Common use of Basis of Pro Forma Presentation Clause in Contracts

Basis of Pro Forma Presentation. The Statements have been derived from the audited historical consolidated financial statements of Xxxxx and Tudou. Certain financial statement line items included in Xxxxx's historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Youku's historical presentation. These include: business taxes, share based compensation expenses, selling and general administrative expenses relating to product development, professional content licensed, and intangible assets related to purchased software. Additionally, based on Xxxxx's review of Xxxxx's publicly disclosed summary of significant accounting policies and preliminary discussions with Tudou management, the nature and amount of any adjustments to the historical financial statements of Tudou to conform its accounting policies to those of Youku are not expected to be material. Prior to and following the completion of the Merger, further review of Xxxxx's accounting policies and financial statements may result in revisions to Tudou's policies and classifications to conform to those of Youku, which could have a material impact on Youku's actual future financial condition and results of operations as compared to the Pro Forma Balance Sheet and Pro Forma Statement of Operations included in this joint proxy statement/prospectus. The Merger is reflected in the Statements as an acquisition of Tudou by Youku using the acquisition method of accounting in accordance with business combination accounting guidance under U.S. GAAP. Under these accounting standards, the total estimated purchase price will be calculated as described in Note 3 to the Statements, and the assets acquired and the liabilities assumed will be measured at estimated fair value. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed, Youku has applied the accounting guidance under U.S. GAAP for fair value measurements. 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 as of the measurement date. The fair value measurements utilize estimates based on key assumptions in connection with the Merger, including historical and current market data. The unaudited pro forma adjustments included in this joint proxy statement/prospectus are preliminary and will be revised at the effective time of the Merger as additional information becomes available and as valuation work is performed. The final purchase price allocation will be determined after the completion of the Merger, and the final allocations may differ materially from those presented.

Basis of Pro Forma Presentation. The Statements have been derived from accompanying unaudited pro forma condensed combined financial statements give effect to the audited Mergers and related financings. The unaudited pro forma financial information is based on the historical consolidated financial statements of Xxxxx AmSurg and TudouEnvision, and the assumptions and adjustments set forth in these notes. Certain The unaudited pro forma financial statement line items included in Xxxxx's historical presentation information is provided for informational purposes only and is based on available information and assumptions that XxXxxx believes are reasonable. It does not purport to represent what the actual consolidated results of operations or the consolidated financial position of Newco would have been disaggregated had the Mergers occurred on the dates indicated, nor is it necessarily indicative of future consolidated results of operations or condensed to conform to corresponding consolidated financial statement line items included in Youku's historical presentationposition. These include: business taxes, share based compensation expenses, selling and general administrative expenses relating to product development, professional content licensed, and intangible assets related to purchased software. Additionally, based on Xxxxx's review of Xxxxx's publicly disclosed summary of significant accounting policies and preliminary discussions with Tudou management, the nature and amount of any adjustments to the historical The actual financial statements of Tudou to conform its accounting policies to those of Youku are not expected to be material. Prior to and following the completion of the Merger, further review of Xxxxx's accounting policies and financial statements may result in revisions to Tudou's policies and classifications to conform to those of Youku, which could have a material impact on Youku's actual future financial condition position and results of operations as compared will differ, perhaps significantly, from the pro forma amounts reflected herein due to a variety of factors, including access to additional information, changes in value not currently identified and changes in operating results following the date of the pro forma financial information. Merger-related pro forma adjustments are included only to the Pro Forma Balance Sheet extent they are (i) directly attributable to the Mergers, (ii) factually supportable and Pro Forma Statement (iii) with respect to the statements of Operations included in this joint proxy statement/prospectusearnings, expected to have a continuing impact on the combined results. The Merger is reflected in unaudited pro forma condensed combined financial information does not reflect any cost savings from operating efficiencies or revenue synergies that could result from the Statements as an acquisition of Tudou by Youku Mergers. The Mergers will be accounted for using the acquisition method of accounting in accordance with business combination XxXxxx considered the accounting guidance under U.S. GAAPacquirer. Under these accounting standards, The unaudited pro forma financial information reflects the total estimated purchase price will be calculated as described in Note 3 preliminary assessment of fair values and useful lives assigned to the Statements, and the assets acquired and the liabilities assumed will be measured at estimated fair value. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed, Youku has applied the accounting guidance under U.S. GAAP for fair value measurements. Fair value is defined as estimates were determined based on preliminary discussions between AmSurg and Envision, due diligence efforts and information available in public filings. The detailed valuation studies necessary to arrive at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as required estimates of the measurement datefair values for the Envision assets acquired and liabilities assumed have not been completed. Significant assets and liabilities that are subject to preparation of valuation studies to determine appropriate fair value adjustments include but are not limited to property and equipment, identifiable intangible assets, debt obligations, and non-redeemable noncontrolling interests. The fair value measurements utilize estimates based on key assumptions in connection with of cash, receivables and other assets and liabilities is assumed to equal Envision's historical carrying value due to either the Merger, including historical and current market data. The unaudited pro forma adjustments included in this joint proxy statement/prospectus are preliminary and will be revised at the effective time liquid nature or short duration of the Merger as additional information becomes available and as valuation work is performed. The final asset or liability, or based upon the overall immateriality to the purchase price allocation allocation. Changes to the fair values of these assets and liabilities will also result in changes to goodwill and deferred income tax liabilities, which could be determined after the completion of the Merger, and the final allocations may differ materially from those presentedmaterial.

Basis of Pro Forma Presentation. The Statements have been unaudited pro forma condensed combined financial statements are derived from the audited historical consolidated financial statements of Xxxxx NovaBay and Tudou. Certain financial statement line items included in Xxxxx's historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Youku's historical presentation. These include: business taxes, share based compensation expenses, selling and general administrative expenses relating to product development, professional content licensed, and intangible assets related to purchased software. Additionally, based on Xxxxx's review of Xxxxx's publicly disclosed summary of significant accounting policies and preliminary discussions with Tudou management, the nature and amount of any adjustments to the historical financial statements of Tudou to conform its accounting policies to those of Youku are not expected to be materialDERMAdoctor. Prior to and following the completion of the Merger, further review of Xxxxx's accounting policies and The unaudited pro forma condensed combined financial statements may result in revisions are prepared as a business combination using the purchase accounting method. The unaudited pro forma consolidated balance sheet has been prepared to Tudou's policies and classifications to conform to those of Youkureflect the transaction as if the Acquisition had been completed on June 30, which could have a material impact on Youku's actual future financial condition and results 2021. The unaudited pro forma consolidated statements of operations as compared for the six months ended June 30, 2021 and for the year ended December 31, 2020 combine the historical statements of operations of NovaBay and DERMAdoctor giving effect to the Pro Forma Balance Sheet and Pro Forma Statement of Operations included in this joint proxy statement/prospectusAcquisition as if it had been completed on January 1, 2020, the earliest period presented. The Merger is reflected in Acquisition will be accounted for under the Statements as an acquisition of Tudou by Youku using the acquisition purchase accounting method of accounting in accordance with business combination accounting guidance under U.S. GAAPFASB ASC 805, Business Combinations, using the fair value concepts defined in ASC 820, Fair Value Measurements and Disclosures. Under these accounting standardsWe are treated as the “acquirer” and DERMAdoctor is treated as the “acquired” company for financial reporting purposes. Accordingly, the total estimated purchase price will be calculated as described in Note 3 consideration allocated to the StatementsDERMAdoctor business’s assets and liabilities for preparation of the unaudited pro forma consolidated balance sheet is based upon their estimated preliminary fair values assuming the Acquisition was completed as of June 30, and 2021. The amount of the assets acquired and the liabilities assumed will be measured at estimated fair value. For the purpose purchase consideration that was in excess of measuring the estimated preliminary fair values of the DERMAdoctor business’s net assets and liabilities at June 30, 2021 is recorded as goodwill in the unaudited pro forma condensed combined balance sheet. We have not yet completed the Acquisition and have not yet performed the detailed valuation studies necessary to arrive at the final estimates of the fair value of DERMAdoctor’s assets to be acquired, the assets acquired liabilities to be assumed and liabilities assumed, Youku has applied the accounting guidance under U.S. GAAP for fair value measurements. 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 as related allocations of the measurement date. The fair value measurements utilize estimates based on key assumptions in connection with the Merger, including historical and current market dataPurchase Price. The unaudited pro forma condensed financial information includes pro forma adjustments included that are (i) directly attributable to the Acquisition, (ii) factually supportable, and (iii) with respect to the unaudited condensed pro forma statements of operations, expected to have a continuing impact on the results of operations of the combined company. Actual results may differ from these unaudited pro forma condensed combined financial statements once we have determined the final Purchase Price for DERMAdoctor and have completed the valuation studies necessary to finalize the required Purchase Price allocations and identified any additional conforming accounting policy changes for DERMAdoctor. There can be no assurance that such finalization will not result in this joint proxy statement/prospectus material changes to the unaudited pro forma condensed combined financial information presented. The preliminary unaudited pro forma Purchase Price allocation has been made solely for preparing these unaudited pro forma condensed combined financial statements. Additionally, we have not yet completed a detailed analysis of the accounting impact of the Private Placement and therefore, the pro forma presentation of the Private Placement is also preliminary. Actual results will differ from the unaudited pro forma condensed combined financial information provided herein once we have completed a detailed analysis. These unaudited pro forma condensed combined financial statements are preliminary presented for illustrative purposes only and do not give effect to any cost savings from operating efficiencies, revenue synergies, differences in stand-alone costs of the DERMAdoctor business or costs for the integration of DERMAdoctor’s business operations with NovaBay. These unaudited pro forma condensed combined financial statements do not purport to represent what the actual consolidated results of operations of NovaBay would have been had the Acquisition been completed on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position. Any transaction, separation or integration costs will be revised at expensed in the effective time of the Merger as additional information becomes available and as valuation work is performed. The final purchase price allocation will be determined appropriate accounting periods after the completion of the Merger, and the final allocations may differ materially from those presentedAcquisition.

Basis of Pro Forma Presentation. The Statements have been derived from accompanying unaudited pro forma condensed combined financial statements give effect to the audited Mergers and related financings. The unaudited pro forma financial information is based on the historical consolidated financial statements of Xxxxx AmSurg and TudouEnvision, and the assumptions and adjustments set forth in these notes. Certain The unaudited pro forma financial statement line items included in Xxxxx's historical presentation information is provided for informational purposes only and is based on available information and assumptions that XxXxxx believes are reasonable. It does not purport to represent what the actual consolidated results of operations or the consolidated financial position of Newco would have been disaggregated had the Mergers occurred on the dates indicated, nor is it necessarily indicative of future consolidated results of operations or condensed to conform to corresponding consolidated financial statement line items included in Youku's historical presentationposition. These include: business taxes, share based compensation expenses, selling and general administrative expenses relating to product development, professional content licensed, and intangible assets related to purchased software. Additionally, based on Xxxxx's review of Xxxxx's publicly disclosed summary of significant accounting policies and preliminary discussions with Tudou management, the nature and amount of any adjustments to the historical The actual financial statements of Tudou to conform its accounting policies to those of Youku are not expected to be material. Prior to and following the completion of the Merger, further review of Xxxxx's accounting policies and financial statements may result in revisions to Tudou's policies and classifications to conform to those of Youku, which could have a material impact on Youku's actual future financial condition position and results of operations as compared will differ, perhaps significantly, from the pro forma amounts reflected herein due to a variety of factors, including access to additional information, changes in value not currently identified and changes in operating results following the date of the pro forma financial information. Merger-related pro forma adjustments are included only to the Pro Forma Balance Sheet extent they are (i) directly attributable to the Mergers, (ii) factually supportable and Pro Forma Statement (iii) with respect to the statements of Operations included in this joint proxy statement/prospectusearnings, expected to have a continuing impact on the combined results. The Merger is reflected in unaudited pro forma condensed combined financial information does not reflect any cost savings from operating efficiencies or revenue synergies that could result from the Statements as an acquisition of Tudou by Youku Mergers. The Mergers will be accounted for using the acquisition method of accounting in accordance with business combination XxXxxx considered the accounting guidance under U.S. GAAPacquirer. Under these accounting standards, The unaudited pro forma financial information reflects the total estimated purchase price will be calculated as described in Note 3 preliminary assessment of fair values and useful lives assigned to the Statements, and the assets acquired and the liabilities assumed will be measured at estimated fair value. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed, Youku has applied the accounting guidance under U.S. GAAP for fair value measurements. Fair value is defined as estimates were determined based on preliminary discussions between AmSurg and Envision, due diligence efforts and information available in public filings. The detailed valuation studies necessary to arrive at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as required estimates of the measurement datefair values for the Envision assets acquired and liabilities assumed have not been completed. Significant assets and liabilities that are subject to preparation of valuation studies to determine appropriate fair value adjustments include but are not limited to property and equipment, identifiable intangible assets, debt obligations, and non-redeemable noncontrolling interests. The fair value measurements utilize estimates based on key assumptions in connection with of cash, receivables and other assets and liabilities is assumed to equal Envision’s historical carrying value due to either the Merger, including historical and current market data. The unaudited pro forma adjustments included in this joint proxy statement/prospectus are preliminary and will be revised at the effective time liquid nature or short duration of the Merger as additional information becomes available and as valuation work is performed. The final asset or liability, or based upon the overall immateriality to the purchase price allocation allocation. Changes to the fair values of these assets and liabilities will also result in changes to goodwill and deferred income tax liabilities, which could be determined after the completion of the Merger, and the final allocations may differ materially from those presentedmaterial.

Basis of Pro Forma Presentation. The Statements have been derived from unaudited pro forma condensed combined balance sheet as of December 31, 2017 and the audited historical consolidated financial unaudited pro forma condensed statements of Xxxxx and Tudou. Certain financial statement line items included in Xxxxx's historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Youku's historical presentation. These include: business taxesoperations for the twelve months ended December 31, share based compensation expenses2017, selling and general administrative expenses relating to product development, professional content licensed, and intangible assets related to purchased software. Additionally, are based on Xxxxx's review of Xxxxx's publicly disclosed summary of significant accounting policies and preliminary discussions with Tudou management, the nature and amount of any adjustments to the historical financial statements of Tudou H/Cell Energy Inc.. (the “Company”) and PVBJ Inc. (“PVBJ”) after giving effect to conform its accounting policies the Company’s acquisition that was consummated on February 1, 2018 and adjustments described in the accompanying notes to those the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined balance sheet and statement of Youku operations for year ended December 31, 2017 are not expected to be material. Prior to presented as if the acquisition of PVBJ had occurred on January 1, 2017 and following the completion were carried forward through each of the Merger, further review of Xxxxx's accounting policies and financial statements may result in revisions to Tudou's policies and classifications to conform to those of Youku, which could have a material impact on Youku's actual future financial condition and results of operations as compared to the Pro Forma Balance Sheet and Pro Forma Statement of Operations included in this joint proxy statement/prospectusperiod presented. The Merger is reflected in the Statements as an acquisition of Tudou by Youku using the acquisition method of accounting in Company accounts for business combinations pursuant to Accounting Standards Codification ASC 805, Business Combinations. In accordance with business combination accounting guidance under U.S. GAAP. Under these accounting standardsASC 805, the total estimated purchase price will be calculated as described in Note 3 Company uses it best estimates and assumptions to the Statements, and accurately assign fair value to the assets acquired and the liabilities assumed will be at the acquisition date. Goodwill as of the acquisition date is measured at estimated fair value. For as the purpose excess of measuring the estimated purchase consideration over the fair value of the assets acquired and the liabilities assumed. The fair values assigned to PVBJ’s assets acquired and liabilities assumed are based on management’s estimates and assumptions. The estimated fair values of these assets acquired and liabilities assumed are considered preliminary and are based on the information that was available as of the date of acquisition. The Company believes that the information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, Youku has applied but is waiting for additional information, primarily related to estimated values of current and non-current income taxes payable and deferred taxes, which are subject to change, pending the accounting guidance under U.S. GAAP for fair value measurementsfinalization of certain tax returns. Fair value is defined as The Company expects to finalize the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as valuation of the measurement assets and liabilities as soon as practicable, but not later than one year from the acquisition date. The fair value measurements utilize estimates based on key assumptions in connection with the Merger, including historical and current market data. The unaudited pro forma adjustments condensed combined financial information is not intended to represent or be indicative of the Company’s consolidated results of operations or financial position that the Company would have reported had the PVBJ acquisition been completed as of the dates presented, and should not be taken as a representation of the Company’s future consolidated results of operation or financial position. The unaudited pro forma condensed combined financial information should be read in conjunction with the historical consolidated financial statements and accompanying notes of the Company included in this joint proxy statement/prospectus are preliminary and will be revised at the effective time annual report on form 10K for the year ended December 31, 2017. Accounting Periods Presented For purposes of these unaudited pro forma condensed combined financial information, PVBJ Inc.’s historical financial statements for the Merger year ended December 31, 2017 have been aligned to more closely conform to the Company’s financial information, as additional information becomes available and explained below. Certain pro forma adjustments were made to conform PVBJ’s accounting policies to the Company’s accounting policies as valuation work is performed. The final purchase price allocation will be determined after the completion of the Merger, and the final allocations may differ materially from those presentednoted below.

Basis of Pro Forma Presentation. The Statements have unaudited pro forma condensed combined financial information has been derived from the audited historical consolidated financial statements of Xxxxx and Tudou. Certain financial statement line items included in Xxxxx's historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Youku's historical presentation. These include: business taxes, share based compensation expenses, selling and general administrative expenses relating to product development, professional content licensed, and intangible assets related to purchased software. Additionally, based on Xxxxx's review of Xxxxx's publicly disclosed summary of significant prepared by management under U.S. generally accepted accounting policies and preliminary discussions with Tudou management, the nature and amount of any adjustments to the historical financial statements of Tudou to conform its accounting policies to those of Youku are not expected to be material. Prior to and following the completion of the Merger, further review of Xxxxx's accounting policies and financial statements may result in revisions to Tudou's policies and classifications to conform to those of Youku, which could have a material impact on Youku's actual future financial condition and results of operations as compared to the Pro Forma Balance Sheet and Pro Forma Statement of Operations included in this joint proxy statement/prospectus. The Merger is reflected in the Statements as an acquisition of Tudou by Youku using the acquisition method of accounting principles (“U.S. GAAP”) in accordance with business combination accounting guidance Article 11 and is presented in U.S. dollars. The adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an understanding of Coherus after the consummation of the Combined Transactions. No tax effects related to Transaction Accounting Adjustments were included as the related impacts were immaterial. The pro forma adjustments related to the YUSIMRY Disposition are based upon actual information and certain assumptions which management believes are reasonable. The pro forma adjustments related to the CIMERLI Disposition are based upon actual information and certain assumptions which management believes are reasonable under U.S. GAAP. Under these accounting standards, the total estimated purchase price will be calculated as circumstances and which are described in Note 3 the accompanying notes to the Statements, unaudited pro forma condensed combined financial information. The pro forma adjustments related to the Surface Merger which are described in the accompanying notes to the unaudited pro forma condensed combined financial information are based on the fair value of Surface’s tangible and the identifiable intangible assets acquired and the liabilities assumed will be measured at estimated fair valueon the Surface Acquisition Date. For the purpose Xxxxxxx believes that, even after reassessing its identification of measuring the estimated fair value of the all assets acquired and liabilities assumed, Youku has applied it was able to acquire Surface for a price that was completely allocable to identifiable assets acquired and liabilities assumed with no residual attributable to goodwill. Coherus was the legal acquiror of Surface. For accounting guidance under U.S. GAAP for fair value measurements. Fair value is defined purposes, Surface was treated as the price that would be received “acquired” company. This determination is primarily because subsequent to sell an asset or paid to transfer the Surface Merger, Coherus’ stockholders have a liability in an orderly transaction between market participants majority of the voting power of the combined company, Coherus controls a majority of the governing body of the combined company and Coherus’ senior management comprises the senior management of the combined company. In accordance with U.S. GAAP, the assets and liabilities of Surface have been recorded at their fair values as of the measurement date. The fair value measurements utilize estimates based on key assumptions in connection with the Merger, including historical and current market dataSurface Acquisition Date. The unaudited pro forma condensed combined balance sheet as of March 31, 2024 reflects adjustments included in this joint proxy statement/prospectus are preliminary that depict the accounting for the Dispositions and will be revised at the effective time related transactions as if they had occurred on March 31, 2024. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2023 and for the three months ended March 31, 2024 each reflect adjustments that give effect to Coherus’ results of operations as if the Combined Transactions had occurred on January 1, 2023, the first day of the Merger as additional earliest period presented. Surface’s historical operations for the period prior to the Surface Acquisition Date (“Pre-Acquisition Surface”) are presented separately in the pro forma condensed combined financial information becomes available and as valuation work is performedthe historical operations for the period including and after that Surface Acquisition Date for the surviving entity, Surface Oncology, LLC have been presented within the consolidated results of Coherus. The final purchase price allocation will pro forma financial information does not give effect to any anticipated synergies, dis-synergies operating efficiencies, tax savings or cost savings that may be determined after associated with the completion of Combined Transactions including the Mergerrelated transactions. There were no existing contractual relationships between Coherus and Surface, Coherus and Sandoz, or Coherus and HFK during the final allocations may periods presented in the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information constitutes forward-looking information, is subject to certain risks and uncertainties that could cause actual results to differ materially from those presentedanticipated and should be read in conjunction with the accompanying notes thereto. Coherus and Surface incurred certain non-recurring charges in connection with the Surface Merger. These charges consist of severance compensations offered to Surface’s executives and non-executive employees, a termination fee resulting from the early termination of Surface’s operating lease, and the repayment and final balloon payment of Surface’s convertible note. Transaction costs related to financial advisors, legal services and professional accounting services have also been incurred in conjunction with the Combined Transactions. These costs are not expected to be incurred in any period beyond twelve months from the closing dates of the Combined Transactions. Accordingly, the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023 reflects the effects of these non-recurring charges, and these costs are not accrued for in the historical combined balance sheet of Coherus as of March 31, 2024.

Basis of Pro Forma Presentation. The Statements have been unaudited pro forma condensed combined financial statements are derived from the audited historical consolidated financial statements of Xxxxx CDW and Tudou. Certain financial statement line items included in Xxxxx's historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Youku's historical presentation. These include: business taxes, share based compensation expenses, selling and general administrative expenses relating to product development, professional content licensed, and intangible assets related to purchased software. Additionally, based on Xxxxx's review of Xxxxx's publicly disclosed summary of significant accounting policies and preliminary discussions with Tudou management, the nature and amount of any adjustments to the historical consolidated financial statements of Tudou to conform its accounting policies to those Sirius. The unaudited pro forma condensed combined statements of Youku are not expected to be materialoperations for the year ended December 31, 2020 and the nine months ended September 30, 2021 have been prepared as if the Acquisition and related financing transactions had been consummated on January 1, 2020, and the unaudited pro forma condensed combined balance sheet was prepared as if the Acquisition and related financing transactions had been consummated on September 30, 2021. Prior to and following the completion of the Merger, further review of Xxxxx's accounting policies and The unaudited pro forma condensed combined financial statements may result in revisions to Tudou's policies and classifications to conform to those of Youku, which could have are prepared as a material impact on Youku's actual future financial condition and results of operations as compared to the Pro Forma Balance Sheet and Pro Forma Statement of Operations included in this joint proxy statement/prospectus. The Merger is reflected in the Statements as an acquisition of Tudou by Youku business combination using the acquisition method of accounting in accordance with business combination accounting guidance under U.S. GAAPFinancial Accounting Standards Board Accounting Standards Codification ("ASC") Topic 805, Business Combinations ("Topic 805"), using the fair value concepts defined in ASC Topic 820, Fair Value Measurements and Disclosures. CDW has been treated as the acquirer for financial reporting purposes. Under these accounting standardsthe acquisition method of accounting, the total purchase consideration allocated to Sirius' assets and liabilities for preparation of these pro forma financial statements is based upon their estimated preliminary fair values assuming the Acquisition was completed as of September 30, 2021. The amount of the estimated purchase price will be calculated as described consideration that was in Note 3 to the Statements, and the assets acquired and the liabilities assumed will be measured at estimated fair value. For the purpose excess of measuring the estimated preliminary fair value values of the Sirius' net assets acquired and liabilities assumedon September 30, Youku has applied 2021 is recorded as goodwill in the accounting guidance under U.S. GAAP for fair value measurements. 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 as of the measurement date. The fair value measurements utilize estimates based on key assumptions in connection with the Merger, including historical and current market datapro forma condensed combined balance sheet. The unaudited pro forma condensed combined financial statements may differ from the final purchase accounting given that the purchase price is preliminary and subject to finalization of customary closing adjustments included in this joint proxy statement/prospectus and that the identification and measurement of assets acquired and liabilities assumed are preliminary and will be revised at the effective time of the Merger subject to change as additional information becomes available and as detailed valuation work is performedstudies are finalized. The final purchase price allocation accounting adjustments may be materially different from the unaudited pro forma adjustments. These unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not give effect to any cost savings from operating efficiencies, revenue synergies, differences in stand-alone costs or carve out allocations for Sirius or costs for the integration of Sirius' operations. These unaudited pro forma condensed combined financial statements also do not purport to represent what the actual consolidated results of operations of CDW would have been had the Acquisition been completed on the dates assumed, nor are they indicative of future consolidated results of operations or the consolidated financial position of the combined company. Any transaction, separation or integration costs will be determined expensed in the appropriate accounting periods after the completion of the Merger, and the final allocations may differ materially from those presentedAcquisition.

Basis of Pro Forma Presentation. The Statements have been derived from the audited historical accompanying unaudited pro forma consolidated financial statements of Xxxxx and Tudou. Certain financial statement line items included in Xxxxx's historical presentation have information has been disaggregated or condensed to conform to corresponding financial statement line items included in Youku's historical presentation. These include: business taxes, share based compensation expenses, selling and general administrative expenses relating to product development, professional content licensed, and intangible assets related to purchased software. Additionally, based on Xxxxx's review of Xxxxx's publicly disclosed summary of significant accounting policies and preliminary discussions with Tudou management, the nature and amount of any adjustments to the historical financial statements of Tudou to conform its accounting policies to those of Youku are not expected to be material. Prior to and following the completion of the Merger, further review of Xxxxx's accounting policies and financial statements may result in revisions to Tudou's policies and classifications to conform to those of Youku, which could have a material impact on Youku's actual future financial condition and results of operations as compared to the Pro Forma Balance Sheet and Pro Forma Statement of Operations included in this joint proxy statement/prospectus. The Merger is reflected in the Statements as an acquisition of Tudou by Youku using the acquisition method of accounting prepared in accordance with business combination accounting guidance under U.S. GAAP. Under these accounting standards, Article 11 of Regulation S-X. The unaudited pro forma consolidated financial information has been prepared to illustrate the total estimated purchase price will be calculated as described in Note 3 to effect of the Statements, Reverse Recapitalization and the assets acquired Private Placement Transactions (the “Transactions”) and the liabilities assumed will be measured at estimated fair value. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed, Youku has applied the accounting guidance under U.S. GAAP have been prepared for fair value measurements. 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 as of the measurement date. The fair value measurements utilize estimates based on key assumptions in connection with the Merger, including historical and current market datainformational purposes only. The unaudited pro forma consolidated balance sheet as of March 31, 2023 assumes that the Transactions occurred on March 31, 2023. The unaudited pro forma consolidated income statements for the three months ended March 31, 2023, and year ended December 31, 2022, assume that the Reorganization Transactions occurred on January 1, 2023 and January 1, 2022, respectively. Management has made significant estimates and assumptions in its determination of the transaction accounting adjustments. As the unaudited pro forma consolidated financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented. The unaudited pro forma consolidated financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Merger. The transaction accounting adjustments included reflecting the completion of the Reverse Recapitalization and the Private Placement transactions are based on currently available information and assumptions and methodologies that management believes are reasonable under the circumstances. The unaudited transaction accounting adjustments, which are described in this joint proxy statement/prospectus are preliminary and will the accompanying notes, may be revised at the effective time of the Merger as additional information becomes available and as valuation work is performedevaluated. Therefore, it is likely that the actual adjustments will differ from the transaction accounting adjustments, and it is possible the difference may be material. Management believes that its assumptions and methodologies provide a reasonable basis for presenting all the significant effects of the Reverse Recapitalization and the Private Placement transactions based on information available to management at the current time and that the transaction accounting adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma consolidated financial information. The final purchase price allocation will be determined after unaudited pro forma consolidated financial information is not necessarily indicative of what the completion actual results of operations and financial position of Novint Technologies, Inc. would have been had the Reverse Recapitalization and the Private Placement transactions taken place on the date indicated, nor are they indicative of the Merger, future consolidated results of operations or financial position of the post-combination company. They should be read in conjunction with the historical financial statements and the final allocations may differ materially from those presentednotes thereto of Novint.

Basis of Pro Forma Presentation. The Statements have accompanying unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X and has been derived from the audited historical consolidated and unaudited financial statements of Xxxxx Tenneco and TudouFederal-Mogul. Certain The financial statement line items included information has been adjusted in Xxxxx's historical presentation have been disaggregated or the accompanying unaudited pro forma condensed combined financial information to conform give effect to corresponding financial statement line items included in Youku's historical presentation. These include: business taxes, share based compensation expenses, selling and general administrative expenses relating to product development, professional content licensed, and intangible assets related to purchased software. Additionally, based on Xxxxx's review of Xxxxx's publicly disclosed summary of significant accounting policies and preliminary discussions with Tudou management, the nature and amount of any adjustments pro forma events that are (1) directly attributable to the historical financial Transaction, (2) factually supportable and (3) with respect to the unaudited pro forma condensed combined statements of Tudou to conform its accounting policies to those of Youku are not income, expected to be material. Prior to and following the completion of the Merger, further review of Xxxxx's accounting policies and financial statements may result in revisions to Tudou's policies and classifications to conform to those of Youku, which could have a material continuing impact on Youku's actual future financial condition and the combined results of operations as compared to the Pro Forma Balance Sheet and Pro Forma Statement of Operations included in this joint proxy statement/prospectusTenneco. The Merger is reflected in the Statements as an acquisition of Tudou by Youku unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with business combination accounting guidance under U.S. GAAP. Under these accounting standardsASC 805, the total estimated purchase price will be calculated as described in Note 3 to the Statementswhich requires, and the assets acquired and the liabilities assumed will be measured at estimated fair value. For the purpose of measuring the estimated fair value of the among other things, that assets acquired and liabilities assumedassumed in a business combination be recognized at their fair values as of the acquisition date. The acquisition method of accounting, Youku has applied in accordance with ASC 805, uses the accounting guidance fair value concepts defined in ASC 820, “Fair Value Measurement” (“ASC 820”). ASC 820 defines fair value, establishes the framework for measuring fair value for any asset acquired or liability assumed under U.S. GAAP for GAAP, expands disclosures about fair value measurements, and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measurements. Fair value is defined in ASC 820 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.” This is an exit price concept for the valuation of an asset or liability. Market participants are assumed to be buyers or sellers in the most advantageous market for the asset or liability. Fair value measurement for an asset assumes the highest and best use by these market participants, and as a result, assets may be required to be recorded which are not intended to be used or sold. Additionally, the fair value may not reflect management’s intended use for those assets. Fair value measurements can be highly subjective and it is possible the application of reasonable judgment could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances. Fair value estimates were determined based on preliminary discussions between Tenneco and Federal-Mogul management, due diligence efforts, and information available in public filings. The allocation of the aggregate transaction consideration used in the preliminary unaudited pro forma condensed combined financial information is based on preliminary estimates. The estimates and assumptions are subject to change as of the measurement dateeffective time of the closing of the Transaction. The fair value measurements utilize estimates final determination of the allocation of the aggregate transaction consideration will be based on key assumptions in connection with the Merger, including historical actual tangible and current market data. The unaudited pro forma adjustments included in this joint proxy statement/prospectus are preliminary intangible assets and will be revised the liabilities of Federal-Mogul at the effective time of the Merger as additional information becomes available Transaction (see Note 5). Federal-Mogul’s assets acquired and as valuation work liabilities assumed will be recorded at their fair value at the transaction date. ASC 805 establishes that the consideration transferred shall be measured at the closing date of the transaction at the then-current market price. This particular requirement will likely result in a per share equity component that is performeddifferent from the amount assumed in this unaudited pro forma condensed combined financial information. The final purchase consideration for Tenneco’s acquisition of Federal-Mogul under the acquisition method will be based on the share price of Tenneco common stock on the closing date of the transaction multiplied by the Stock Consideration. The preliminary purchase price allocation assumes a Common Stock price of $45.49, the price at market close on September 21, 2018. The unaudited pro forma condensed combined financial information is presented solely for informational purposes and is not necessarily indicative of the combined results of operations or financial position that might have been achieved for the periods or dates indicated, nor is it necessarily indicative of the future results of the combined company. The unaudited pro forma condensed combined financial information has not been adjusted to give effect to certain expected financial benefits of the transaction, such as tax savings, cost synergies or revenue synergies, or the anticipated costs to achieve these benefits, including the cost of integration activities. Also, the unaudited pro forma condensed combined financial information does not reflect possible adjustments related to restructuring or integration activities that have yet to be determined or transaction or other costs following the combination that are not expected to have a continuing impact on the business of the combined company. Further, one-time Transaction-related expenses anticipated to be incurred prior to, or concurrent with, the closing of the transaction are not included in the unaudited pro forma condensed combined statement of income. For the six months ended June 30, 2018, such Transaction expenses were $45 million. For the year ended December 31, 2017, such Transaction expenses were determined not to be significant. Management has identified an additional $35 million of Transaction-related expenses, not yet incurred, primarily related to deal advisory fees. Transaction-related expenses will be determined after further refined as more information becomes available. Certain amounts from the completion historical financial statements of the Merger, and the final allocations may differ materially from those presentedFederal-Mogul were reclassified to conform their presentation to that of Tenneco (see Note 9).

Basis of Pro Forma Presentation. The Unaudited Pro Forma Condensed Combined Statements of Income for the year ended December 31, 2015 give effect to the Acquisition as if it had been consummated on January 1, 2015. The Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2015 gives effect to the Acquisition as if it had been consummated on December 31, 2015. The unaudited pro forma condensed combined financial information has been prepared for informational purposes only and is not necessarily indicative of the combined financial position or results of operations in future periods or the results that actually would have been realized had the acquisition actually occurred on the dates indicated above. The adjustments necessary to present fairly the unaudited pro forma condensed combined financial information have been made based on available information and, in the opinion of management, are reasonable. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma condensed combined information has been derived from the audited historical consolidated financial statements of Xxxxx Magal and Tudou. Certain financial statement line items Aimetis that are either included in Xxxxx's or referenced in this filling. The Aimetis historical presentation financial statements have been disaggregated or translated from Canadian dollars to U.S. dollars using historic exchanges rates. The average exchange rates applicable to Aimetis during the periods presented for the pro forma condensed combined statement of income and the period end exchange rate applicable to conform to corresponding financial Aimetis for the pro forma condensed combined balance sheet are as follows: USD/CAD Average exchange rate for year ended December 31, 2015 (Aimetis pro forma condensed combined statement line items included in Youkuof income) 1.2757 Period end exchange rate as of December 31, 2015 (Aimetis pro forma condensed combined balance sheet) 1.3866 Based on Magal's historical presentation. These include: business taxes, share based compensation expenses, selling and general administrative expenses relating to product development, professional content licensed, and intangible assets related to purchased software. Additionally, based on Xxxxxmanagement's preliminary review of Xxxxx's publicly disclosed summary the respective summaries of significant accounting policies of Aimetis and preliminary discussions with Tudou managementamong the respective management teams, the nature and amount of any adjustments to the historical financial statements of Tudou Aimetis to conform its accounting policies to those of Youku Magal are not expected to be material. Prior to and following the completion of the Merger, further Further review of Xxxxx's accounting policies and financial statements may result in additional revisions to TudouAimetis's policies and classifications to conform to those of YoukuMagal. Assumptions and estimates underlying the unaudited pro forma adjustments are described in these notes and should be read in conjunction with the unaudited pro forma condensed combined financial information. Since the unaudited pro forma condensed combined financial information has been prepared based upon preliminary estimates, which could have a material impact on Youku's actual future financial condition and results of operations as compared to the Pro Forma Balance Sheet and Pro Forma Statement of Operations included in this joint proxy statement/prospectusfinal amounts may differ materially from the information presented. The Merger Acquisition is reflected in the Statements unaudited pro forma condensed combined financial information as an acquisition of Tudou all the outstanding shares of Aimetis by Youku using the acquisition method of accounting Magal in accordance with business combination accounting guidance under U.S. GAAPASC Topic 805, "Business Combinations". Under these accounting standards, the total estimated purchase price will be is calculated as described in Note 3 to the Statements2, and the assets acquired and the liabilities assumed will be from Aimetis are measured and recorded at their estimated fair valuevalues. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed, Youku has applied Magal estimated the accounting guidance under U.S. GAAP for fair value measurements. Fair value is defined values as the price that would be received to sell an asset or paid pay to transfer a liability in an orderly transaction between market participants as of the measurement date. The fair value measurements utilize estimates based on key assumptions in connection with of the Merger, including historical and current market dataAcquisition. The unaudited pro forma adjustments included in this joint proxy statement/prospectus herein are preliminary and will be revised at the effective time of the Merger adjusted as additional information becomes available and as valuation work is additional analyses are performed. The final purchase price allocation will be determined after the completion of the Merger, and the final allocations amounts of the assets acquired and liabilities assumed in the Acquisition may differ materially from the values recorded in the Unaudited Pro Forma Condensed Combined Balance Sheet. Estimated transaction costs have been excluded from the Unaudited Pro Forma Condensed Combined Statements of Income as they reflect charges directly related to the Acquisition and do not have an ongoing impact. However, the anticipated transaction costs are reflected in the Unaudited Pro Forma Condensed Combined Balance Sheet as an increase to other accounts payable and accrued expenses and a decrease to retained earnings. In addition, the unaudited pro forma condensed combined financial information does not include one-time costs directly attributable to the transaction, employee retention costs as per the Agreement that are expected to be paid subject to completion of thirteen months of employment with Aimetis, as those costs are not considered part of the purchase price, or are not expected to have a continuing impact. Magal and Aimetis expect to incur costs associated with integrating the operations of their respective businesses. The unaudited pro forma condensed combined financial information does not reflect the costs of any integration activities or benefits as a result of synergies that might result from the acquisition. The unaudited pro forma condensed combined financial information is provided for informational purposes only and does not purport to be indicative of the Company’s financial position or results of operations which would actually have been obtained had the Acquisition been completed as of the date or for the periods presented, or of the financial position or results of operations that may be obtained in the future.

Basis of Pro Forma Presentation. The Statements have been derived from the audited historical accompanying unaudited pro forma condensed consolidated financial statements are based on Xxxxxxxx’s historical condensed financial statements and HelpComm’s historical condensed financial statements as adjusted to give effect to the acquisition of Xxxxx and TudouHelpComm by Xxxxxxxx. Certain The unaudited pro forma condensed consolidated statement of income for the year ended December 31, 2017 gives effect to the acquisition of HelpComm as if it had occurred on January 1, 2017. The unaudited pro forma condensed consolidated balance sheet as of December 31, 2017 gives effect to the acquisition of HelpComm as if it occurred on December 31, 2017. The unaudited pro forma condensed consolidated financial statement line items included in Xxxxx's historical presentation statements do not necessarily reflect what the consolidated company’s financial condition or results of operations would have been disaggregated or condensed to conform to corresponding financial statement line items included had the acquisition occurred on the dates indicated. They also may not be useful in Youku's historical presentation. These include: business taxes, share based compensation expenses, selling and general administrative expenses relating to product development, professional content licensed, and intangible assets related to purchased software. Additionally, based on Xxxxx's review of Xxxxx's publicly disclosed summary of significant accounting policies and preliminary discussions with Tudou management, predicting the nature and amount of any adjustments to the historical financial statements of Tudou to conform its accounting policies to those of Youku are not expected to be material. Prior to and following the completion of the Merger, further review of Xxxxx's accounting policies and financial statements may result in revisions to Tudou's policies and classifications to conform to those of Youku, which could have a material impact on Youku's actual future financial condition and results of operations as compared to of the Pro Forma Balance Sheet and Pro Forma Statement of Operations included in this joint proxy statement/prospectusconsolidated company. The Merger is actual financial position and results of operations may differ significantly from the pro forma amounts reflected in herein due to a variety of reasons. Xxxxxxxx has prepared the Statements as an acquisition of Tudou by Youku unaudited pro forma condensed consolidated financial statements using the acquisition method of accounting in accordance with business combination accounting guidance under existing U.S. GAAP, with Bravatek as the acquirer in the transaction for accounting purposes. Under these accounting standardsthe acquisition method of accounting, the total estimated purchase price will be calculated as described in Note 3 to the Statements, and the assets acquired and the liabilities assumed will be measured at estimated fair value. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed, Youku has applied the accounting guidance under U.S. GAAP for assumed are recorded at fair value measurements. 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 as of the measurement datedate of acquisition. Bravatek has based the underlying tangible and intangible assets acquired and liabilities assumed on their respective fair market values, with excess purchase price allocated to goodwill and other intangible assets. Bravatek has measured the assets and liabilities of HelpComm based on various preliminary estimates and will revise them as Bravatek completes its valuation work. The fair value measurements utilize estimates based on key assumptions in connection with pro forma adjustments are preliminary and have been made solely for the Merger, including historical and current market data. The purpose of providing unaudited pro forma adjustments included condensed consolidated financial statements prepared in this joint proxy statement/prospectus are preliminary accordance with the rules and will be revised at the effective time regulations of the Merger as additional information becomes available and as valuation work is performedSEC. The final Bravatek will complete the purchase price allocation will be determined after completing the completion valuation of HelpComm’s assets and liabilities at the Merger, level of detail necessary to finalize the purchase price allocation. Differences between these preliminary estimates and the final allocations acquisition accounting may differ materially from those presentedoccur and these differences could have a material impact on the unaudited pro forma condensed consolidated financial statements and the consolidated company’s future results of operations and financial position. In order to prepare the unaudited pro forma condensed consolidated financial statements, Xxxxxxxx performed a preliminary review of HelpComm’s accounting policies and did not identify any significant differences. Bravatek is in the process of finalizing the review of HelpComm’s accounting policies to determine if differences in accounting policies require further adjustment or reclassification of HelpComm’s results of operations, assets or liabilities to conform to Bravatek’s accounting policies and classifications. As a result of that review, Bravatek may identify additional differences between the accounting policies of the two companies that, when conformed, could have a material impact on the unaudited pro forma condensed consolidated financial statements.

Basis of Pro Forma Presentation. The Statements have been unaudited pro forma condensed combined financial statements are derived from the audited historical consolidated financial statements of Xxxxx the Company and Tudou. Certain financial statement line items included in Xxxxx's historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Youku's historical presentation. These include: business taxes, share based compensation expenses, selling and general administrative expenses relating to product development, professional content licensed, and intangible assets related to purchased software. Additionally, based on Xxxxx's review of Xxxxx's publicly disclosed summary of significant accounting policies and preliminary discussions with Tudou management, the nature and amount of any adjustments to the historical financial statements of Tudou Wxxxxx. The unaudited pro forma condensed combined financial statements are prepared as a business combination using the purchase accounting method. The unaudited proforma condensed combined balance sheet as of June 30, 2023, together with the unaudited condensed combined statements of operations for the year ended June 30, 2023 presented herein gives effect to conform its accounting policies the Acquisition as if the transaction had occurred at the beginning of such period and includes certain adjustments that are directly attributable to those of Youku the transaction which are not expected to be material. Prior to and following the completion of the Merger, further review of Xxxxx's accounting policies and financial statements may result in revisions to Tudou's policies and classifications to conform to those of Youku, which could have a material continuing impact on Youku's actual future financial condition the Company, and results of operations are factually supportable, as compared to summarized in the Pro Forma Balance Sheet accompanying notes and Pro Forma Statement of Operations included in this joint proxy statement/prospectusassumptions. The Merger is reflected in Acquisition will be accounted for under the Statements as an acquisition of Tudou by Youku using the acquisition purchase accounting method of accounting in accordance with business combination accounting guidance under U.S. GAAPFASB ASC 805, Business Combinations, using the fair value concepts defined in ASC 820, Fair Value Measurements and Disclosures. Under these accounting standardsWe are treated as the “acquirer” and Wintus is treated as the “acquired” company for financial reporting purposes. Accordingly, the total estimated purchase price will be calculated as described in Note 3 consideration allocated to the StatementsWintus business’s net assets and liabilities for preparation of the unaudited pro forma condensed combined balance sheet is based upon their estimated preliminary fair values assuming the Acquisition was completed as of June 30, and 2023. The amount of the assets acquired and the liabilities assumed will be measured at estimated fair value. For the purpose purchase consideration that was in excess of measuring the estimated preliminary fair values of the Wintus’ business’ net assets and liabilities at June 30, 2023 is recorded as goodwill in the unaudited pro forma condensed combined balance sheet. We have completed the detailed valuation studies necessary to arrive at the final estimates of the fair value of Wintus’ assets to be acquired, the assets acquired liabilities to be assumed and liabilities assumed, Youku has applied the accounting guidance under U.S. GAAP for fair value measurements. 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 as related allocations of the measurement date. The fair value measurements utilize estimates based on key assumptions in connection with the Merger, including historical and current market dataPurchase Price. The unaudited pro forma condensed combined financial information includes pro forma adjustments included in this joint proxy statement/prospectus that are preliminary (i) directly attributable to the Acquisition, (ii) factually supportable, and will be revised at (iii) with respect to the effective time unaudited condensed combined pro forma statements of operations, expected to have a continuing impact on the results of operations of the Merger as additional information becomes available and as valuation work is performedcombined company. The final purchase price allocation will be determined after These unaudited pro forma condensed combined financial statements do not purport to represent what the completion actual consolidated results of operations of the MergerCompany would have been had the Merger been completed on the dates assumed, and the final allocations may differ materially from those presentednor are they necessarily indicative of future consolidated results of operations or consolidated financial position.

Basis of Pro Forma Presentation. The Statements have been derived from unaudited pro forma combined financial information shows the audited historical consolidated financial impact of the Ellipse Acquisition on the combined balance sheet and the combined statements of Xxxxx and Tudou. Certain financial statement line items included in Xxxxx's historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Youku's historical presentation. These include: business taxes, share based compensation expenses, selling and general administrative expenses relating to product development, professional content licensed, and intangible assets related to purchased software. Additionally, based on Xxxxx's review of Xxxxx's publicly disclosed summary of significant accounting policies and preliminary discussions with Tudou management, the nature and amount of any adjustments to the historical financial statements of Tudou to conform its accounting policies to those of Youku are not expected to be material. Prior to and following the completion of the Merger, further review of Xxxxx's accounting policies and financial statements may result in revisions to Tudou's policies and classifications to conform to those of Youku, which could have a material impact on Youku's actual future financial condition and results of operations as compared to the Pro Forma Balance Sheet and Pro Forma Statement of Operations included in this joint proxy statement/prospectus. The Merger is reflected in the Statements as an acquisition of Tudou by Youku using under the acquisition method of accounting with NuVasive treated as the acquirer. The acquisition method of accounting, provided by ASC 805 Business Combinations, uses the fair value concepts defined in accordance with business combination accounting guidance under U.S. GAAPASC 820 Fair Value Measurement. Under these accounting standardsthis method of accounting, the total estimated purchase price will be calculated as described in Note 3 to assets and liabilities of Ellipse are recorded by NuVasive at the Statements, and date of the assets acquired and the liabilities assumed will be measured at Ellipse Acquisition estimated fair value. For the purpose of measuring the estimated values, where fair value of the assets acquired and liabilities assumed, Youku has applied the accounting guidance under U.S. GAAP for fair value measurements. Fair value is defined in ASC 820 as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of at the measurement date. .” The fair values of Ellipse’s identifiable tangible and intangible assets acquired and liabilities assumed are based on fair value estimates as if the businesses had actually been combined as of January 1, 2014. Any excess of the purchase price over the fair value of identified assets acquired and liabilities assumed will be recognized as goodwill. Fair value measurements utilize may require extensive use of significant estimates and management’s judgment, and it is possible the application of reasonable judgment could produce varying results based on key a range of alternative estimates using the same facts and circumstances. Since the Ellipse Acquisition has just been consummated, access to information to make such estimates is limited. As such, certain assumptions used were preliminary and are subject to change as more information becomes available; however, management believes the fair values recognized for the assets to be acquired and liabilities to be assumed are reasonable estimates. Certain reclassification adjustments are presented in connection with the Merger, including historical and current market data. The unaudited pro forma adjustments included in this joint proxy statement/prospectus are preliminary and will combined financial statements to conform their presentation to that of NuVasive. Subsequent to the Ellipse Acquisition completion date, there may be revised at the effective time further refinements of the Merger business combination adjustments as additional information becomes available available. Increase or decrease in fair value of certain balance sheet amounts and other items of Ellipse as valuation work is performedcompared to the information presented here may change the amount of the business combination adjustments to goodwill and other assets and liabilities and may impact the income statement due to adjustments in yield and/ or amortization of adjusted assets and liabilities. The final purchase price allocation Additionally, there are certain tax positions that will be determined after realized upon the completion combination of the Merger, and companies which are not reflected in the final allocations may differ materially from those presentedcurrent unaudited pro forma combined financial information.

Basis of Pro Forma Presentation. The Statements have accompanying unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X and has been derived from the audited historical consolidated unaudited financial statements of Xxxxx Tenneco and TudouFederal-Mogul. Certain The financial statement line items included information has been adjusted in Xxxxx's historical presentation have been disaggregated or the accompanying unaudited pro forma condensed combined financial information to conform give effect to corresponding financial statement line items included in Youku's historical presentation. These include: business taxes, share based compensation expenses, selling and general administrative expenses relating to product development, professional content licensed, and intangible assets related to purchased software. Additionally, based on Xxxxx's review of Xxxxx's publicly disclosed summary of significant accounting policies and preliminary discussions with Tudou management, the nature and amount of any adjustments pro forma events that are (1) directly attributable to the historical financial statements transaction, (2) factually supportable and (3) with respect to the unaudited pro forma condensed combined statement of Tudou to conform its accounting policies to those of Youku are not income, expected to be material. Prior to and following the completion of the Merger, further review of Xxxxx's accounting policies and financial statements may result in revisions to Tudou's policies and classifications to conform to those of Youku, which could have a material continuing impact on Youku's actual future financial condition and the combined results of operations as compared to the Pro Forma Balance Sheet and Pro Forma Statement of Operations included in this joint proxy statement/prospectusTenneco. The Merger is reflected in the Statements as an acquisition of Tudou by Youku unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with business combination accounting guidance under U.S. GAAP. Under these accounting standardsASC 805, the total estimated purchase price will be calculated as described in Note 3 to the Statementswhich requires, and the assets acquired and the liabilities assumed will be measured at estimated fair value. For the purpose of measuring the estimated fair value of the among other things, that assets acquired and liabilities assumedassumed in a business combination be recognized at their fair values as of the acquisition date. The acquisition method of accounting, Youku has applied in accordance with ASC 805, uses the accounting guidance fair value concepts defined in ASC 820, “Fair Value Measurement” (“ASC 820”). ASC 820 defines fair value, establishes the framework for measuring fair value for any asset acquired or liability assumed under U.S. GAAP for GAAP, expands disclosures about fair value measurements, and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measurements. Fair value is defined in ASC 820 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.” This is an exit price concept for the valuation of an asset or liability. Market participants are assumed to be buyers or sellers in the most advantageous market for the asset or liability. Fair value measurement for an asset assumes the highest and best use by these market participants, and as a result, assets may be required to be recorded which are not intended to be used or sold. Additionally, the fair value may not reflect management’s intended use for those assets. Fair value measurements can be highly subjective and it is possible the application of reasonable judgment could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances. Fair value estimates were determined based on preliminary discussions between Tenneco and Federal-Mogul management, due diligence efforts, and information available in public filings. The allocation of the aggregate transaction consideration used in the preliminary unaudited pro forma condensed combined financial information is based on preliminary estimates. The estimates and assumptions are subject to change as of the measurement dateeffective time of the closing of the transaction. The fair value measurements utilize estimates final determination of the allocation of the aggregate transaction consideration will be based on key assumptions in connection with the Merger, including historical actual tangible and current market data. The unaudited pro forma adjustments included in this joint proxy statement/prospectus are preliminary intangible assets and will be revised the liabilities of Federal-Mogul at the effective time of the Merger as additional information becomes available transaction (see Note 5). Federal-Mogul’s assets acquired and as valuation work liabilities assumed will be recorded at their fair value at the transaction date. ASC 805 establishes that the consideration transferred shall be measured at the closing date of the transaction at the then-current market price. This particular requirement will likely result in a per share equity component that is performeddifferent from the amount assumed in this unaudited pro forma condensed combined financial information. The final purchase consideration for Tenneco’s acquisition of Federal-Mogul under the acquisition method will be based on the share price of Tenneco common stock on the closing date of the transaction multiplied by the Stock Consideration. The preliminary purchase price allocation assumes a Common Stock price of $46.57, the price at market close on June 19, 2018. Under the Purchase Agreement, until the date that is 10 business days prior to the anticipated closing date of the transaction, Tenneco may elect to conduct a primary offering of Common Stock in order to raise funds to increase the Cash Consideration by up to $400 million and decrease the Stock Consideration by selling up to 7,315,490 shares of Common Stock. The unaudited pro forma condensed combined financial information is presented solely for informational purposes and is not necessarily indicative of the combined results of operations or financial position that might have been achieved for the periods or dates indicated, nor is it necessarily indicative of the future results of the combined company. The unaudited pro forma condensed combined financial information has not been adjusted to give effect to certain expected financial benefits of the transaction, such as tax savings, cost synergies or revenue synergies, or the anticipated costs to achieve these benefits, including the cost of integration activities. Also, the unaudited pro forma condensed combined financial information does not reflect possible adjustments related to restructuring or integration activities that have yet to be determined or transaction or other costs following the combination that are not expected to have a continuing impact on the business of the combined company. Further, one-time transaction-related expenses anticipated to be incurred prior to, or concurrent with, the closing of the transaction are not included in the unaudited pro forma condensed combined statement of income. For the three months ended March 31, 2018, such transaction expenses were $13 million. For the year ended December 31, 2017, such transaction expenses were determined not to be significant. Management has identified an additional $30 million of transaction-related expenses, not yet incurred, primarily related to deal advisory fees. Transaction-related expenses will be determined after further refined as more information becomes available. Certain amounts from the completion historical financial statements of Federal-Mogul were reclassified to conform their presentation to that of Tenneco (see Note 9). The statement of income of Tenneco for the Mergeryear ended December 31, 2017 has been modified to reflect the retrospective adoption of ASU 2017-07, Compensation—Retirement Benefits. Accordingly, $3 million and $12 million of expense has been reclassified out of “Cost of sales” and “Selling, general, and the final allocations may differ materially from those presentedadministrative” costs, respectively, to “Other expense”.

Basis of Pro Forma Presentation. The Statements unaudited pro forma condensed combined balance sheet as of September 30, 2015 combines Spark Networks, Inc.’s (the “Company” or “our”) historical condensed consolidated balance sheet with the historical condensed balance sheet of Smooch and has been prepared as if our acquisition of Smooch had occurred on September 30, 2015. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2015 and for the year ended December 31, 2014 combine our historical condensed consolidated statements operations with Xxxxxx’s historical statements of operations and have been derived from prepared as if the audited acquisition had occurred on January 6, 2014, the date that Smooch was incorporated. The historical consolidated financial information is adjusted in the unaudited pro forma condensed combined financial information to give effect to pro forma events that are (1) directly attributable to the acquisition, (2) factually supportable, and (3) with respect to the condensed combined statements of Xxxxx and Tudou. Certain financial statement line items included in Xxxxx's historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Youku's historical presentation. These include: business taxesoperations, share based compensation expenses, selling and general administrative expenses relating to product development, professional content licensed, and intangible assets related to purchased software. Additionally, based on Xxxxx's review of Xxxxx's publicly disclosed summary of significant accounting policies and preliminary discussions with Tudou management, the nature and amount of any adjustments to the historical financial statements of Tudou to conform its accounting policies to those of Youku are not expected to be material. Prior to and following the completion of the Merger, further review of Xxxxx's accounting policies and financial statements may result in revisions to Tudou's policies and classifications to conform to those of Youku, which could have a material continuing impact on Youku's actual future financial condition and results of operations as compared to the Pro Forma Balance Sheet and Pro Forma Statement of Operations included combined results. We have accounted for the acquisition in this joint proxy statement/prospectus. The Merger is reflected in the Statements as an acquisition of Tudou by Youku unaudited pro forma condensed combined financial information using the acquisition method of accounting in accordance with business combination accounting guidance under U.S. GAAPFinancial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805”). Under these accounting standardsIn accordance with ASC 805, the total estimated purchase price will be calculated as described in Note 3 we use our best estimates and assumptions to assign fair value to the Statementstangible and intangible assets acquired at the acquisition date. Goodwill as of the acquisition date is measured as the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired. The pro forma adjustments described below were developed based on management’s assumptions and estimates, including assumptions related to the consideration paid and the allocation thereof to the assets acquired and the liabilities assumed will be measured at estimated from Smooch based on preliminary estimates of fair value. For the purpose of measuring the estimated fair value The final allocation of the assets acquired purchase consideration may differ from that reflected in the unaudited pro forma condensed combined financial information after final valuation procedures are performed and liabilities assumed, Youku has applied the accounting guidance under U.S. GAAP for fair value measurements. 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 as of the measurement date. The fair value measurements utilize estimates based on key assumptions in connection with the Merger, including historical intangible and current market datagoodwill amounts are finalized. The unaudited pro forma adjustments included in this joint proxy statement/prospectus are preliminary condensed combined financial information is provided for illustrative purposes only and will be revised at does not purport to represent what the effective time actual consolidated results of operations or the consolidated financial position of the Merger as additional information becomes available and as valuation work is performedcombined company would have been had the acquisition occurred on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or financial position. The final purchase price allocation will be determined after unaudited pro forma condensed combined financial information does not reflect any integration activities or cost savings from operating efficiencies, synergies, asset dispositions, or other restructurings that could result from the completion of the Merger, and the final allocations may differ materially from those presentedacquisition.

Basis of Pro Forma Presentation. The Statements have been unaudited pro forma condensed combined financial statements are derived from the audited historical consolidated financial statements of Xxxxx the Company and Tudou. Certain financial statement line items included in Xxxxx's historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Youku's historical presentation. These include: business taxes, share based compensation expenses, selling and general administrative expenses relating to product development, professional content licensed, and intangible assets related to purchased software. Additionally, based on Xxxxx's review of Xxxxx's publicly disclosed summary of significant accounting policies and preliminary discussions with Tudou management, the nature and amount of any adjustments to the historical financial statements of Tudou Biowin. The unaudited pro forma condensed combined financial statements are prepared as a business combination using the purchase accounting method. The unaudited proforma condensed combined balance sheet as of December 31, 2022, together with the unaudited condensed combined statements of operations for the year ended June 30, 2022 and for the six months ended December 31, 2022 presented herein gives effect to conform its accounting policies the Acquisition as if the transaction had occurred at the beginning of such periods and includes certain adjustments that are directly attributable to those of Youku the transaction which are not expected to be material. Prior to and following the completion of the Merger, further review of Xxxxx's accounting policies and financial statements may result in revisions to Tudou's policies and classifications to conform to those of Youku, which could have a material continuing impact on Youku's actual future financial condition the Company, and results of operations are factually supportable, as compared to summarized in the Pro Forma Balance Sheet accompanying notes and Pro Forma Statement of Operations included in this joint proxy statement/prospectusassumptions. The Merger is reflected in Acquisition will be accounted for under the Statements as an acquisition of Tudou by Youku using the acquisition purchase accounting method of accounting in accordance with business combination accounting guidance under U.S. GAAPFASB ASC 805, Business Combinations, using the fair value concepts defined in ASC 820, Fair Value Measurements and Disclosures. Under these accounting standardsWe are treated as the “acquirer” and Biowin is treated as the “acquired” company for financial reporting purposes. Accordingly, the total estimated purchase price will be calculated as described in Note 3 consideration allocated to the StatementsBiowin business’s net assets and liabilities for preparation of the unaudited pro forma condensed combined balance sheet is based upon their estimated preliminary fair values assuming the Acquisition was completed as of December 31, and 2022. The amount of the assets acquired and the liabilities assumed will be measured at estimated fair value. For the purpose purchase consideration that was in excess of measuring the estimated preliminary fair values of the Biowin’s business’s net assets and liabilities at December 31, 2022 is recorded as goodwill in the unaudited pro forma condensed combined balance sheet. We have not yet completed the detailed valuation studies necessary to arrive at the final estimates of the fair value of Biowin’s assets to be acquired, the assets acquired liabilities to be assumed and liabilities assumed, Youku has applied the accounting guidance under U.S. GAAP for fair value measurements. 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 as related allocations of the measurement date. The fair value measurements utilize estimates based on key assumptions in connection with the Merger, including historical and current market dataPurchase Price. The unaudited pro forma condensed combined financial information includes pro forma adjustments included in this joint proxy statement/prospectus that are preliminary (i) directly attributable to the Acquisition, (ii) factually supportable, and will be revised at (iii) with respect to the effective time unaudited condensed combined pro forma statements of operations, expected to have a continuing impact on the results of operations of the Merger as combined company. Actual results may differ from these unaudited pro forma condensed combined financial statements once we have determined the final Purchase Price for Biowin and have completed the valuation studies necessary to finalize the required Purchase Price allocations and identified any additional conforming accounting policy changes. There can be no assurance that such finalization will not result in material changes to the unaudited pro forma condensed combined financial information becomes available and as valuation work is performedpresented. The final purchase price preliminary unaudited pro forma Purchase Price allocation will be determined after has been made solely for preparing these unaudited pro forma condensed combined financial statements. These unaudited pro forma condensed combined financial statements do not purport to represent what the completion actual consolidated results of operations of the MergerCompany would have been had the Merger been completed on the dates assumed, and the final allocations may differ materially from those presentednor are they necessarily indicative of future consolidated results of operations or consolidated financial position.

Basis of Pro Forma Presentation. The Statements have pro forma financial information has been derived from the audited historical consolidated financial statements of Xxxxx and Tudou. Certain financial statement line items included in Xxxxx's historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Youku's historical presentation. These include: business taxes, share based compensation expenses, selling and general administrative expenses relating to product development, professional content licensed, and intangible assets related to purchased software. Additionally, based on Xxxxx's review of Xxxxx's publicly disclosed summary of significant accounting policies and preliminary discussions with Tudou management, the nature and amount of any adjustments to the historical financial statements of Tudou to conform its accounting policies to those of Youku are not expected to be material. Prior to and following the completion of the Merger, further review of Xxxxx's accounting policies and financial statements may result in revisions to Tudou's policies and classifications to conform to those of Youku, which could have a material impact on Youku's actual future financial condition and results of operations as compared to the Pro Forma Balance Sheet and Pro Forma Statement of Operations included in this joint proxy statement/prospectus. The Merger is reflected in the Statements as an acquisition of Tudou by Youku prepared using the acquisition method of accounting under U.S. GAAP, in accordance with business combination accounting guidance under U.S. GAAPAccounting Standards Codifications 805, “Business Combination” (“ASC 805”), and is derived from the audited and unaudited historical financial statements of NRG and Direct Energy. Under these accounting standardsThe unaudited pro forma combined balance sheet as of September 30, 2020 combines the total estimated purchase price historical condensed consolidated balance sheet of NRG and the historical condensed combined consolidated balance sheet of Direct Energy, after giving effect to the Acquisition and Transaction Accounting Adjustments as if they had occurred on September 30, 2020. The unaudited pro forma combined statements of operations for the nine months ended September 30, 2020 and the year ended December 31, 2019 combine the historical consolidated statements of operations of NRG and the historical combined consolidated statements of income/(loss) of Direct Energy, after giving effect to the Acquisition and Transaction Accounting Adjustments as if they had occurred on January 1, 2019. The pro forma financial information has been prepared by NRG for illustrative and informational purposes only, in accordance with Article 11. The pro forma financial information is based on the Transaction Accounting Adjustments and assumptions and is not necessarily indicative of what NRG’s consolidated statements of operations or consolidated balance sheet actually would have been had the Acquisition and Transaction Accounting Adjustments been completed as of the dates indicated, or what they will be calculated as described for any future periods. The pro forma financial information does not purport to project the future financial position or operating results of NRG following the completion of the Acquisition. The pro forma financial information does not reflect any cost savings, operating synergies, revenue enhancements or restructuring costs that may be achievable or incurred in Note 3 connection with the Acquisition. The acquisition method of accounting requires an acquirer to recognize and measure in its financial statements the Statements, and the identifiable assets acquired and the liabilities assumed will be measured at estimated fair value. For the purpose of measuring the estimated fair value of at the assets acquired and liabilities assumed, Youku has applied the accounting guidance under U.S. GAAP for fair value measurements. 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 as of the measurement acquisition date. The determination of fair value measurements utilize estimates used in the Transaction Accounting Adjustments is preliminary and based on key management’s best estimates considering currently available information and certain assumptions in connection with that management believes are reasonable under the Merger, including historical and current market datacircumstances. The unaudited pro forma adjustments included in this joint proxy statement/prospectus are preliminary and will be revised at the effective time of the Merger as additional information becomes available and as valuation work is performed. The final purchase price allocation will be determined after presented is dependent upon certain valuations and other analyses that have not yet been finalized. The actual amounts eventually recorded for purchase accounting, including the completion of the Merger, identifiable intangibles and the final allocations goodwill may differ materially from the information presented and could be materially impacted by changing fair value measurements caused by the volatility in the current market environment. Under ASC 805, acquisition-related transactions costs are not included as a component of the consideration transferred and are expensed in the period in which the costs are incurred. Total costs related to the Acquisition are estimated to be approximately $40 million. At this time NRG is not aware of any material differences in the accounting policies followed by NRG and those presentedused by Direct Energy in preparing its combined consolidated financial statements that would have a material impact on the pro forma financial information, except for the presentation of cash collateral paid/received in support of energy risk management activities as noted in Note 4(j).

Basis of Pro Forma Presentation. The Statements historical financial information has been adjusted to give pro forma effect to events that are related and/or directly attributable to the Business Combination, are factually supportable and are expected to have a continuing impact on the results of the Company. The adjustments presented in the unaudited pro forma combined financial statements have been derived from the audited historical consolidated financial statements of Xxxxx identified and Tudou. Certain financial statement line items included in Xxxxx's historical presentation have been disaggregated or condensed presented to conform to corresponding financial statement line items included in Youku's historical presentation. These include: business taxes, share based compensation expenses, selling and general administrative expenses relating to product development, professional content licensed, and intangible assets related to purchased software. Additionally, based on Xxxxx's review of Xxxxx's publicly disclosed summary of significant accounting policies and preliminary discussions with Tudou management, the nature and amount of any adjustments to the historical financial statements of Tudou to conform its accounting policies to those of Youku are not expected to be material. Prior to and following the completion provide relevant information necessary for an understanding of the Merger, further review of Xxxxx's accounting policies and financial statements may result in revisions to Tudou's policies and classifications to conform to those of Youku, which could have a material impact on Youku's actual future financial condition and results of operations as compared to the Pro Forma Balance Sheet and Pro Forma Statement of Operations included in this joint proxy statement/prospectus. The Merger is reflected in the Statements as an acquisition of Tudou by Youku using the acquisition method of accounting in accordance with business combination accounting guidance under U.S. GAAP. Under these accounting standards, the total estimated purchase price will be calculated as described in Note 3 to the Statements, and the assets acquired and the liabilities assumed will be measured at estimated fair value. For the purpose of measuring the estimated fair value Company upon consummation of the assets acquired and liabilities assumed, Youku has applied the accounting guidance under U.S. GAAP for fair value measurements. 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 as of the measurement date. The fair value measurements utilize estimates based on key assumptions in connection with the Merger, including historical and current market dataTransactions. The unaudited pro forma adjustments included in this joint proxy statement/prospectus are preliminary and will be revised at combined financial information is presented for illustrative purposes only. The financial results may have been different had the effective time companies been combined for the referenced periods. You should not rely on the unaudited pro forma combined financial information as being indicative of the Merger as additional information becomes available historical results that would have been achieved had the companies been combined for the referenced periods or the future results that the Company will experience. IGI, the Company and as valuation work is performedXxxxxxxx have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies. The final purchase price allocation will be determined after historical financial information of Xxxxxxxx has been adjusted to give effect to the completion differences between US GAAP and IFRS as issued by the IASB for the purposes of the Mergercombined unaudited pro forma financial information. No adjustments were required to convert Xxxxxxxx’s financial statements from US GAAP to IFRS for purposes of the combined unaudited pro forma financial information, except to classify shares of Tiberius common stock subject to redemption as non-current liabilities under IFRS. The adjustments presented in the unaudited pro forma combined financial information have been identified and presented to provide relevant information necessary for an understanding of the final allocations may differ materially from those presented.combined company after giving effect to the Business Combination. The unaudited pro forma combined financial information has been prepared based on the actual redemption of 7,910,076 shares of Tiberius common stock. Unaudited Pro Forma Combined Consolidated Statement of Financial Position as of December 31, 2019 Reflecting Actual Redemptions upon the Closing of the Business Combination on March 17, 2020 IGI (A) Xxxxxxxx (B) Pro Forma Adjustments Pro Forma Balance Sheet ASSETS Marketable securities held in Trust Account $ — $ 179,491,402 $(179,491,402 )(1) $ — Properties, premises and equipment 12,734,842 — — 12,734,842 Intangible assets 3,885,894 — — 3,885,894 Investments in associates 13,061,674 — — 13,061,674 Investment properties 25,712,312 — — 25,712,312 Investments 253,721,954 — — 253,721,954 Deferred policy acquisition costs 41,713,289 — — 41,713,289 Insurance receivables 112,974,844 — — 112,974,844 Deferred tax assets — — — — Other assets 7,754,225 — — 7,754,225 Reinsurance share of unearned premiums 33,916,549 — — 33,916,549 Reinsurance share of outstanding claims 176,212,424 — — 176,212,424 Deferred XOL premium 15,172,707 — — 15,172,707 Cash and cash equivalents and term deposits 312,213,087 78,697 179,491,402 (1) 23,611,809 (2) 25,000,000 (3) (20,850,000 )(4) (6,525,000 )(5) (2,350,000 )(6) (80,000,000 )(8) (82,306,714 )(7) 348,363,281 Income tax receivable — — — — Prepaid expenses and other current assets — 33,563 — 33,563 TOTAL ASSETS $ 1,009,073,801 $ 179,603,662 $ (143,419,905 ) $ 1,045,257,558 EQUITY AND LIABILITIES Equity: Issued share capital $ 143,375,678 $ — $ (143,375,678 )(8) $ — Common shares — 574 231 (2) 290 (3) 791 (7) 2,948 (8) 4,834 Additional paid in capital 2,773,000 1,499,910 23,611,578 (2) 24,999,710 (3) (6,525,000 )(5) 82,279,680 (7) 46,769,747 (8) 175,408,625 Treasury shares (20,102,500 ) — 20,102,500 (8) — Foreign currency translation reserve (332,785 ) — — (332,785 ) Fair value reserve 4,273,914 — — 4,273,914 Retained earnings 182,155,778 3,499,517 (13,500,000 )(4) (3,499,517 )(8) 168,655,778 Total Equity 312,143,085 5,000,001 30,867,280 348,010,366 Liabilities: Accounts payable and accrued expenses — 424,976 — (4) (125,000 )(6) 299,976 Gross outstanding claims 413,052,855 — — 413,052,855 Gross unearned premiums 206,214,029 — — 206,214,029 Other liabilities 14,863,282 — 14,863,282 Deferred tax liabilities 346,824 16,500 363,324 Insurance payables 53,543,737 — 53,543,737 Unearned commissions 8,909,989 — 8,909,989 Sponsor loan payable — 2,225,000 (2,225,000 )(6) — Deferred underwriting commissions — 7,350,000 (7,350,000 )(4) — Common shares subject to redemption — 164,587,185 (164,587,185 )(7) — Total Liabilities 696,930,716 174,603,661 (174,287,185 ) 697,247,192 TOTAL EQUITY AND LIABILITIES $ 1,009,073,801 $ 179,603,662 $ (143,419,905 ) $ 1,045,257,558

Basis of Pro Forma Presentation. The Statements historical financial information has been adjusted to give pro forma effect to events that are related and/or directly attributable to the Business Combination, are factually supportable and are expected to have a continuing impact on the results of Pubco. The adjustments presented in the unaudited pro forma combined financial statements have been derived from the audited historical consolidated financial statements identified and presented to provide relevant information necessary for an understanding of Xxxxx and Tudou. Certain financial statement line items included in Xxxxx's historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Youku's historical presentation. These include: business taxes, share based compensation expenses, selling and general administrative expenses relating to product development, professional content licensed, and intangible assets related to purchased software. Additionally, based on Xxxxx's review of Xxxxx's publicly disclosed summary of significant accounting policies and preliminary discussions with Tudou management, the nature and amount of any adjustments to the historical financial statements of Tudou to conform its accounting policies to those of Youku are not expected to be material. Prior to and following the completion Pubco upon consummation of the Merger, further review of Xxxxx's accounting policies and financial statements may result in revisions to Tudou's policies and classifications to conform to those of Youku, which could have a material impact on Youku's actual future financial condition and results of operations as compared to the Pro Forma Balance Sheet and Pro Forma Statement of Operations included in this joint proxy statement/prospectus. The Merger is reflected in the Statements as an acquisition of Tudou by Youku using the acquisition method of accounting in accordance with business combination accounting guidance under U.S. GAAP. Under these accounting standards, the total estimated purchase price will be calculated as described in Note 3 to the Statements, and the assets acquired and the liabilities assumed will be measured at estimated fair value. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed, Youku has applied the accounting guidance under U.S. GAAP for fair value measurements. 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 as of the measurement date. The fair value measurements utilize estimates based on key assumptions in connection with the Merger, including historical and current market dataTransactions. The unaudited pro forma adjustments included in this joint proxy statement/prospectus are preliminary and will be revised at combined financial information is presented for illustrative purposes only. The financial results may have been different had the effective time companies been combined for the referenced periods. You should not rely on the unaudited pro forma combined financial information as being indicative of the Merger as additional information becomes available historical results that would have been achieved had the companies been combined for the referenced periods or the future results that Pubco will experience. IGI, Xxxxx and as valuation work is performedXxxxxxxx have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies. The final purchase price allocation will be determined after historical financial information of Xxxxxxxx has been adjusted to give effect to the completion differences between US GAAP and IFRS as issued by the IASB for the purposes of the Mergercombined unaudited pro forma financial information. No adjustments were required to convert Xxxxxxxx’s financial statements from US GAAP to IFRS for purposes of the combined unaudited pro forma financial information, except to classify shares of Tiberius Common Stock subject to redemption as non-current liabilities under IFRS. The adjustments presented in the unaudited pro forma combined financial information have been identified and presented to provide relevant information necessary for an understanding of the final allocations may differ materially from those presented.combined company after giving effect to the Business Combination. The unaudited pro forma combined financial information has been prepared based on the actual redemption of 7,910,076 shares of Tiberius Common Stock. Unaudited Pro Forma Combined Consolidated Statement of Financial Position as of June 30, 2019 Reflecting Actual Redemptions upon the Closing of the Business Combination on March 17, 2020 IGI (A) Xxxxxxxx (B) Pro Forma Adjustments Pro Forma Balance Sheet ASSETS Marketable securities held in Trust Account $ — $ 178,122,646 $ (178,122,646 )(1) $ — Properties, premises and equipment 13,227,513 — — 13,227,513 Intangible assets 3,267,321 — — 3,267,321 Investments in associates 13,547,122 — — 13,547,122 Investment properties 31,097,058 — — 31,097,058 Deferred tax assets 442,732 — — 442,732 Investments 220,601,261 — — 220,601,261 Deferred policy acquisition costs 40,860,644 — — 40,860,644 Insurance receivables 122,059,533 — — 122,059,533 Other assets 6,759,432 — — 6,759,432 Reinsurance share of unearned premiums 36,961,095 — — 36,961,095 Reinsurance share of outstanding claims 180,254,586 — — 180,254,586 Deferred XOL premium 4,116,514 — — 4,116,514 Cash and cash equivalents and term deposits 279,483,095 43,638 178,122,646 (1) 23,611,809 (2) 25,000,000 (3) (20,850,000 )(4) (6,525,000 )(5) (1,790,000 )(6) (80,000,000 )(8) (81,679,445 )(7) 315,416,743 Income tax receivable — 2,000 — 2,000 Prepaid expenses and other current assets — 114,535 — 114,535 TOTAL ASSETS $ 952,677,906 $ 178,282,819 $ (142,232,636 ) $ 988,728,089 EQUITY AND LIABILITIES Equity: Issued share capital $ 143,375,678 $ — $ (143,375,678 )(8) $ — Common shares — 567 231 (2) 290 (3) 798 (7) 2,871 (8) 4,757 Additional paid in capital 2,773,000 2,031,533 23,611,578 (2) 24,999,710 (3) (6,525,000 )(5) 82,375,325 (7) 46,238,208 (8) (2,655,456 )(9) 172,848,898 Treasury shares (20,102,500 ) — 20,102,500 (8) — Foreign currency translation reserve (286,959 ) — — (286,959 ) Fair value reserve 3,959,871 — — 3,959,871 Retained earnings 178,849,502 2,967,901 (13,500,000 )(4) (2,967,901 )(8) 2,655,456 (9) 168,004,958 Total Equity 308,568,592 5,000,001 30,962,932 344,531,525 Liabilities: Accounts payable and accrued expenses — 152,250 — (4) (65,000 )(6) 87,250 Gross outstanding claims 397,160,743 — — 397,160,743 Gross unearned premiums 206,463,986 — — 206,463,986 Other liabilities 7,404,044 — 7,404,044 Insurance payables 25,070,947 — 25,070,947 Unearned commissions 8,009,594 — 8,009,594 Sponsor loan payable — 1,725,000 (1,725,000 )(6) — Deferred underwriting commissions — 7,350,000 (7,350,000 )(4) — Common shares subject to redemption — 164,055,568 (164,055,568 )(7) — Total Liabilities 644,109,314 173,282,818 (173,195,568 ) 644,196,564 TOTAL EQUITY AND LIABILITIES $ 952,677,906 $ 178,282,819 $ (142,232,636 ) $ 988,728,089

Basis of Pro Forma Presentation. The Statements have accompanying unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X and has been derived from the audited historical consolidated financial statements of Xxxxx Tenneco and TudouFederal-Mogul. Certain The financial statement line items included information has been adjusted in Xxxxx's historical presentation have been disaggregated or the accompanying unaudited pro forma condensed combined financial information to conform give effect to corresponding financial statement line items included in Youku's historical presentation. These include: business taxes, share based compensation expenses, selling and general administrative expenses relating to product development, professional content licensed, and intangible assets related to purchased software. Additionally, based on Xxxxx's review of Xxxxx's publicly disclosed summary of significant accounting policies and preliminary discussions with Tudou management, the nature and amount of any adjustments pro forma events that are (1) directly attributable to the historical financial statements Transaction, (2) factually supportable and (3) with respect to the unaudited pro forma condensed combined statement of Tudou to conform its accounting policies to those of Youku are not income, expected to be material. Prior to and following the completion of the Merger, further review of Xxxxx's accounting policies and financial statements may result in revisions to Tudou's policies and classifications to conform to those of Youku, which could have a material continuing impact on Youku's actual future financial condition and the combined results of operations as compared to of the Pro Forma Balance Sheet and Pro Forma Statement of Operations included in this joint proxy statement/prospectusCompany. The Merger is reflected in the Statements as an acquisition of Tudou by Youku unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with business combination accounting guidance under U.S. GAAP. Under these accounting standardsASC 805, the total estimated purchase price will be calculated as described in Note 3 to the Statementswhich requires, and the assets acquired and the liabilities assumed will be measured at estimated fair value. For the purpose of measuring the estimated fair value of the among other things, that assets acquired and liabilities assumedassumed in a business combination be recognized at their fair values as of the acquisition date. The acquisition method of accounting, Youku has applied in accordance with ASC 805, uses the accounting guidance fair value concepts defined in ASC 820, “Fair Value Measurement” (“ASC 820”). ASC 820 defines fair value, establishes the framework for measuring fair value for any asset acquired or liability assumed under U.S. GAAP for GAAP, expands disclosures about fair value measurements, and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measurements. Fair value is defined in ASC 820 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.” This is an exit price concept for the valuation of an asset or liability. Market participants are assumed to be buyers or sellers in the most advantageous market for the asset or liability. Fair value measurement for an asset assumes the highest and best use by these market participants, and as a result, assets may be required to be recorded which are not intended to be used or sold. Additionally, the fair value may not reflect management’s intended use for those assets. Fair value measurements can be highly subjective and it is possible the application of reasonable judgment could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances. Fair value estimates were determined based on preliminary discussions between Tenneco and Federal-Mogul management, due diligence efforts, and information available in public filings. The allocation of the aggregate transaction consideration used in the preliminary unaudited pro forma condensed combined financial information is based on preliminary estimates. The estimates and assumptions are subject to change as of the measurement dateeffective time of the closing of the Transaction. The fair value measurements utilize estimates final determination of the allocation of the aggregate transaction consideration will be based on key assumptions in connection with the Merger, including historical actual tangible and current market data. The unaudited pro forma adjustments included in this joint proxy statement/prospectus are preliminary intangible assets and will be revised the liabilities of Federal-Mogul at the effective time of the Merger as additional information becomes available Transaction (see Note 5). Federal-Mogul’s assets acquired and as valuation work liabilities assumed will be recorded at their fair value at the transaction date. ASC 805 establishes that the consideration transferred shall be measured at the closing date of the Transaction at the then-current market price. This particular requirement will likely result in a per share equity component that is performeddifferent from the amount assumed in this unaudited pro forma condensed combined financial information. The final purchase consideration for Tenneco’s acquisition of Federal-Mogul under the acquisition method will be based on the share price of Tenneco common stock on the closing date of the Transaction multiplied by the estimated fully diluted shares of Tenneco common stock. The preliminary purchase price allocation assumes a Tenneco common stock price of $44.92, the price at market close on May 3, 2018. Under the Transaction Agreement, until the date that is 10 business days prior to the anticipated closing date of the Transaction, Tenneco may elect to conduct an offering of common stock in order to raise funds to increase the Cash Consideration by up to $400 million and decrease the Stock Consideration by selling up to 7,315,490 shares of common stock. The unaudited pro forma condensed combined financial information is presented solely for informational purposes and is not necessarily indicative of the combined results of operations or financial position that might have been achieved for the periods or dates indicated, nor is it necessarily indicative of the future results of the combined company. The unaudited pro forma condensed combined financial information has not been adjusted to give effect to certain expected financial benefits of the Transaction, such as tax savings, cost synergies or revenue synergies, or the anticipated costs to achieve these benefits, including the cost of integration activities. Also, the unaudited pro forma condensed combined financial information does not reflect possible adjustments related to restructuring or integration activities that have yet to be determined or transaction or other costs following the combination that are not expected to have a continuing impact on the business of the combined company. Further, one-time transaction-related expenses anticipated to be incurred prior to, or concurrent with, the closing of the Transaction are not included in the unaudited pro forma condensed combined statement of income. As of December 31, 2017, such Transaction expenses were determined to not be significant. Management has identified $30 million of Transaction-related expenses primarily related to deal advisory fees. Transaction-related expenses will be determined after further refined as more information becomes available. Certain amounts from the completion historical financial statements of the Merger, and the final allocations may differ materially from those presentedFederal-Mogul were reclassified to conform their presentation to that of Tenneco (see Note 9).

Basis of Pro Forma Presentation. The Statements have unaudited pro forma condensed combined financial information has been derived from the audited historical consolidated financial statements of Xxxxx and Tudou. Certain financial statement line items included in Xxxxx's historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Youku's historical presentation. These include: business taxes, share based compensation expenses, selling and general administrative expenses relating to product development, professional content licensed, and intangible assets related to purchased software. Additionally, based on Xxxxx's review of Xxxxx's publicly disclosed summary of significant prepared by management under U.S. generally accepted accounting policies and preliminary discussions with Tudou management, the nature and amount of any adjustments to the historical financial statements of Tudou to conform its accounting policies to those of Youku are not expected to be material. Prior to and following the completion of the Merger, further review of Xxxxx's accounting policies and financial statements may result in revisions to Tudou's policies and classifications to conform to those of Youku, which could have a material impact on Youku's actual future financial condition and results of operations as compared to the Pro Forma Balance Sheet and Pro Forma Statement of Operations included in this joint proxy statement/prospectus. The Merger is reflected in the Statements as an acquisition of Tudou by Youku using the acquisition method of accounting principles (“U.S. GAAP”) in accordance with business combination accounting guidance Article 11 and is presented in U.S. dollars. The adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an understanding of Coherus after the consummation of the Combined Transactions. No tax effects related to Transaction Accounting Adjustments were included as the related impacts were immaterial. The pro forma adjustments related to the Disposition are preliminary and based upon available information and certain assumptions which management believes are reasonable under U.S. GAAP. Under these accounting standards, the total estimated purchase price will be calculated as circumstances and which are described in Note 3 the accompanying notes to the Statements, unaudited pro forma condensed combined financial information. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. The pro forma adjustments related to the Merger which are described in the accompanying notes to the unaudited pro forma condensed combined financial information are based on the fair value of Surface’s tangible and the identifiable intangible assets acquired and the liabilities assumed will be measured at estimated fair valueon the Acquisition Date. For the purpose Xxxxxxx believes that, even after reassessing its identification of measuring the estimated fair value of the all assets acquired and liabilities assumed, Youku has applied it was able to acquire Surface for a price that was completely allocable to identifiable assets acquired and liabilities assumed with no residual attributable to goodwill. Coherus was the legal acquiror of Surface. For accounting guidance under U.S. GAAP for fair value measurements. Fair value is defined purposes, Surface was treated as the price that would be received “acquired” company. This determination is primarily because subsequent to sell an asset or paid to transfer the Merger, Coherus’ stockholders have a liability in an orderly transaction between market participants majority of the voting power of the combined company, Xxxxxxx controls a majority of the governing body of the combined company and Coherus’ senior management comprises the senior management of the combined company. In accordance with U.S. GAAP, the assets and liabilities of Surface have been recorded at their fair values as of the measurement Acquisition date. The fair value measurements utilize estimates based unaudited pro forma condensed combined balance sheet as of September 30, 2023 reflects adjustments that depict the accounting for the Disposition and the related transactions as if they had occurred on key assumptions September 30, 2023. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2022 and for the nine months ended September 30, 2023 each reflect adjustments that give effect to Coherus’ results of operations as if the Combined Transactions had occurred on January 1, 2022, the first day of the earliest period presented. Surface’s historical operations for the period prior to the Acquisition Date (“Pre-Acquisition Surface”) are presented separately in the pro forma condensed combined financial information and the historical operations for the period including and after that Acquisition Date for the surviving entity, Surface Oncology, LLC have been presented within the consolidated results of Coherus. The pro forma financial information does not give effect to any anticipated synergies, dis-synergies operating efficiencies, tax savings or cost savings that may be associated with the Combined Transactions including the related transactions. There were no existing contractual relationships between Coherus and Surface or Coherus and Purchaser during the periods presented in the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information constitutes forward-looking information, is subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated and should be read in conjunction with the accompanying notes thereto. Coherus and Surface have incurred certain non-recurring charges in connection with the Merger. These charges consist of severance compensations offered to Surface’s executives and non-executive employees, including historical a termination fee resulting from the early termination of Surface’s operating lease, and current market datathe repayment and final balloon payment of Surface’s convertible note. The Xxxxxxx incurred certain additional non-recurring charges in connection with the Disposition. These charges primarily consist of accelerated share-based compensation and cash compensation arrangements offered to Company Employees (as defined in the Purchase Agreement). Transaction costs related to financial advisors, legal services and professional accounting services have also been incurred in conjunction with the Combined Transactions. These costs are not expected to be incurred in any period beyond twelve months from the closing dates of the Combined Transactions. Accordingly, the unaudited pro forma adjustments included condensed combined statement of operations for the year ended December 31, 2022 reflects the effects of these non-recurring charges, which are not accrued for in this joint proxy statement/prospectus are preliminary and will be revised at the effective time historical combined balance sheet of the Merger Coherus as additional information becomes available and as valuation work is performed. The final purchase price allocation will be determined after the completion of the MergerSeptember 30, and the final allocations may differ materially from those presented2023.

Basis of Pro Forma Presentation. The Statements Pro Forma Combined Financial Information has been prepared assuming the Transaction is accounted for using the acquisition method of accounting with Applied as the acquiring entity and Xxxxx as the acquiree. Under the acquisition method of accounting, Applied’s assets and liabilities will retain their carrying amounts while the assets acquired, and liabilities assumed of Akida will be recorded at their fair values measured as of the acquisition date. The excess of the purchase price over the estimated fair values of net assets acquired will be recorded as goodwill. The transaction accounting adjustments have been derived from prepared as if the Transaction had taken place on September 30, 2020 in the case of the Condensed Combined Balance Sheet, and on January 1, 2019 in the case of the Combined Condensed Statements of Operations for the year ended December 31, 2019 and the nine months ended September 30, 2020. The transaction accounting adjustments represent management’s estimates based on information available as of the date of this filing and are subject to change as additional information becomes available and additional analyses are performed. The Pro Forma Condensed Combined Financial Information does not reflect possible adjustments related to restructuring or integration activities that have yet to be determined. The accounting policies used in the preparation of the Pro Forma Condensed Combined Financial Information are those set out in the Company’s audited historical consolidated financial statements as of Xxxxx and Tudoufor the year ended December 31, 2019. Certain financial statement line items included in Xxxxx's historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Youku's historical presentation. These include: business taxes, share based compensation expenses, selling and general administrative expenses relating to product development, professional content licensed, and intangible assets related to purchased software. Additionally, based on Xxxxx's The Company performed a preliminary review of Xxxxx's publicly disclosed summary of significant accounting policies and preliminary discussions with Tudou management, the nature and amount of any adjustments to the historical financial statements of Tudou to conform its ’s accounting policies to those determine whether any adjustments were necessary to ensure comparability in the Pro Forma Condensed Combined Financial Information. At this time, the Applied is not aware of Youku are not expected any other differences that would have a material effect on the Pro Forma Condensed Combined Financial Information, including any differences in the timing of adoption of new accounting standards. However, Applied will continue to be material. Prior to and following the completion of the Merger, further perform its detailed review of Xxxxx's ’s accounting policies and financial statements and, upon completion of that review, differences may result in revisions to Tudou's be identified between accounting policies and classifications to conform to those of Youkuthe two companies that, which when conformed, could have a material impact on Youku's actual future financial condition and results of operations as compared to the Pro Forma Balance Sheet and Pro Forma Statement of Operations included in this joint proxy statement/prospectus. The Merger is reflected in the Statements as an acquisition of Tudou by Youku using the acquisition method of accounting in accordance with business combination accounting guidance under U.S. GAAP. Under these accounting standards, the total estimated purchase price will be calculated as described in Note 3 to the Statements, and the assets acquired and the liabilities assumed will be measured at estimated fair value. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed, Youku has applied the accounting guidance under U.S. GAAP for fair value measurements. 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 as of the measurement date. The fair value measurements utilize estimates based on key assumptions in connection with the Merger, including historical and current market data. The unaudited pro forma adjustments included in this joint proxy statement/prospectus are preliminary and will be revised at the effective time of the Merger as additional information becomes available and as valuation work is performed. The final purchase price allocation will be determined after the completion of the Merger, and the final allocations may differ materially from those presentedCondensed Combined Financial Information.