Common use of Basis of Presentation Clause in Contracts

Basis of Presentation. The unaudited pro forma condensed combined balance sheet combines the unaudited consolidated balance sheet of the Company as of March 31, 2011 and the unaudited condensed balance sheet of WHI as of February 28, 2011, and gives effect to the Acquisition as if it had been completed on March 31, 2011, including any adjustments to the fair value of assets and liabilities acquired, in accordance with the acquisition method of accounting. The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2011, combines the unaudited consolidated condensed statement of operations of the Company for the three month period then ended and the unaudited condensed statement of operations of WHI for the three months ended February 28, 2011, and gives effect to the Acquisition as if it had occurred on January 1, 2010. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2010, combines the audited consolidated statement of operations of the Company for the year then ended and the unaudited statement of operations of WHI for the twelve months ended February 28, 2011, and gives effect to the Acquisition as if it had occurred on January 1, 2010. The pro forma adjustments include the application of the acquisition method of accounting under Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 805, Business Combinations (ASC Topic 805). ASC Topic 805 requires, among other things, that identifiable assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date, which is presumed to be the Closing of the Acquisition. The transaction fees for the Acquisition are expensed as incurred and are estimated to be $11.7 million, of which Catalyst has incurred approximately $1.5 million in the three months ended March 31, 2011. The transaction fees that will be incurred after March 31, 2011 have not been included as an adjustment to the unaudited pro forma condensed combined statements of operations as they do not meet the criteria of having a continuing impact, but are reflected as a reduction to cash and retained earnings on the unaudited pro forma condensed combined balance sheet. Under Financial Accounting Standards Board ASC Topic 820, Fair Value Measurements and Disclosures (ASC Topic 820), 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 measurement date. ASC Topic 820 specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measures. This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be unrelated 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. The pro forma adjustments described herein have been developed based on management’s judgment, including estimates relating to the consideration paid and the allocation thereof to the assets acquired and liabilities assumed of WHI based on preliminary estimates of fair value. As valuations of acquired assets and liabilities are in process, and information may become available within the measurement period which indicates a potential change to these valuations, the purchase price allocation may be subject to adjustment. Pursuant to the Purchase Agreement, Walgreens and the Company entered into a transition services agreement (“TSA”) as of the Closing. Under the TSA, Walgreens will continue to provide certain services to WHI, including information technology support, call center support, finance support, real estate leasing and other supporting functions to assist us in facilitating the transactions contemplated by the Acquisition. No pro forma adjustment has been made for the TSA. No pro forma adjustments have been included with respect to the PBM Agreement. We do not believe appropriate assumptions could be made to estimate a reasonable pro forma adjustment for the PBM Agreement. The PBM Agreement reflects new pricing arrangements between Walgreens and WHI. As a result of the Acquisition, the terms of WHI’s existing supply chain contracts may also be different; contracting may be optimized by leveraging Catalyst’s existing pharmacy and rebate agreements; and Catalyst may benefit from additional economies of scale. Accordingly, no pro forma adjustments have been included with respect to the PBM Agreement. The pro forma financial statements are provided for illustrative purposes only and do not purport to represent what our actual consolidated results of operations or consolidated financial position would have been had the Acquisition occurred on the dates assumed, nor are they necessarily indicative of our future consolidated results of operations or consolidated financial position. The pro forma financial statements do not reflect (i) any cost savings from potential operating efficiencies, potential changes to pharmacy network and rebate contracting or any other potential synergies; (ii) any adjustment for the new pricing arrangements pursuant to the terms of the new PBM Agreement; or (iii) any incremental costs which may be incurred in connection with integrating WHI.

Basis of Presentation. The accompanying unaudited pro forma condensed combined balance sheet combines financial statements are prepared from the unaudited historical consolidated balance sheet financial statements of the Company as of March 31, 2011 ADES and the unaudited condensed balance sheet of WHI as of February 28, 2011, and gives Arq Ltd. after giving effect to the Acquisition Transactions and assumptions, reclassifications and adjustments as if it had been completed on March 31, 2011, including any adjustments to described in the fair value of assets and liabilities acquired, in accordance with the acquisition method of accountingaccompanying notes. The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2011, combines the unaudited consolidated condensed statement of operations of the Company for the three month period then ended balance sheet and the unaudited condensed statement combined pro forma statements of operations of WHI for the three months ended February 28, 2011, and gives give effect to the Acquisition Transactions as if it they had occurred on September 30, 2022 and January 1, 20102021, respectively. The historical annual audited consolidated financial statements and interim unaudited condensed consolidated financial statements of ADES are prepared in accordance with U.S. GAAP and the historical annual audited consolidated financial statements and interim unaudited condensed consolidated financial statements of Arq Ltd. are prepared in accordance with IFRS. The unaudited pro forma condensed financial statements do not necessarily reflect what the combined statement company’s financial condition or results of operations would have been had the Transactions occurred on the dates indicated and also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. Included in Revenues and Operating income for the year ended December 31, 20102021 are License royalties, combines related party in the audited consolidated amount of $14.4 million which will not recur in ADES’ statement of operations beyond 12 months after the effective date of the Company Transactions. Also included in Operating income for the nine months ended September 30, 2022 and for the year then ended December 31, 2021 are Earnings from equity method investments of $3.2 million and the unaudited $68.7 million, respectively, which will not recur in ADES’s statement of operations beyond 12 months after the effective date of WHI the Transactions. ADES has accounted for the twelve months ended February 28Transactions under the acquisition method, 2011which requires recognizing and measuring the identifiable assets acquired and the liabilities assumed at fair value. Accordingly, ADES has used its best estimates and gives effect assumptions to assign fair value to the tangible assets acquired, identifiable intangible asset(s) and liabilities assumed as of the Acquisition as if it had occurred on January 1, 2010Date. The pro forma adjustments include the application value of the acquisition method Purchase Consideration is based on the estimated fair value of accounting under Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 805Preferred Shares, Business Combinations (ASC Topic 805)as determined by a third party valuation firm, the closing price per share of Common Stock and the Contingent Consideration. ASC Topic 805 requiresAll values were determined as of the Acquisition Date. The fair values assigned to Xxx’s tangible and identifiable intangible assets acquired and liabilities assumed, among other thingsas described in Note 4, that identifiable are based on management’s estimates and assumptions. ADES has estimated the fair value of Arq’s assets acquired and liabilities assumed be recognized at their based on discussions with Arq’s management, preliminary valuation studies, due diligence and information presented in Arq Ltd.’s historical audited and unaudited financial statements. The estimated fair values as of the acquisition date, which is presumed to be the Closing of the Acquisition. The transaction fees for the Acquisition are expensed as incurred and are estimated to be $11.7 million, of which Catalyst has incurred approximately $1.5 million in the three months ended March 31, 2011. The transaction fees that will be incurred after March 31, 2011 have not been included as an adjustment to the unaudited pro forma condensed combined statements of operations as they do not meet the criteria of having a continuing impact, but are reflected as a reduction to cash and retained earnings on the unaudited pro forma condensed combined balance sheet. Under Financial Accounting Standards Board ASC Topic 820, Fair Value Measurements and Disclosures (ASC Topic 820), 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 measurement date. ASC Topic 820 specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measures. This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be unrelated 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. The pro forma adjustments described herein have been developed based on management’s judgment, including estimates relating to the consideration paid and the allocation thereof to the assets acquired and liabilities assumed of WHI based on are considered preliminary and represent management's best estimates of fair valuevalue and may be revised as additional information is received. As valuations of acquired assets and liabilities are in process, and information may become available within the measurement period which indicates a potential change to these valuationsThus, the purchase price allocation may be provisional measurements of fair value are subject to adjustmentchange. Pursuant to the Purchase Agreement, Walgreens and the Company entered into a transition services agreement (“TSA”) as of the Closing. Under the TSA, Walgreens will continue to provide certain services to WHI, including information technology support, call center support, finance support, real estate leasing and other supporting functions to assist us in facilitating the transactions contemplated by the Acquisition. No pro forma adjustment has been made for the TSA. No pro forma The Transaction Accounting adjustments have been included with respect to the PBM Agreement. We do not believe appropriate assumptions could be made to estimate a reasonable pro forma adjustment solely for the PBM Agreement. The PBM Agreement reflects new pricing arrangements between Walgreens and WHI. As a result purpose of providing the Acquisition, the terms of WHI’s existing supply chain contracts may also be different; contracting may be optimized by leveraging Catalyst’s existing pharmacy and rebate agreements; and Catalyst may benefit from additional economies of scale. Accordingly, no pro forma adjustments have been included with respect to the PBM Agreement. The unaudited pro forma financial statements are provided for illustrative purposes only and do not purport to represent what our actual consolidated results of operations or consolidated financial position would have been had the Acquisition occurred on the dates assumed, nor are they necessarily indicative of our future consolidated results of operations or consolidated financial position. The pro forma financial statements do not reflect (i) any cost savings from potential operating efficiencies, potential changes to pharmacy network and rebate contracting or any other potential synergies; (ii) any adjustment for the new pricing arrangements pursuant to the terms of the new PBM Agreement; or (iii) any incremental costs which may be incurred in connection with integrating WHIinformation presented herein.

Basis of Presentation. The unaudited pro forma condensed combined balance sheet combines the unaudited consolidated balance sheet of the Company Merger will be accounted for as of March 31, 2011 and the unaudited condensed balance sheet of WHI as of February 28, 2011, and gives effect to the Acquisition as if it had been completed on March 31, 2011, including any adjustments to the fair value of assets and liabilities acquired, in accordance with the acquisition method of accounting. The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2011, combines the unaudited consolidated condensed statement of operations of the Company for the three month period then ended and the unaudited condensed statement of operations of WHI for the three months ended February 28, 2011, and gives effect to the Acquisition as if it had occurred on January 1, 2010. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2010, combines the audited consolidated statement of operations of the Company for the year then ended and the unaudited statement of operations of WHI for the twelve months ended February 28, 2011, and gives effect to the Acquisition as if it had occurred on January 1, 2010. The pro forma adjustments include the application of a business combination at consolidation using the acquisition method of accounting under Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 805the provisions of IFRS 3, Business Combinations (ASC Topic 805“IFRS 3”) with YIT determined as the acquirer of Lemminkäinen. The acquisition method of accounting applies the fair value concepts defined in IFRS 13, Fair Value Measurement (“IFRS 13”). ASC Topic 805 , and requires, among other things, that the identifiable assets acquired and liabilities assumed be recognized in a business combination are recognised at their fair values as of the acquisition date, which is presumed to be the Closing with any excess of the Acquisitionpurchase consideration over the fair value of identifiable net assets acquired recognised as goodwill. The transaction fees purchase price calculation presented herein has been made solely for the Acquisition are expensed purpose of preparing this Unaudited Pro Forma Financial Information. The Unaudited Pro Forma Financial Information has been prepared in accordance with the Annex II to the Commission Regulation (EU) No 809/2004, as incurred amended and are estimated to be $11.7 millionon a basis consistent with the accounting principles applied by YIT in its consolidated financial statements. The Unaudited Pro Forma Financial Information has not been compiled in accordance with Article 11 of Regulation S-X under the Securities Act or the guidelines established by the American Institute of Certified Public Accountants. The Unaudited Pro Forma Financial Information is derived from (a) the audited consolidated financial statements of YIT for the year ended December 31, 2016 (b) the unaudited half-year financial report of which Catalyst has incurred approximately $1.5 million in YIT as at and for the three six months ended March June 30, 2017 (c) the audited consolidated financial statements of Lemminkäinen for the year ended December 31, 20112016 and (d) the unaudited half-year financial report of Lemminkäinen as at and for the six months ended June 30, 2017. In the following tables this information is labelled as “historical”. The transaction fees that will be incurred after March 31, 2011 have not been included as an adjustment to the unaudited pro forma condensed combined statement of financial position as at June 30, 2017 gives effect to the Merger as if it had occurred on that date. The unaudited pro forma combined statements of operations income for the six months ended June 30, 2017 and for the year ended December 31, 2016 give effect to the Merger as they do not meet the criteria of having a continuing impactif it had occurred on January 1, but are reflected as a reduction 2016. The Unaudited Pro Forma Financial Information reflects adjustments to cash and retained earnings on the unaudited historical financial information to give pro forma condensed combined balance sheet. Under Financial Accounting Standards Board ASC Topic 820, Fair Value Measurements effect to events that are directly attributable to the Merger and Disclosures (ASC Topic 820), 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 measurement date. ASC Topic 820 specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measures. This is an exit price concept for the valuation of the asset or liability. In addition, market participants which are assumed to be unrelated 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 participantsfactually supportable. The pro forma adjustments described herein Unaudited Pro Forma Financial Information and explanatory notes present how YIT’s statements of income and statement of financial position may have appeared had the businesses actually been developed based on managementcombined and had YIT’s judgment, including estimates relating to capital structure reflected the consideration paid and the allocation thereof to the assets acquired and liabilities assumed of WHI based on preliminary estimates of fair value. As valuations of acquired assets and liabilities are in process, and information may become available within the measurement period which indicates a potential change to these valuations, the purchase price allocation may be subject to adjustment. Pursuant to the Purchase Agreement, Walgreens and the Company entered into a transition services agreement (“TSA”) Merger as of the Closingdates noted above. Under YIT has performed a preliminary alignment of Lemminkäinen’s accounting policies to ensure comparability in the TSAUnaudited Pro Forma Financial Information. Based on the information available at this time, Walgreens will continue to provide YIT is not aware of any accounting policy differences that could have a material impact on the Unaudited Pro Forma Financial Information. However, certain services to WHI, including information technology support, call center support, finance support, real estate leasing and other supporting functions to assist us in facilitating the transactions contemplated by the Acquisition. No pro forma adjustment has reclassifications have been made for the TSA. No pro forma adjustments have been included to amounts reflected in Lemminkäinen’s historical financial information to align with respect YIT’s presentation as described further in Note 1 to the PBM AgreementUnaudited Pro Forma Financial Information. We do not believe appropriate assumptions could be made to estimate Upon the completion of the Merger, YIT will conduct a reasonable pro forma adjustment for the PBM Agreement. The PBM Agreement reflects new pricing arrangements between Walgreens detailed review of Lemminkäinen’s accounting policies and WHIestimates applied. As a result of that review, YIT may identify additional accounting policy differences between the Acquisitiontwo companies that, when conformed, could have further impact on the Combined Company’s financial information. Also, the terms accounting policies to be applied by the Combined Company in the future may differ from the accounting policies applied in the Unaudited Pro Forma Financial Information. The Unaudited Pro Forma Financial Information reflects the application of WHI’s existing supply chain contracts may also be different; contracting may be optimized by leveraging Catalyst’s existing pharmacy and rebate agreements; and Catalyst may benefit from additional economies of scale. Accordingly, no pro forma adjustments have been included with respect that are preliminary and which are based upon available information and certain assumptions, described in the accompanying notes to the PBM AgreementUnaudited Pro Forma Financial Information below and, that management believes are reasonable under the circumstances. Actual results of the Merger may materially differ from the assumptions used in the Unaudited Pro Forma Financial Information. The pro forma financial statements are provided Unaudited Pro Forma Financial Information has been prepared by management for illustrative purposes only and, because of its nature, it addresses a hypothetical situation, and do therefore does not purport represent the actual financial position or results of the YIT’s operations that would have been realised had the Merger occurred as of the dates indicated, nor is it meant to represent what our actual consolidated be indicative of any anticipated financial position or future results of operations or consolidated financial position would have been had that YIT may experience going forward. In addition, the Acquisition occurred on the dates assumed, nor are they necessarily indicative of our future consolidated results of operations or consolidated financial position. The accompanying unaudited pro forma financial statements combined statement of income do not reflect (i) any expected cost savings from potential operating efficienciessavings, potential changes synergy benefits or future integration costs that are expected to pharmacy network and rebate contracting be generated or any other potential synergies; (ii) any adjustment for the new pricing arrangements pursuant to the terms of the new PBM Agreement; or (iii) any incremental costs which may be incurred as a result of the Merger. All amounts presented are in connection with integrating WHImillions of euros unless otherwise noted. The Unaudited Pro Forma Financial Information set forth herein has been rounded. Accordingly, in certain instances, the sum of the numbers in a column or row may not conform exactly to the total amount given for that column or row. 107 Unaudited Pro Forma Combined Statement of Financial Position as at June 30, 2017 (EUR in millions) YIT historical Lemminkäinen historical Merger (Note 2) Combined Company pro forma Assets Non-current assets Property, plant and equipment 55.0 139.1 18.8 212.9 Goodwill 8.1 53.2 327.9 389.2 Other intangible assets 12.3 8.5 51.1 71.9 Investments in associated companies and joint ventures 81.9 4.1 - 86.0 Available-for-sale financial assets 0.4 1.9 - 2.3 Interests-bearing receivables 39.9 - - 39.9 Other receivables 2.6 0.9 1.1 4.5 Deferred tax assets 52.8 33.5 -24.3 62.0 Total non-current assets 253.1 241.2 374.5 868.7 Current assets Inventories 1,701.9 392.1 29.3 2,123.2 Trade and other receivables 219.0 327.5 -1.9 544.5 Income tax receivables 5.3 1.1 - 6.4 Cash and cash equivalents 35.3 56.2 -14.5 77.1 Total current assets 1,961.5 776.9 12.9 2,751.3 Total assets 2,214.5 1,018.0 387.5 3,620.0 Equity and liabilities Total equity attributable to the equity holders of the parent company 533.4 294.3 294.9 1,122.6 Non-controlling interest - 0.0 - 0.0 Total equity 533.4 294.3 294.9 1,122.6 Non-current liabilities Deferred tax liabilities 14.4 9.8 10.8 35.0 Pension obligations 2.1 - - 2.1 Provisions 46.6 19.9 33.3 99.9 Borrowings 268.5 119.2 7.5 395.2 Other liabilities 53.2 0.1 - 53.3 Total non-current liabilities 384.8 149.0 51.6 585.4 Current liabilities Advances received 476.5 170.0 - 646.4 Trade and other payables 402.8 297.7 3.3 703.8 Income tax liabilities 6.1 1.3 - 7.4 Provisions 31.0 11.9 - 42.9 Borrowings 380.0 93.8 37.7 511.5 Total current liabilities 1,296.4 574.7 41.0 1,912.0 Total liabilities 1,681.2 723.7 92.6 2,497.4 Total equity and liabilities 2,214.5 1,018.0 387.5 3,620.0 Refer to accompanying notes to Unaudited Pro Forma Financial Information 108 Unaudited Pro Forma Combined Statement of Income for the six months ended June 30, 2017 (EUR in millions, unless otherwise indicated) YIT historical Lemminkäinen reclassified (Note 1) Merger (Note 2) Note Combined Company pro forma Revenue 961.2 720.5 -2.3 2a 1,679.4 Other operating income 5.0 4.7 - 9.7 Change in inventories of finished goods and work in progress -0.1 17.2 - 17.2 Production for own use 0.4 0.2 - 0.6 Materials and supplies -158.1 -194.1 -5.0 2a -357.2 External services -488.2 -332.8 - -821.0 Personnel expenses -140.1 -139.3 0.3 2a -279.1 Other operating expenses -147.1 -80.4 2.9 2b -224.7 Share of results in associated companies and joint ventures -0.2 -0.7 - -0.9 Depreciation, amortisation and impairment -6.9 -12.8 -6.0 2a -25.8 Operating profit 25.8 -17.4 -10.2 -1.8 Financial income and expenses, total -6.7 -7.9 2.1 2c -12.5 Result before taxes 19.2 -25.4 -8.1 -14.3 Income taxes -4.4 4.4 1.7 1.7 Result for the period 14.8 -21.0 -6.5 -12.6 Attributable to Equity holders of the parent company 14.8 -21.0 -6.5 -12.6 Non-controlling interest - 0.0 - 0.0 Earnings per share for profit attributable to the equity holders of the parent company Basic, EUR 0.12 -0.06 Diluted, EUR 0.12 -0.06 Weighted average number of shares outstanding Basic, thousand shares 125,643 209,519 Diluted, thousand shares 127,549 211,903 Refer to accompanying notes to Unaudited Pro Forma Financial Information 109 Unaudited Pro Forma Combined Statement of Income for the year ended December 31, 2016 (EUR in millions, unless otherwise indicated) YIT historical (audited) Lemminkäinen reclassified (Note 1) Merger (Note 2) Note Combined Company pro forma Revenue 1,678.3 1,719.7 -11.0 2a 3,387.0 Other operating income 12.8 43.6 - 56.5 Change in inventories of finished goods and work in progress 13.0 -31.2 - -18.3 Production for own use 0.3 0.1 - 0.4 Materials and supplies -245.2 -426.2 -3.6 2a -675.0 External services -892.4 -732.8 - -1,625.1 Personnel expenses -250.3 -303.1 -0.0 2a -553.4 Other operating expenses -281.7 -170.9 -12.0 2b -464.6 Share of results in associated companies and joint ventures -0.6 1.5 - 0.8 Depreciation, amortisation and impairment -16.5 -34.5 -12.1 2a -63.1 Operating profit 17.7 66.3 -38.7 45.3 Financial income and expenses, total -20.1 -17.0 2.9 2c -34.3 Result before taxes -2.5 49.2 -35.9 11.0 Income taxes -4.7 -11.2 7.3 -8.6 Result for the period -7.1 38.0 -28.6 2.4 Attributable to Equity holders of the parent company -7.1 38.0 -28.6 2.4 Non-controlling interest - 0.0 - 0.0 Earnings per share for profit attributable to the equity holders of the parent company Basic, EUR -0.06 0.01 Diluted, EUR -0.06 0.01 Weighted average number of shares outstanding Basic, thousand shares 125,577 209,453 Diluted, thousand shares 127,366 211,720 Refer to accompanying notes to Unaudited Pro Forma Financial Information 110 Notes to Unaudited Pro Forma Financial Information Tabular amounts in millions of euros, unless noted otherwise.

Basis of Presentation. The unaudited pro forma condensed combined balance sheet combines the unaudited consolidated balance sheet of the Company as of March 31, 2011 and the unaudited condensed balance sheet of WHI as of February 28, 2011, and gives effect to the Acquisition as if it had been completed on March 31, 2011, including any adjustments to the fair value of assets and liabilities acquired, in accordance with financial statements were prepared using the acquisition method of accounting. The unaudited pro forma condensed combined statement accounting under existing U.S. GAAP standards and are based on our historical consolidated financial statements and financial statements of operations FutureScripts for the three fiscal year ended December 31, 2009 and as of and for the six months ended March 31, 2011, combines the unaudited consolidated condensed statement of operations of the Company for the three month period then ended and the unaudited condensed statement of operations of WHI for the three months ended February 28, 2011, and gives effect to the Acquisition as if it had occurred on January 1June 30, 2010. The unaudited pro forma condensed combined statement of operations for the fiscal year ended December 31, 20102009 and for the six months ended June 30, combines 2010 give effect to the audited consolidated statement of operations Acquisition as if it had occurred on the first day of the Company for the year then ended and the earliest period presented. The unaudited statement pro forma condensed combined balance sheet as of operations of WHI for the twelve months ended February 28June 30, 2011, and 2010 gives effect to the Acquisition as if it had occurred on January 1June 30, 2010. The pro forma adjustments include the application of the acquisition method of accounting under Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 805, Business Combinations (ASC Topic 805). ASC Topic 805 existing U.S. GAAP standards requires, among other things, that identifiable all assets acquired and most liabilities assumed be recognized at their fair values as of the acquisition date, which is presumed to be the Closing of the Acquisition. The transaction fees for the Acquisition are expensed as incurred and are estimated to be $11.7 1.6 million, of which Catalyst has incurred approximately $1.5 0.7 million in the three six months ended March 31June 30, 20112010. The transaction fees that will be incurred after March 31June 30, 2011 2010 have not been included as an adjustment to the unaudited pro forma condensed combined statements statement of operations as they do not meet the criteria of having a continuing impact, but are reflected as a reduction to cash and retained earnings on the unaudited pro forma condensed combined balance sheet. Under Financial Accounting Standards Board ASC Topic 820, Fair Value Measurements and Disclosures (ASC Topic 820), fair value is defined under existing U.S. GAAP standards 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 measurement date. ASC Topic 820 specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measures. .” This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be unrelated buyers and sellers in the principal (or the most advantageous 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 of these standards, we may be required to record assets that we do not intend to use or sell and/or to value assets at fair value measurements that do not reflect our intended use of those assets. Many of these fair value measurements can be highly subjective and it is possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. The pro forma adjustments described herein below have been developed based on management’s judgment, including estimates relating to the consideration paid and the allocation thereof to the assets acquired and liabilities assumed of WHI FutureScripts based on preliminary estimates of fair value. As Because valuations of acquired assets and liabilities are in process, and information may become available within the measurement period which indicates a potential change to these valuations, the purchase price allocation may be is subject to adjustment. Pursuant to the Purchase Agreement, Walgreens and the Company entered into a transition services agreement (“TSA”) as of the Closing. Under the TSA, Walgreens will continue to provide certain services to WHI, including information technology support, call center support, finance support, real estate leasing and other supporting functions to assist us in facilitating the transactions contemplated by the Acquisition. No The unaudited pro forma adjustment has been made for the TSA. No pro forma adjustments have been included with respect to the PBM Agreement. We do not believe appropriate assumptions could be made to estimate a reasonable pro forma adjustment for the PBM Agreement. The PBM Agreement reflects new pricing arrangements between Walgreens and WHI. As a result of the Acquisition, the terms of WHI’s existing supply chain contracts may also be different; contracting may be optimized by leveraging Catalyst’s existing pharmacy and rebate agreements; and Catalyst may benefit from additional economies of scale. Accordingly, no pro forma adjustments have been included with respect to the PBM Agreement. The pro forma condensed combined financial statements are provided for illustrative purposes only and do not purport to represent what our actual consolidated results of operations or consolidated financial position would have been had the Acquisition occurred on the dates assumed, nor are they necessarily indicative of our future consolidated results of operations or consolidated financial position. The unaudited pro forma condensed combined financial statements do not reflect (i) any cost savings from potential operating efficiencies, potential changes to pharmacy network and rebate contracting or any other potential synergies; (ii) any adjustment for the new pricing arrangements pursuant to the terms of the new PBM Agreement; or (iii) any incremental costs which may be incurred in connection with integrating WHIFutureScripts.

Basis of Presentation. The unaudited pro forma condensed combined balance sheet combines the unaudited audited consolidated balance sheet of the Company as of March December 31, 2011 and the unaudited condensed balance sheet of WHI HealthTran as of February 28November 30, 2011, and gives effect to the Acquisition as if it had been completed on March December 31, 2011, including any adjustments to the fair value values of assets acquired and liabilities acquiredassumed based on preliminary estimates, in accordance with the acquisition method of accounting. The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2011, combines the unaudited consolidated condensed statement of operations of the Company for the three month period then ended and the unaudited condensed statement of operations of WHI for the three months ended February 28, 2011, and gives effect to the Acquisition as if it had occurred on January 1, 2010purchase accounting guidance. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 20102011, combines the audited consolidated statement of operations of the Company for the year then ended and the unaudited statement of operations of WHI HealthTran for the twelve months ended February 28November 30, 2011, and gives effect to the Acquisition as if it had occurred on January 1, 2011. The unaudited statement of operations of HealthTran for the twelve months ended November 30, 2011 was prepared by taking the audited HealthTran statement of operations for the twelve months ended May 31, 2011, less the results from the unaudited statement of operations of HealthTran for the six months ended November 30, 2010, plus the results from the unaudited statement of operations of HealthTran for the six months ended November 30, 2011. The HealthTran unaudited statement of operations excludes the results of the TPA business line of HealthTran not acquired by the Company. The pro forma adjustments include the application of the acquisition method of accounting under Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 805, Business Combinations (ASC Topic 805)purchase accounting guidance. ASC Topic 805 Purchase accounting guidance requires, among other things, that identifiable assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date, which is presumed to be the Closing closing of the Acquisition. The transaction fees of approximately $0.9 million for the Acquisition are expensed as incurred and are estimated to be $11.7 millionincluded in selling, of which Catalyst has incurred approximately $1.5 million general and administrative expenses in the three months Company's results for the year ended March December 31, 2011. The transaction fees that will be incurred after March 31, 2011 have not been included as an adjustment to the unaudited pro forma condensed combined statements of operations as they do not meet the criteria of having a continuing impact, but are reflected as a reduction to cash and retained earnings on the unaudited pro forma condensed combined balance sheet. Under Financial Accounting Standards Board ASC Topic 820, Fair Value Measurements and Disclosures (ASC Topic 820), 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 measurement date. ASC Topic 820 specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measures. This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be unrelated 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. The pro forma adjustments described herein have been developed based on management’s 's judgment, including estimates relating to the consideration paid and the allocation thereof to the of assets acquired and liabilities assumed of WHI HealthTran based on preliminary estimates of fair value. As We believe that the assumptions used to derive the pro forma adjustments are reasonable given the information available; however, as the valuations of acquired assets and liabilities are in processprocess and are not expected to be finalized until later in 2012, and information may become available within the measurement period which indicates a potential change to these valuations, the purchase price allocation may be subject to adjustment. Pursuant to the Purchase Agreement, Walgreens and the Company entered into a transition services agreement (“TSA”) as of the Closing. Under the TSA, Walgreens will continue to provide certain services to WHI, including information technology support, call center support, finance support, real estate leasing and other supporting functions to assist us in facilitating the transactions contemplated by the Acquisition. No The pro forma adjustment has been made for the TSA. No pro forma adjustments have been included with respect to the PBM Agreement. We financial statements do not believe appropriate assumptions could be made to estimate a reasonable pro forma adjustment for the PBM Agreement. The PBM Agreement reflects new pricing arrangements between Walgreens and WHI. As a result of the Acquisitionreflect any cost savings from potential operating efficiencies, the terms of WHI’s existing supply chain contracts may also be different; contracting any other potential synergies or any incremental costs which may be optimized by leveraging Catalyst’s existing pharmacy and rebate agreements; and Catalyst may benefit from additional economies of scale. Accordingly, no pro forma adjustments have been included incurred in connection with respect to the PBM Agreementintegrating HealthTran. The pro forma financial statements are provided for illustrative purposes only and do are not purport intended to represent what our actual consolidated results of operations or consolidated financial position would have been had the Acquisition occurred on the dates assumed, nor are they necessarily indicative of our future consolidated results of operations or consolidated financial position. The pro forma financial statements do not reflect (i) any cost savings from potential operating efficiencies, potential changes to pharmacy network and rebate contracting or any other potential synergies; (ii) any adjustment for the new pricing arrangements pursuant to the terms of the new PBM Agreement; or (iii) any incremental costs which may be incurred in connection with integrating WHI.

Basis of Presentation. The unaudited pro forma condensed combined financial information was prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of Article 11 of Regulation S-X. The unaudited pro forma combined balance sheet combines the unaudited consolidated balance sheet of the Company as of March 31, 2011 2023 was prepared using the historical consolidated balance sheets of Imara and the unaudited condensed balance sheet of WHI Enliven as of February 28, 2011, and gives effect to the Acquisition as if it had been completed on March 31, 2011, including any adjustments to the fair value of assets and liabilities acquired, in accordance with the acquisition method of accounting2023. The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2011, combines the unaudited consolidated condensed statement of operations of the Company for the three month period then ended 2023 and the unaudited condensed statement of operations of WHI for the three months ended February 28, 2011, and gives effect to the Acquisition as if it had occurred on January 1, 2010. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2010, combines 2022 were prepared using the audited consolidated statement historical statements of operations and comprehensive loss of the Company Imara and Enliven for the year then ended and the unaudited statement of operations of WHI for the twelve months ended February 28, 2011, and gives effect to the Acquisition as if it had occurred on January 1, 2010. The pro forma adjustments include the application of the acquisition method of accounting under Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 805, Business Combinations (ASC Topic 805). ASC Topic 805 requires, among other things, that identifiable assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date, which is presumed to be the Closing of the Acquisition. The transaction fees for the Acquisition are expensed as incurred and are estimated to be $11.7 million, of which Catalyst has incurred approximately $1.5 million in the three months ended March 31, 2011. The transaction fees that will be incurred after March 2023 and for the year ended December 31, 2011 have not been included as an adjustment 2022, respectively, and gives effect to the unaudited pro forma condensed combined statements Merger as if it occurred on January 1, 2022. For accounting purposes, Enliven is considered to be the acquirer, and the Merger was accounted for as a reverse recapitalization of operations Imara by Enliven because upon the closing of the Merger, the pre-combination assets of Imara were primarily cash. Under reverse recapitalization accounting, the assets and liabilities of Imara were recorded, as they do not meet of the criteria date of having a continuing impactthe Merger, but at their fair value. No goodwill or intangible assets were recognized and any excess consideration transferred over the fair value of the net assets of Imara, following determination of the actual purchase consideration for Imara are reflected as a reduction to cash additional paid-in capital. Consequently, the financial statements of Enliven reflect the operations of the acquirer for accounting purposes together with a deemed issuance of shares, equivalent to the shares held by the former stockholders of the legal acquirer and retained earnings on a recapitalization of the equity of the accounting acquirer. The accompanying unaudited pro forma combined financial information is derived from the historical financial statements of Imara and Enliven, and includes adjustments to give pro forma effect to reflect the accounting for the transaction 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 sheetconsolidated financial information could change significantly. Under Financial Accounting Standards Board ASC Topic 820Accordingly, Fair Value Measurements and Disclosures (ASC Topic 820), 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 measurement date. ASC Topic 820 specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measures. This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be unrelated 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. The pro forma adjustments described herein have been developed based on management’s judgment, including estimates relating are subject to further adjustment as additional information becomes available and as additional analyses are conducted following the completion of the Merger. There can be no assurances that these additional analyses will not result in material changes to the consideration paid and the allocation thereof to the assets acquired and liabilities assumed of WHI based on preliminary estimates of fair value. As valuations of acquired assets and liabilities are in process, and information may become available within the measurement period which indicates a potential change to these valuations, the purchase price allocation may be subject to adjustment. Pursuant to the Purchase Agreement, Walgreens and the Company entered into a transition services agreement (“TSA”) as of the Closing. Under the TSA, Walgreens will continue to provide certain services to WHI, including information technology support, call center support, finance support, real estate leasing and other supporting functions to assist us in facilitating the transactions contemplated by the Acquisition. No pro forma adjustment has been made for the TSA. No pro forma adjustments have been included with respect to the PBM Agreement. We do not believe appropriate assumptions could be made to estimate a reasonable pro forma adjustment for the PBM Agreement. The PBM Agreement reflects new pricing arrangements between Walgreens and WHI. As a result of the Acquisition, the terms of WHI’s existing supply chain contracts may also be different; contracting may be optimized by leveraging Catalyst’s existing pharmacy and rebate agreements; and Catalyst may benefit from additional economies of scale. Accordingly, no pro forma adjustments have been included with respect to the PBM Agreement. The pro forma financial statements are provided for illustrative purposes only and do not purport to represent what our actual consolidated results of operations or consolidated financial position would have been had the Acquisition occurred on the dates assumed, nor are they necessarily indicative of our future consolidated results of operations or consolidated financial position. The pro forma financial statements do not reflect (i) any cost savings from potential operating efficiencies, potential changes to pharmacy network and rebate contracting or any other potential synergies; (ii) any adjustment for the new pricing arrangements pursuant to the terms of the new PBM Agreement; or (iii) any incremental costs which may be incurred in connection with integrating WHI.