition of SynGen unaudited pro forma condensed combined financial information was accounted for in accordance with prepared using the acquisition method of accounting for business combinations in accordance with Cesca as Accounting Standards Codification ("ASC") 805, Business Combinations, which requires the determination of the acquiror, the Merger date, the fair value of assets and liabilities of the acquiree and the measurement of goodwill. UTC’s management has determined that UTC represents the accounting acquireracquiror in the Merger based on an analysis of the criteria outlined in ASC 805 and the facts and circumstances specific to this transaction. As a result, UTC will record the business combination in its financial statements and will apply the acquisition method to account for the acquired assets and liabilities of Rockwell Xxxxxxx upon completion of the Merger. Applying the acquisition method includes recording the identifiable assets acquired and liabilities assumed at their fair values, and recording goodwill for the excess of the purchase price over the aggregate fair value of the identifiable assets acquired less liabilities assumed. The accompanying unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of SEC Regulation S-X. To prepare the unaudited pro forma condensed combined financial information, UTC adjusted Rockwell Xxxxxxx’ assets and liabilities to their estimated fair values based on preliminary valuation work. As of the date of this Current Report on Form 8-K/A, UTC has not completed the detailed valuation work necessary to finalize the required estimated fair values and estimated useful lives of the Rockwell Xxxxxxx assets to be acquired and liabilities to be assumed and the related allocation of the purchase price. The final allocation of the purchase price will be determined after completion of an analysis to determine the estimated fair value of Rockwell Xxxxxxx’ assets and liabilities, and associated tax adjustments. Accordingly, the final acquisition accounting adjustments may be materially different from the unaudited pro forma adjustments. Also, as of the date of this Form 8-K/A, UTC may not have identified all adjustments necessary to conform Rockwell Xxxxxxx’ accounting policies to UTC’s accounting policies. UTC will conduct a final review of Xxxxxxxx Xxxxxxx’ accounting policies as of the date of the final purchase price allocation in an effort to determine if differences in accounting policies require adjustment or reclassification of Rockwell Xxxxxxx’ results of operations or reclassification of assets or liabilities to conform to UTC’s accounting policies and classifications. As a result of this review, the final acquisition accounting adjustments may be materially different from the unaudited pro forma adjustments. The unaudited pro forma condensed combined financial statements were based on the historical financial statements of Cesca and SynGen after giving information does not give effect to any cost savings, operating synergies or revenue synergies that may result from the cash payment Merger or the costs to achieve any such cost savings, operating synergies and revenue synergies. Transactions among UTC, Xxxxxxxx Xxxxxxx and B/E Aerospace, reflecting normal course of business, during the stock issued by ThermoGenesis to consummate periods reflected in the acquisitionunaudited pro forma condensed combined financial information have been eliminated, as well as certain reclassifications, pro forma adjustments and adjustments to remove certain excluded detailed in Note 5 below. For purposes of measuring the fair value of the Rockwell Xxxxxxx assets acquired and liabilities of SynGen which Cesca did not acquire under the Asset Acquisition Agreement. SynGen’s historical statements represent assumed, as reflected in the unaudited pro-forma condensed combined financial statements for the six month period ended December 31, 2016 and the six month period ended June 30, 2017. In accordance with the acquisition method of accounting for business combinationsinformation, the assets acquired were recorded as of Company used the completion of the Transactionguidance in ASC 820, at their respective estimated preliminary Fair Value Measurement and Disclosure, which establishes a framework for measuring fair values, and added to those of Cesca. The excess purchase consideration over the ASC 820 defines fair values of assets acquired was recorded value as goodwill. The accounting standards define the term “fair value” as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurements date.” measurement date (an exit price). Market participants are assumed to be buyers and sellers in the principal (or most advantageous) market for the asset or liability. Fair Additionally, under ASC 820, fair value measurements for an asset assume the highest and best use of that asset by these market participants. As a result, Cesca may be required to value assets at fair value measures that do not reflect Cesca’s intended use of those assets. Many of these fair value measurements can be highly subjective and it is also possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. The accompanying unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not reflect the costs of any integration activities or benefits that may result from realization of operating synergies expected to result from the acquisition. The unaudited pro forma condensed combined balance sheet is presented as if the Transaction had occurred on June 30, 2017. The unaudited pro forma condensed combined statement of operations reflect the elimination of entities to be disposed which includes certain Rockwell Xxxxxxx businesses which are required to be disposed to satisfy regulatory approval ("held for sale entities"). Two of the fiscal year ended June entities were reflected as held for sale in Rockwell Xxxxxxx statement of financial position as of September 30, 2017 is presented as if 2018. The disposal of the Transaction had occurred on July 1, 2016third entity was contingent upon the completion of the UTC acquisition of Rockwell Xxxxxxx. The unaudited pro forma condensed combined balance sheet reflects the disposal of these entities assuming that the book value of the businesses approximate fair value less cost to sell.

Basis of Presentation. The acquisition unaudited pro forma condensed combined financial statements have been derived from the historical consolidated financial statements of SynGen was accounted Rovi and TiVo. Certain financial statement line items included in the historical financial statements have been disaggregated, condensed or classified differently to provide consistent presentation in the unaudited pro forma condensed combined financial statements. In addition, where Rovi and TiVo have different financial statements presentations, Xxxx has made adjustments to conform TiVo’s presentation to Rovi’s presentation. See Note 3 for in accordance with the acquisition method of accounting for business combinations with Cesca as the accounting acquirerfurther details. Rovi has a fiscal year that ends on December 31, whereas XxXx has a fiscal year that ends on January 31. The unaudited pro forma condensed combined financial statements were based on the historical financial statements of Cesca and SynGen after giving effect to the cash payment and the stock issued by ThermoGenesis to consummate the acquisition, as well as certain reclassifications, pro forma adjustments and adjustments to remove certain excluded assets and liabilities of SynGen which Cesca did not acquire under the Asset Acquisition Agreement. SynGen’s historical statements represent the unaudited financial statements for the six month period ended December 31, 2016 and the six month period ended June 30, 2017. In accordance with have been prepared using the acquisition method of accounting. Rovi has been treated as the acquirer in the mergers for accounting for business combinationspurposes. Under the acquisition method of accounting, purchase consideration to be delivered by New Parent to complete the TiVo Merger will generally be allocated to the assets acquired were recorded as and liabilities assumed based on their fair value at the acquisition date. Rovi has made significant estimates and assumptions in determining the preliminary fair value of the completion assets acquired and liabilities assumed. These preliminary fair value estimates are based on key assumptions of the Transactionacquisition. Accordingly, at their respective estimated the pro forma reclassifications and adjustments are preliminary, have been made solely for the purpose of providing unaudited pro forma condensed combined financial statements and are subject to change based on further review of the fair value of the assets acquired and liabilities assumed. Final amounts recorded for the mergers may differ materially from the preliminary fair valuesvalue estimates presented in the unaudited pro forma condensed combined financial statements, and added to those of Cesca. The excess purchase consideration over such differences could have a material impact on the fair values of assets acquired was recorded as goodwill. The accounting standards define the term “fair value” as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurements date.” Market participants are assumed to be buyers and sellers in the principal (or most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result, Cesca may be required to value assets at fair value measures that do not reflect Cesca’s intended use of those assets. Many of these fair value measurements can be highly subjective and it is also possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. The accompanying unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not reflect the costs combined company’s future results of any integration activities or benefits that may result from realization of operating synergies expected to result from the acquisitionoperations and financial position. The unaudited pro forma condensed combined balance sheet is presented as if financial statements do not reflect any revenue enhancements or benefits from anticipated synergies, operating efficiencies or cost savings that may be associated with the Transaction had occurred on June 30mergers, 2017. The unaudited pro forma condensed combined statement of operations for nor do they reflect the fiscal year ended June 30costs necessary to achieve any revenue enhancements, 2017 is presented as if the Transaction had occurred on July 1anticipated synergies, 2016operating efficiencies or cost savings.

Basis of Presentation. The acquisition of SynGen unaudited pro forma condensed consolidated combined financial information was accounted for in accordance with prepared using the acquisition method of accounting and was based on the audited financial statement of the Company and EnerPath as of and for business combinations with Cesca as the accounting acquireryear ended December 31, 2014. Certain reclassifications were made to the overall presentation of the historical EnerPath consolidated financial statements to conform to the Company’s presentation. The unaudited pro forma condensed consolidated combined financial statements were based on the historical financial statements statement of Cesca and SynGen after giving effect to the cash payment and the stock issued by ThermoGenesis to consummate the acquisition, as well as certain reclassifications, pro forma adjustments and adjustments to remove certain excluded assets and liabilities of SynGen which Cesca did not acquire under the Asset Acquisition Agreement. SynGen’s historical statements represent the unaudited financial statements operations for the six month period year ended December 31, 2016 2014 and the six month period three months ended June 30March 31, 2017. In accordance with 2015 are presented as if the EnerPath acquisition method of accounting for business combinationshad occurred on January 1, the assets acquired were recorded as of the completion of the Transaction, at their respective estimated preliminary fair values, and added to those of Cesca2014. The excess purchase consideration over the fair values of assets acquired was recorded as goodwill. The accounting standards define the term “fair value” as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurements date.” Market participants are assumed to be buyers and sellers in the principal (or most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result, Cesca may be required to value assets at fair value measures that do not reflect Cesca’s intended use of those assets. Many of these fair value measurements can be highly subjective and it is also possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. The accompanying unaudited pro forma condensed consolidated combined financial statements are information is presented for illustrative purposes only and do is not reflect necessarily indicative of the costs consolidated financial position or results of any integration activities or benefits that may result from realization of operating synergies expected to result from the acquisitionoperations. The unaudited pro forma condensed consolidated combined balance sheet is financial information does not include, nor does it assume, any benefits from cost savings or synergies of the combined operations or the costs necessary to achieve these cost savings, or synergies, and such differences may be material. The estimated fair values of the assets acquired and liabilities assumed, and the related tax balances, are based on preliminary estimates and assumptions. These preliminary estimates and assumptions could change significantly during the purchase price measurement period as we finalize the valuations of the assets acquired and liabilities assumed, and the related tax balances. Such changes could result in material variances between the Company’s future financial results and the amounts presented as if in the Transaction had occurred on June 30unaudited pro forma information, 2017including variances in the estimated purchase price, fair values recorded and expenses associated with these items. The unaudited pro forma condensed consolidated combined statement financial information should be read in conjunction with the Company’s historical consolidated financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2014, its Quarterly Report on Form 10-Q for the three months ended March 31, 2015 and with EnerPath’s historical consolidated financial statements and notes thereto included in the Company’s Current Report on Form 8-K/A to which this document is filed as an exhibit. The acquisition of EnerPath and a preliminary purchase price allocation are reflected in the Balance Sheet in the Form 10-Q as of March 31, 2015. Acquisition-related transaction costs are not included as a component of consideration transferred but are accounted for as expenses in the periods in which such costs are incurred. The unaudited pro forma condensed consolidated combined statements of operations for the fiscal year ended June 30, 2017 is presented as if the Transaction had occurred on July 1, 2016do not include EnerPath acquisition-related transaction costs.

Basis of Presentation. The acquisition of SynGen unaudited pro forma condensed combined financial information was accounted for prepared in accordance with Article 11 of Regulation S-X and gives effect to events that are (1) directly attributable to the acquisition method Merger and the Financing Transactions, (2) factually supportable and (3) with respect to the condensed combined statement of accounting for business combinations with Cesca as operations, expected to have a continuing impact on the accounting acquirercombined company’s results. The unaudited pro forma condensed combined financial statements were based on the historical financial statements of Cesca information and SynGen after giving effect to the cash payment and the stock issued related notes have been prepared utilizing period ends that differ by ThermoGenesis to consummate the acquisitionfewer than 93 days, as well as certain reclassifications, pro forma adjustments and adjustments to remove certain excluded assets and liabilities of SynGen which Cesca did not acquire under the Asset Acquisition Agreement. SynGen’s historical statements represent the unaudited financial statements for the six month period ended December 31, 2016 and the six month period ended June 30, 2017. In accordance with the acquisition method of accounting for business combinations, the assets acquired were recorded as of the completion of the Transaction, at their respective estimated preliminary fair values, and added to those of Cesca. permitted by Regulation S-X. The excess purchase consideration over the fair values of assets acquired was recorded as goodwill. The accounting standards define the term “fair value” as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurements date.” Market participants are assumed to be buyers and sellers in the principal (or most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result, Cesca may be required to value assets at fair value measures that do not reflect Cesca’s intended use of those assets. Many of these fair value measurements can be highly subjective and it is also possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. The accompanying unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with ASC 805, with Marvell as the accounting acquirer, using the fair value concepts defined in ASC Topic 820, Fair Value Measurement, and based on the historical consolidated financial statements of Marvell and Cavium. Under ASC 805, all assets acquired and liabilities assumed in a business combination are presented recognized and measured at their assumed acquisition date fair value, while transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of merger consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. Acquired in-process research and development (“IPR&D”) is recorded at fair value as an indefinite-lived intangible asset at the assumed merger date until completion or abandonment of the associated research and development efforts. Upon completion of development, acquired IPR&D assets are considered amortizable, finite-lived assets. The allocation of the purchase consideration for illustrative purposes only the Merger depends upon certain estimates and do assumptions, all of which are preliminary. The allocation of the purchase consideration has been made for the purpose of developing the unaudited pro forma condensed combined financial information. A final determination of fair values of assets acquired and liabilities assumed relating to the acquisition could differ materially from the preliminary allocation of purchase consideration. This final valuation will be based on the actual net tangible and intangible assets of Cavium existing at the acquisition date. The final valuation may materially change the allocation of purchase consideration, which could materially affect the fair values assigned to the assets and liabilities and could result in a material change to the unaudited pro forma condensed combined financial information. The pro forma adjustments represent Marvell management’s best estimates and are based upon currently available information and certain assumptions that Marvell believes are reasonable under the circumstances. Marvell is not reflect the costs aware of any integration activities or benefits material transactions between Marvell and Cavium (prior to the announcement of the Merger) during the periods presented, hence adjustments to eliminate transactions between Marvell and Cavium have not been reflected in the unaudited pro forma condensed combined financial information. Upon completion of the Merger, Marvell will perform a comprehensive review of Cavium’s accounting policies. As a result of the review, Marvell may identify additional differences between the accounting policies of the two companies, which when conformed, could have a material impact on the unaudited pro forma condensed combined financial information. Based on a preliminary analysis, Marvell did not identify any differences that may result from realization of operating synergies expected to result from would have a material impact on the acquisitionunaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information assumes there are no differences in accounting policies. The unaudited pro forma condensed combined balance sheet financial information presented is presented as for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the Transaction Merger and Financing Transactions had occurred been completed on June 30the dates indicated, 2017nor is it indicative of future operating results or financial position. The unaudited pro forma condensed combined statement financial information does not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve as a result of the Merger, the costs to integrate the operations for of Marvell and Cavium or the fiscal year ended June 30costs necessary to achieve these cost savings, 2017 is presented as if the Transaction had occurred on July 1, 2016operating synergies and revenue enhancements.

Basis of Presentation. The acquisition accompanying unaudited pro forma condensed combined financial information was prepared based on the historical financial statements of SynGen was Ring and the historical consolidated financial statements of Stronghold. The Stronghold Acquisition has been accounted for as an asset acquisition in accordance with ASC 805. The fair value of the acquisition method consideration paid by Ring and allocation of accounting that amount to the underlying assets acquired, on a relative fair value basis, will be recorded on Ring’s books as of the date of the closing of the Stronghold Acquisition. Additionally, costs directly related to the Stronghold Acquisition are capitalized as a component of the purchase price. The Unaudited Pro Forma Condensed Combined Statements of Operations for business combinations with Cesca the Six Months Ended June 30, 2022 and the Year Ended December 31, 2021 were prepared assuming the Stronghold Acquisition occurred on January 1, 2021. The Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2022 was prepared as if the accounting acquirerStronghold Acquisition had occurred on June 30, 2022. The unaudited pro forma condensed combined financial statements were based on information and related notes are presented for illustrative purposes only. If the historical financial statements of Cesca Stronghold Acquisition and SynGen after giving effect to other transactions contemplated herein had occurred in the cash payment and the stock issued by ThermoGenesis to consummate the acquisition, as well as certain reclassifications, pro forma adjustments and adjustments to remove certain excluded assets and liabilities of SynGen which Cesca did not acquire under the Asset Acquisition Agreement. SynGen’s historical statements represent the unaudited financial statements for the six month period ended December 31, 2016 and the six month period ended June 30, 2017. In accordance with the acquisition method of accounting for business combinationspast, the assets acquired were recorded as of the completion of the Transaction, at their respective estimated preliminary fair values, and added to Company’s operating results might have been materially different from those of Cesca. The excess purchase consideration over the fair values of assets acquired was recorded as goodwill. The accounting standards define the term “fair value” as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurements date.” Market participants are assumed to be buyers and sellers presented in the principal (or most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result, Cesca may be required to value assets at fair value measures that do not reflect Cesca’s intended use of those assets. Many of these fair value measurements can be highly subjective and it is also possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. The accompanying unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not reflect the costs of any integration activities or benefits that may result from realization of operating synergies expected to result from the acquisitioninformation. The unaudited pro forma condensed combined balance sheet is presented financial information should not be relied upon as an indication of operating results that the Company would have achieved if the Transaction Stronghold Acquisition and other transactions contemplated herein had occurred taken place on June 30the specified date. In addition, 2017. The future results may vary significantly from the results reflected in the unaudited pro forma condensed combined financial statement of operations for and should not be relied upon as an indication of the fiscal year ended June 30future results the Company will have after the contemplation of the Stronghold Acquisition and the other transactions contemplated by these unaudited pro forma condensed combined financial information. In Ring’s opinion, 2017 is presented as if all adjustments that are necessary to present fairly the Transaction had occurred on July 1, 2016unaudited pro forma condensed combined financial information have been made.

Basis of Presentation. The acquisition of SynGen was accounted for in accordance with following unaudited pro forma condensed combined financial statements (the acquisition method of accounting for business combinations with Cesca as “Pro Forma Financial Statements”) give effect to the accounting acquirerAcquisition. The unaudited pro forma condensed combined financial statements were based on the historical financial statements of Cesca and SynGen after giving effect to operations for the cash payment nine months ended September 30, 2021 and the stock issued by ThermoGenesis to consummate the acquisition, as well as certain reclassifications, pro forma adjustments and adjustments to remove certain excluded assets and liabilities of SynGen which Cesca did not acquire under the Asset Acquisition Agreement. SynGen’s historical statements represent the unaudited financial statements for the six month period year ended December 31, 2016 and the six month period ended June 30, 2017. In accordance with the acquisition method of accounting for business combinations, the assets acquired were recorded as of the completion of the Transaction, at their respective estimated preliminary fair values, and added to those of Cesca. The excess purchase consideration over the fair values of assets acquired was recorded as goodwill. The accounting standards define the term “fair value” as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurements date.” Market participants are assumed to be buyers and sellers in the principal (or most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result, Cesca may be required to value assets at fair value measures that do not reflect Cesca’s intended use of those assets. Many of these fair value measurements can be highly subjective and it is also possible that other professionals, applying reasonable judgment 2020 give effect to the same facts and circumstancesAcquisition as if it had occurred on January 1, could develop and support a range of alternative estimated amounts. The accompanying unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not reflect the costs of any integration activities or benefits that may result from realization of operating synergies expected to result from the acquisition2020. The unaudited pro forma condensed combined balance sheet is presented as of September 30, 2021 gives effect to the Acquisition as if the Transaction it had occurred on June September 30, 20172021. While the Pro Forma Financial Statements are helpful in showing the financial characteristics of the consolidated companies, it is not intended to show how the consolidated companies would have actually performed if the events described above had in fact occurred on the dates acquired or to project the results of operations or financial position for any future date or period. We have included in the Pro Forma Financial Statements all adjustments, consisting of normal recurring adjustments, necessary of a fair presentation of the operating results in the historical periods. We believe that the assumptions utilized to prepare the pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions and that the Pro Forma Financial Statements are factually supportable, give appropriate effect to the impact of the events that are directly attributable to the transactions, and reflect those items expected to have a continuing impact on our financial condition. The unaudited pro forma information has been prepared using the acquisition method of accounting in accordance with accounting principles generally accepted in the United States of America. Under the acquisition method of accounting, the Acquisition is accounted for by recognizing the acquired assets, including separately identifiable intangible assets, and assumed liabilities at their acquisition-date fair values. Any excess of the purchase consideration over the acquisition-date fair values of these identifiable assets and liabilities is recognized as goodwill. The pro forma adjustments are based upon the assumptions and information available at the time of the preparation of this Form 8-K/A and may be subject to change. The Company will finalize the acquisition accounting within the required measurement period. Differences between these estimates of fair value and the final acquisition accounting may occur, and those differences could have a material impact on the pro forma information and the combined company’s future results of operations and financial position. At the time of the filing of this Form 8-K/A, the Company does not expect material changes to the assets acquired or liabilities assumed, with the exception of deferred tax assets and liabilities which were valued using preliminary assumptions. The Pro Forma Financial Statements should be read in conjunction with our historical consolidated financial statements and the notes thereto of CBAT and Zhejiang Hitrans included in our 2020 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 13, 2021 and our Form 8-K filed with the SEC on March 17, 2022. Apart from those transactions listed in Note 5 and Note 6, there were no other material transactions between the Company and Zhejiang Hitrans during the periods presented in the Pro Forma Financial Statements that would need to be eliminated. In addition, the Pro Forma Financial Statements do not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve and realize as a result of the Acquisition, the costs to integrate the operations of the Company and Zhejiang Hitrans, or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. The following table sets for the pro forma unaudited condensed combined balance sheet as of September 30, 2021. Cash and cash equivalents 1,993,531 1,108,050 3,101,581 Pledged deposits 15,552,996 1,916,605 17,469,601 Debt products - 1,706,326 1,706,326 Trade and bills receivable, net 22,231,442 37,986,532 60,217,974 Inventories 9,249,455 11,792,548 21,042,003 Prepayments and other receivables 9,715,578 1,889,687 (155,957) 11,449,308 Amount due from related party - 62,048 62,048 Amount due from trustee - 1,240,964 5(a) (1,240,964 ) - Income tax recoverable - 46,519 46,519 Investment in sales-type lease, net 838,649 - 838,649 Total current assets 59,581,651 57,749,279 115,934,009 Property, plant and equipment, net 42,050,589 18,312,476 5(b) 1,523,808 61,886,873 Construction in progress 49,246,115 1,838,569 51,084,684 Non-marketable equity securities 702,807 - 702,807 Hitrans loan 20,326,775 - (3,019,821 )5(a) (17,306,954 ) - Deposit paid for acquisition of a subsidiary 6,404,435 - 5(a) (6,404,435 ) - Payment to trustee 1,944,683 - 5(c) (1,481,126 ) 463,557 Lease assets - finance lease - 1,484,178 1,484,178 Operating lease right-of-use assets, net 1,981,422 53,376 2,034,798 Prepaid land use right- non current 7,465,426 6,215,059 5(b) 6,834 13,687,319 Intangible assets, net 21,418 829,308 5(b) 1,148,414 1,999,140 Investment in sales-type lease, net 980,731 - 980,731 Amount due from related party, non current - 124,097 124,097 Goodwill - - 5(b) 1,709,399 1,709,399 Deferred tax assets - 1,564,720 1,564,720 Total assets 190,706,052 88,171,062 253,656,312 Trade and bills payable 21,050,320 35,699,153 56,749,473 Other short-term loans 680,563 - 680,563 Accrued expenses and other payables 15,796,594 1,454,689 (155,957) 5(b) 463,980 17,559,306 Dividend payable - 2,656,664 5(d) (1,304,601) 1,352,063 Amount due to shareholder and CBAT - 20,326,898 (3,019,821 ) 17,307,077 Payables to former subsidiaries, net 361,874 - 361,874 Deferred government grants, current 153,402 286,973 440,375 Product warranty provisions 124,670 - 124,670 Operating lease liability, current 753,404 - 753,404 Warrants liability 10,474,000 - 10,474,000 Total current liabilities 49,394,827 60,424,377 105,802,805 Deferred government grants, non-current 8,833,848 - 8,833,848 Deferred tax liabilities - - 5(b) 325,346 325,346 Operating lease liability 801,266 - 801,266 Product warranty provision 1,873,626 - 1,873,626 Long term tax payable 7,606,677 - 7,606,677 Total liabilities 68,510,244 60,424,377 125,243,568 Commitments and contingencies Common stock 88,555 4,289,924 5(c) (4,289,924 ) 88,555 Donated shares 14,101,689 - 14,101,689 Additional paid-in capital 241,232,244 25,262,444 5(c) (25,262,444 ) 241,232,244 Statutory reserves 1,230,511 266,308 5(c) (266,308 ) 1,230,511 Accumulated deficit (131,654,694 ) (2,572,446 ) 5(c) (1,481,126 ) (132,951,657 ) 5(c) 2,925,064 5(c) (352,618 ) 5(c) 184,163 Accumulated other comprehensive income 1,240,354 476,196 5(c) (644,749 ) 1,240,354 5(c) 168,553 Less: Treasury shares (4,066,610) - (4,066,610 ) Total shareholders’ equities 122,172,049 27,722,426 120,875,086 Non-controlling interests 23,759 24,259 5(c) (24,161) 7,537,658 5(b) 7,513,899 5(c) (98 ) Total of equities 122,195,808 27,746,685 128,412,744 Total liabilities and shareholders’ equity $ 190,706,052 $ 88,171,062 $ 253,656,312 The following table sets forth the pro forma unaudited condensed combined statement of operations for the fiscal year ended June December 31, 2020. Net revenues $ 37,566,152 $ 84,484,272 (12,396,483 ) $ 109,653,941 Cost of revenues (34,852,132 ) (77,704,570 ) 12,396,483 6 (a) (661,114 ) (100,821,333 ) Gross profit 2,714,020 6,779,702 8,832,608 Operating expenses: Research and development expenses 1,678,895 4,126,935 5,805,830 Sales and marketing expenses 701,404 752,838 1,454,242 General and administrative expenses 3,745,676 2,378,922 6,124,598 Impairment charge on property, plant and equipment 4,345,811 - 4,345,811 Provision for doubtful accounts 721,737 737,896 1,459,633 Total operating expenses 11,193,523 7,996,591 19,190,114 Operating loss (8,479,503 ) (1,216,889 ) (10,357,506 ) Finance (expenses) income, net (1,399,095 ) 170,453 (1,228,642 ) Other (expenses) income, net (40,170 ) 676,574 636,404 Changes in fair value of warrants liability 2,072,000 - 2,072,000 Loss before income tax (7,846,768 ) (369,862 ) (8,877,744 ) Income tax credit - 386,639 6 (c) (99,167 ) 287,472 Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Less: Net loss (income) attributable to non-controlling interests 39,870 21 6 (a)(c) (137,285 ) (97,394 ) Net loss (income) attributable to shareholders of CBAK Energy Technology, Inc. $ (7,806,898 ) $ 16,798 $ (8,687,666 ) Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Other comprehensive income (loss) – Foreign currency translation adjustment 1,499,949 1,519,280 3,019,229 Comprehensive (loss) income (6,346,819 ) 1,536,057 (5,571,043 ) Less: Comprehensive loss attributable to non-controlling interests 45,042 1,638 46,680 Comprehensive (loss) income attributable to CBAK Energy Technology, Inc. (6,301,777 ) 1,537,695 (5,524,363 ) Loss per share – Basic and diluted (0.13 ) (0.14 ) Weighted average number of shares of common stock: – Basic and diluted 61,992,386 61,992,386 The following table sets forth the pro forma unaudited condensed combined statement of operations for the nine months ended September 30, 2017 is presented as if 2021. Net revenues $ 24,867,393 $ 97,875,308 (1,360,655 ) $ 121,382,046 Cost of revenues (20,798,931 ) (86,911,922 ) 1,360,655 6 (a) (495,836 ) (106,846,034 ) Gross profit 4,068,462 10,963,386 14,536,012 Operating expenses: Research and development expenses 3,344,817 3,773,359 7,118,176 Sales and marketing expenses 1,262,999 626,422 1,889,421 General and administrative expenses 5,823,560 2,334,094 6 (b) (197,356 ) 7,960,298 Provision for doubtful accounts (437,475 ) - (437,475 ) Total operating expenses 9,993,901 6,733,875 16,530,420 Operating (loss) profit (5,925,439 ) 4,229,511 (1,994,408 ) Finance income (expenses), net 174,442 (162,141 ) 12,301 Other income, net 1,619,194 27,670 1,646,864 Impairment of non-marketable equity securities (690,585 ) - (690,585 ) Change in fair value of warrants 57,174,000 - 57,174,000 Income before income tax 52,351,612 4,095,040 56,148,172 Income tax expense - (269,630 ) 6 (c) 74,376 (195,254 ) Net income 52,351,612 3,825,410 55,952,918 Less: Net income attributable to non-controlling interests (21,995 ) (36 ) 6 (a)(c) (102,963 ) (124,994 ) Net income attributable to shareholders of CBAK Energy Technology, Inc. $ 52,329,617 $ 3,825,374 $ 55,827,924 Other comprehensive income (loss) Net loss 52,351,612 3,825,410 55,952,918 – Foreign currency translation adjustment 1,473,992 315,156 1,789,148 Comprehensive income 53,825,604 4,140,566 57,742,066 Less: Comprehensive (income) loss attributable to non-controlling interests (16,024 ) 684 (15,340 ) Comprehensive income attributable to CBAK Energy Technology, Inc. $ 53,809,580 $ 4,141,250 $ 57,726,726 Income per share – Basic $ 0.60 $ 0.64 – Diluted $ 0.60 $ 0.64 Weighted average number of shares of common stock: – Basic 87,043,490 87,043,490 – Diluted 87,349,010 87,349,010 The accompanying notes are an integral part of the Transaction had occurred on July 1, 2016Pro Forma Financial Statements.

Basis of Presentation. The acquisition accompanying unaudited pro forma condensed combined statement of SynGen operations was prepared based on the historical financial statements of Hallador and the historical carve-out financial statements of the Merom Station. The Merom Station Acquisition was accounted for as an asset acquisition in accordance with ASC 805. Presented in the unaudited pro forma condensed combined statement of operations is the impact of the Merom Station Acquisition. Certain acquisition method adjustments have been made in order to show the effects of accounting the Merom Station Acquisition in the unaudited pro forma condensed combined statement of operations. Financial results for business combinations with Cesca the period October 1, 2022 through the Merom Station Acquisition date of October 21, 2022, have been excluded as such amounts were not deemed material to the accounting acquirerunaudited pro forma condensed combined statement of operations taken as a whole. The unaudited pro forma condensed combined financial statements were based on statement of operations and related notes are presented for illustrative purposes only. If the historical financial statements of Cesca Merom Station Acquisition and SynGen after giving effect to other transactions contemplated herein had occurred in the cash payment and the stock issued by ThermoGenesis to consummate the acquisition, as well as certain reclassifications, pro forma adjustments and adjustments to remove certain excluded assets and liabilities of SynGen which Cesca did not acquire under the Asset Acquisition Agreement. SynGen’s historical statements represent the unaudited financial statements for the six month period ended December 31, 2016 and the six month period ended June 30, 2017. In accordance with the acquisition method of accounting for business combinationspast, the assets acquired were recorded as of the completion of the Transaction, at their respective estimated preliminary fair values, and added to Company’s operating results might have been materially different from those of Cesca. The excess purchase consideration over the fair values of assets acquired was recorded as goodwill. The accounting standards define the term “fair value” as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurements date.” Market participants are assumed to be buyers and sellers presented in the principal (or most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result, Cesca may be required to value assets at fair value measures that do not reflect Cesca’s intended use of those assets. Many of these fair value measurements can be highly subjective and it is also possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. The accompanying unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not reflect the costs statement of any integration activities or benefits that may result from realization of operating synergies expected to result from the acquisitionoperations. The unaudited pro forma condensed combined balance sheet is presented statement of operations should not be relied upon as an indication of operating results that the Company would have achieved if the Transaction Merom Station Acquisition and other transactions contemplated herein had occurred taken place on June 30the specified date. In addition, 2017future results may vary significantly from the results reflected in the unaudited pro forma condensed combined statement of operations and should not be relied upon as an indication of the future results the Company. The unaudited pro forma condensed combined statement of operations does not reflect the benefits of potential cost savings or the costs that may be necessary to achieve such savings, opportunities to increase revenue generation or other factors that may result from the Merom Station Acquisition and, accordingly, does not attempt to predict or suggest future results. In addition, Xxxxxxxx did not include a transaction accounting adjustment for ASC 842, Leases, for the Merom Station as the adoption of this standard is not expected to be material. In Hallador’s opinion, all adjustments that are necessary to present fairly the unaudited pro forma condensed combined statement of operations have been made. The unaudited pro forma condensed combined statement of operations for the fiscal year ended June 30December 31, 2017 is presented as if 2022 was prepared assuming the Transaction had Merom Station Acquisition occurred on July January 1, 20162022.

Basis of Presentation. The acquisition of SynGen was accounted for in accordance with the acquisition method of accounting for business combinations with Cesca as the accounting acquirer. The unaudited accompanying pro forma condensed statements are based on our historical consolidated financial statements and the acquired businesses’ historical combined financial statements were based on the historical financial statements of Cesca and SynGen after giving as adjusted to give effect to the cash payment acquisition of the acquired businesses and the stock issued by ThermoGenesis to consummate the acquisition, as well as certain reclassifications, pro forma adjustments and adjustments to remove certain excluded assets and liabilities of SynGen which Cesca did not acquire under the Asset Acquisition Agreement. SynGen’s historical statements represent the unaudited financial statements for the six month period ended December 31, 2016 and the six month period ended June 30, 2017. In accordance with the acquisition method of accounting for business combinations, the assets acquired were recorded as of the completion of the Transaction, at their respective estimated preliminary fair values, and added to those of Cesca. The excess purchase consideration over the fair values of assets acquired was recorded as goodwill. The accounting standards define the term “fair value” as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurements date.” Market participants are assumed to be buyers and sellers in the principal (or most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result, Cesca may be required to value assets at fair value measures that do not reflect Cesca’s intended use of those assets. Many of these fair value measurements can be highly subjective and it is also possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. The accompanying unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not reflect the costs of any integration activities or benefits that may result from realization of operating synergies expected to result from the acquisitionrelated financing transaction. The unaudited pro forma condensed combined balance sheet is presented as if the Transaction had occurred assumes this acquisition was consummated on June 30August 31, 20172018. The unaudited pro forma condensed combined statement of operations for earnings assumes the fiscal year ended June 30, 2017 is presented as if the Transaction had occurred acquisition was consummated on July September 1, 20162017. The Company has adjusted the historical consolidated financial statements in the pro forma financial statements to give effect to items that are (1) directly attributable to the pro forma transactions, (2) factually supportable, and (3) with respect to the statements of earnings, expected to have a continuing impact on the combined results. The pro forma statements do not include all of the information and note disclosures required by accounting principles generally accepted in the United States (“GAAP”). The unaudited pro forma condensed combined statement of earnings does not reflect cost savings expected to be realized from the elimination of certain expenses and synergies expected to be created or the costs to achieve such cost savings or synergies. Such costs may be material and no assurance can be given that cost savings or synergies will be realized. In order to prepare the pro forma statements, CMC performed a preliminary review of the acquired businesses’ accounting policies to identify significant differences. CMC is currently conducting a detailed review of the acquired businesses’ accounting policies to determine if differences in accounting policies require further adjustment or reclassification of the acquired businesses’ results of operations, assets or liabilities to conform to CMC’s accounting policies and classifications. As a result of that review, CMC may identify additional differences between the accounting policies of the two companies that, when conformed, could have a material impact on the pro forma statements. Assumptions and estimates underlying the pro forma adjustments are described in the notes below, which should be read in conjunction with the pro forma statements. Since the pro forma statements have been prepared based on preliminary estimates and assumptions, the final amounts may differ materially from the information presented. These estimates and assumptions are subject to change pending further review of the assets to be acquired and liabilities to be assumed, and as additional information becomes available. Additionally, the final purchase price allocation will be determined after the acquisition is completed and the final amounts recorded may differ materially from the information presented.

Basis of Presentation. The acquisition of SynGen was accounted for in accordance with the acquisition method of accounting for business combinations with Cesca as the accounting acquirer. The unaudited pro forma condensed combined financial statements were based on prepared in accordance with Article 11 of SEC Regulation S-X as amended by the historical financial statements of Cesca final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and SynGen after giving effect to Disposed Businesses.” Release No. 33-10786 replaces the cash payment and the stock issued by ThermoGenesis to consummate the acquisition, as well as certain reclassifications, existing pro forma adjustments and adjustments adjustment criteria with simplified requirements to remove certain excluded assets and liabilities of SynGen which Cesca did not acquire under depict the Asset Acquisition Agreement. SynGen’s historical statements represent the unaudited financial statements accounting for the six month period ended December 31, 2016 transaction (“Transaction Accounting Adjustments”) and present the six month period ended June 30, 2017reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). In accordance with the acquisition method of accounting for business combinations, the assets acquired were recorded as of the completion of the Transaction, at their respective estimated preliminary fair values, XxxXxxx has elected not to present Management’s Adjustments and added to those of Cesca. The excess purchase consideration over the fair values of assets acquired was recorded as goodwill. The accounting standards define the term “fair value” as “the price that would will only be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurements date.” Market participants are assumed to be buyers and sellers presenting Transaction Accounting Adjustments in the principal (or most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result, Cesca may be required to value assets at fair value measures that do not reflect Cesca’s intended use of those assets. Many of these fair value measurements can be highly subjective and it is also possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. The accompanying unaudited pro forma condensed combined financial statements are information. The Transaction Accounting Adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for illustrative purposes only an understanding of the combined company upon consummation of the merger and do not reflect the costs of any integration activities or benefits that may result from realization of operating synergies expected to result from the acquisitionPIPE Investment. The unaudited pro forma condensed combined balance sheet is presented as of December 31, 2020 gives effect to the merger and the PIPE Investment as if the Transaction had they occurred on June 30December 31, 20172020. The unaudited pro forma condensed combined statement of operations for the fiscal year ended June 30December 31, 2017 is presented 2020 gives effect to the merger and the PIPE Investment as if the Transaction had they occurred on July January 1, 20162020. Management has made significant estimates and assumptions in its determination of the pro forma Transaction Accounting Adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these estimates, the final amounts recorded may differ materially from the information presented. The pro forma Transaction Accounting Adjustments reflecting the consummation of the merger and the PIPE Investment are based on certain currently available information and certain assumptions and methodologies that FinServ believes are reasonable under the circumstances. The pro forma Transaction Accounting Adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma Transaction Accounting Adjustments, and it is possible the difference may be material. The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the merger. FinServ and Katapult have not had any historical relationship prior to the merger. Accordingly, no pro forma Transaction Accounting Adjustments were required to eliminate activities between the companies. Amounts are presented in thousands, except for share and per share amounts or as otherwise specified. The unaudited pro forma condensed combined financial information considers two redemption scenarios as follows: • Assuming no redemptions: This scenario assumes that no FinServ public stockholders exercise their redemption rights demanding redemption of their shares of Class A Common Stock for a pro rata portion of the funds in the Trust Account, and thus the full amount held in the Trust Account as of closing is available for the merger; and • Assuming maximum redemptions: This scenario assumes that FinServ public stockholders holding 17,537,289 shares of Class A Common Stock will exercise their redemption rights demanding redemption of their Class A Common Stock for a pro rata portion (approximately $10.05 per share) of the funds in the Trust Account. Under the merger agreement, it is a condition to Katapult’s obligations to close that after giving effect to any redemptions and the PIPE Investment, FinServ has at least $225 million in available distributable cash. This scenario gives effect to redemptions of 17,537,289 share of Class A Common Stock for aggregate redemption payments of $176.2 million using a per-share redemption price of $10.05 (due to investment related gains in the Trust Account). Any payments to FinServ public stockholders for redemptions would have a corresponding decrease on the Cash Consideration paid to the sellers in connection with the merger such that the cash outflows under either redemption scenario are the same. Additionally, any redemptions of shares of Class A Common Stock would have a correlated, but not direct, increase in the Stock Consideration paid to the sellers in connection with the merger. The difference in the relationship between shares redeemed and Stock Consideration issued is a result of the per-share redemption price being $10.05 (due to investment-related gains in the Trust Account) compared to the $10.00 per share assumed in determining the Share Consideration per the merger agreement. Under either scenario, the unaudited pro forma condensed combined financial information would be the same, and as such, the two scenarios have not been presented separately. The unaudited pro forma condensed combined financial information and related notes have been derived from and should be read in conjunction with: • the audited historical financial statements of XxxXxxx as of and for the year ended December 31, 2020, and the related notes thereto, included elsewhere in this proxy statement/prospectus; • the audited historical consolidated financial statements of Katapult as of and for the year ended December 31, 2020, and the related notes thereto, included elsewhere in this proxy statement/prospectus; and • the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of FinServ,” “Management’s Discussion and Analysis of Financial Condition and Results of Operation of Katapult,” and other financial information relating to XxxXxxx and Katapult included elsewhere in this proxy statement/prospectus. The unaudited pro forma condensed combined financial information is for illustrative purposes only and is not necessarily indicative of what the actual results of operations and financial position would have been had the merger and PIPE Investment taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the combined company.