Common use of Basis of Pro Forma Presentation Clause in Contracts

Basis of Pro Forma Presentation. The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting and is based on the historical consolidated financial statements of the Company and Morinda. The acquisition method of accounting is set forth in Accounting Standards Codification (“ASC”) 805, Business Combinations, and uses the fair value concepts defined in ASC 820, Fair Value Measurement. Under the acquisition method of accounting, the assets acquired and liabilities assumed are generally recorded as of the completion of the Merger at their respective fair values and added to those of the Company. Financial statements and reported results of operations of the Company issued after completion of the Merger will reflect these fair value adjustments, but the Company’s previously issued historical financial statements will not be retroactively restated. The unaudited pro forma condensed combined financial information does not reflect any potential cost savings or synergies that may be realized as a result of the Merger. Although the Company expects that some cost savings and synergies will result from the Merger, there can be no assurance that these cost savings will be achieved. The unaudited pro forma condensed combined financial information has been prepared based on the historical consolidated financial statements of the Company and Morinda, and by accounting for the Merger using the acquisition method. Pro forma effect has also been given for the Company’s equity offerings completed in the fourth quarter of 2018, since the proceeds were required to consummate the business combination. The unaudited pro forma condensed combined balance sheet as of September 30, 2018 combines the historical unaudited condensed balance sheets of the Company and Morinda as of September 30, 2018, giving effect to the Merger as if it had been consummated on September 30, 2018. The unaudited pro forma condensed combined statements of operations give effect to the Merger as if it had been consummated on January 1, 2017, and combine the historical consolidated statements of operations of the Company and Morinda for each of (i) the nine-month period ended September 30, 2018, and (ii) the year ended December 31, 2017. NEW AGE BEVERAGES CORPORATION

Basis of Pro Forma Presentation. The unaudited NRO Acquisition is expected to be accounted for as an asset acquisition in accordance with ASC 805. The estimated fair value of the consideration to be paid by us and allocation of that amount to the underlying assets acquired, on a relative fair value basis, will be recorded on our books as of the date of the Closing of the NRO Acquisition. Additionally, costs directly related to the NRO Acquisition are capitalized as a component of the Purchase Price. The Crypto Sale requires presentation as discontinued operations upon the issuance of future financial statements in accordance with GAAP. Pursuant to the requirements of Article 3 of Regulation S-X, the Crypto Sale is considered a significant disposition and requires pro forma condensed combined financial information presentation in accordance with Article 11 of Regulation S-X. The Merger was prepared using accounted for as a reverse asset acquisition under existing GAAP. For accounting purposes, Prairie LLC was treated as acquiring Merger Sub in the acquisition method of Merger. Accordingly, for accounting and is based on purposes, the historical consolidated financial statements of the Company and Morinda. The acquisition method represent a continuation of accounting is set forth in Accounting Standards Codification (“ASC”) 805, Business Combinations, and uses the fair value concepts defined in ASC 820, Fair Value Measurement. Under financial statements of Prairie LLC with the acquisition method being treated as the equivalent of accounting, Prairie LLC issuing stock for the net assets acquired and liabilities assumed are generally recorded as of the completion of the Merger at their respective fair values and added to those of the Company. Financial statements On the Merger Closing Date, the assets and reported results of operations liabilities of the Company issued after completion of the Merger will reflect these were recorded based upon relative fair value adjustmentsvalues, but the Company’s previously issued historical financial statements will not be retroactively restated. The unaudited pro forma condensed combined financial information does not reflect any potential cost savings with no goodwill or synergies that may be realized as a result of the Merger. Although the Company expects that some cost savings and synergies will result from the Merger, there can be no assurance that these cost savings will be achieved. The unaudited pro forma condensed combined financial information has been prepared based on the historical consolidated financial statements of the Company and Morinda, and by accounting for the Merger using the acquisition method. Pro forma effect has also been given for the Company’s equity offerings completed in the fourth quarter of 2018, since the proceeds were required to consummate the business combinationother intangible assets recorded. The unaudited pro forma condensed combined balance sheet as of September 30, 2018 2023 combines the historical unaudited condensed balance sheets sheet of the Company and Morinda as of September 30, 20182023 on a pro forma basis in accordance with Article 11 of Regulation S-X, giving effect to the Merger as amended, as if it the Transactions and the Subsequent Events, described in Note 2 below, had been consummated on September 30, 20182023. The unaudited pro forma condensed combined statements of operations give effect to for the Merger nine months ended September 30, 2023 and year ended December 31, 2022 combine the historical statements of operations of Prairie LLC, the historical statements of operations of the Company and the historical consolidated statements of operations of NRO, as applicable, for such periods on a pro forma basis as if it the Transactions and Subsequent Events, described in Note 2 below, had been consummated on January 1, 2017, 2022. The pro forma basic and combine diluted earnings (loss) per share amounts presented in the historical consolidated unaudited pro forma condensed combined statements of operations are based upon the number of shares of Common Stock outstanding, assuming the Company Transactions and Morinda for each of (i) the nine-month period ended September 30Subsequent Events, 2018described in Note 2 below, and (ii) the year ended December 31occurred on January 1, 2017. NEW AGE BEVERAGES CORPORATION2022.

Basis of Pro Forma Presentation. The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting and is based on statements are derived from the historical consolidated financial statements of InMed and the Company and Morindahistorical financial statements of BayMedica. The acquisition unaudited pro forma condensed combined financial statements are prepared as a business combination using the purchase accounting method. The unaudited pro forma condensed combined balance sheet has been prepared to reflect the transaction as if the Merger had been completed on September 30, 2021. The unaudited pro forma condensed combined statements of operations for the three months ended September 30, 2021 and for the year ended June 30, 2021 combine the historical statements of operations of InMed and BayMedica giving effect to the Merger as if it had been completed on July 1, 2020, the first day of the earliest period presented. The Merger will be accounted for under the purchase accounting method of accounting is set forth in Accounting Standards Codification (“ASC”) accordance with FASB ASC 805, Business Combinations, and uses using the fair value concepts defined in ASC 820, Fair Value MeasurementMeasurements and Disclosures. Under We are treated as the acquisition method of accounting“acquirer” and BayMedica is treated as the “acquired” company for financial reporting purposes. Accordingly, the purchase consideration allocated to the BayMedica business’s net assets acquired and liabilities assumed are generally for preparation of the unaudited pro forma condensed combined balance sheet is based upon their estimated preliminary fair values assuming the Merger was completed as of September 30, 2021. The amount of the purchase consideration that was in excess of the estimated preliminary fair values of the BayMedica’s business’s net assets and liabilities at September 30, 2021 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 completion fair value of BayMedica’s assets to be acquired, the liabilities to be assumed and the related allocations of the Merger at their respective fair values and added to those of the Company. Financial statements and reported results of operations of the Company issued after completion of the Merger will reflect these fair value adjustments, but the Company’s previously issued historical financial statements will not be retroactively restatedPurchase Price. The unaudited pro forma condensed combined financial information does not reflect any potential cost savings or synergies includes pro forma adjustments that may be realized as a result of the Merger. Although the Company expects that some cost savings and synergies will result from are (i) directly attributable to the Merger, there (ii) factually supportable, and (iii) with respect to the unaudited condensed combined 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 BayMedica 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 these cost savings such finalization will be achieved. The not result in material changes to the unaudited pro forma condensed combined financial information presented. The preliminary unaudited pro forma Purchase Price allocation has been prepared based on the historical consolidated financial statements of the Company and Morinda, and by accounting made solely for the Merger using the acquisition method. Pro forma effect has also been given for the Company’s equity offerings completed in the fourth quarter of 2018, since the proceeds were required to consummate the business combination. The preparing these unaudited pro forma condensed combined balance sheet as of September 30, 2018 combines the historical unaudited condensed balance sheets of the Company and Morinda as of September 30, 2018, giving effect to the Merger as if it had been consummated on September 30, 2018financial statements. The These unaudited pro forma condensed combined financial statements of operations give effect do not purport to represent what the Merger as if it had been consummated on January 1, 2017, and combine the historical actual consolidated statements results of operations of InMed would have been had the Company and Morinda for each Merger been completed on the dates assumed, nor are they necessarily indicative of (i) the nine-month period ended September 30, 2018, and (ii) the year ended December 31, 2017. NEW AGE BEVERAGES CORPORATIONfuture consolidated results of operations or consolidated financial position.

Basis of Pro Forma Presentation. The unaudited pro forma condensed combined financial information was prepared using following Unaudited Pro Forma Financial Statements present the acquisition method combination of accounting and is based on the historical consolidated financial statements of Empire adjusted to give effect to the Company purchase of the New Mexico Properties and Morindarelated transactions (the “Acquisition”). The acquisition method Unaudited Pro Forma Statements of accounting is set forth in Accounting Standards Codification (“ASC”) 805Operations for the three months ended March 31, Business Combinations2021, and uses for the fair value concepts defined in ASC 820year ended December 31, Fair Value Measurement. Under 2020, combine the acquisition method historical statements of accounting, consolidated operations of Empire and the assets acquired and liabilities assumed are generally recorded as purchase of the completion of the Merger at their respective fair values New Mexico Properties and added to those of the Company. Financial statements and reported results of operations of the Company issued after completion of the Merger will reflect these fair value adjustments, but the Company’s previously issued historical financial statements will not be retroactively restated. The unaudited pro forma condensed combined financial information does not reflect any potential cost savings or synergies that may be realized as a result of the Merger. Although the Company expects that some cost savings and synergies will result from the Merger, there can be no assurance that these cost savings will be achieved. The unaudited pro forma condensed combined financial information has been prepared based on the historical consolidated financial statements of the Company and Morinda, and by accounting for the Merger using the acquisition method. Pro forma effect has also been given for the Company’s equity offerings completed in the fourth quarter of 2018, since the proceeds were required to consummate the business combination. The unaudited pro forma condensed combined balance sheet as of September 30, 2018 combines the historical unaudited condensed balance sheets of the Company and Morinda as of September 30, 2018related transactions, giving effect to the Merger purchase and related transactions as if they had been consummated on January 1, 2020, the beginning of the earliest period presented. The Unaudited Pro Forma Balance Sheet combines the historical consolidated balance sheet of Empire and the purchase of the New Mexico Properties and related transactions as of March 31, 2021, giving effect to the purchase as if it had been consummated on September 30March 31, 20182021. The unaudited pro forma condensed combined statements of operations give effect adjustments are (1) directly attributable to the Merger as if it had been consummated on January 1transaction, 2017, and combine the historical consolidated statements of operations of the Company and Morinda for each of (i2) the nine-month period ended September 30, 2018factually supportable, and (ii3) represent management’s best estimates based on information available as for the date of this filing and subject to change as additional information becomes available and additional analyses are performed. The Unaudited Pro Forma Financial Statements should be read in conjunction with (a) the annual consolidated financial statements of Empire as of and for the year ended December 31, 20172020, included in its Annual Report on Form 10-K for the year ended December 31, 2020; (b) Empire’s unaudited condensed consolidated financial statements of operations included in its Quarterly Report on Form 10-Q for the three months ended March 31, 2021; (c) the audited Statements of Revenues and Direct Operating Expenses of the Oil and Natural Gas Properties Acquired by Empire Petroleum Corporation on May 14, 2021, from XTO Holdings, LLC for the years ended December 31, 2020 and 2019, respectively, as well as the accompanying unaudited interim Statements of Revenues and Direct Operating Expenses for the three months ended March 31, 2021 and 2020, respectively, as reported in this Form 8-K/A in Exhibit 99.1; and (d) the accompanying notes to the Unaudited Pro Forma Financial Statements. NEW AGE BEVERAGES CORPORATIONThe Unaudited Pro Forma Financial Statements are for illustrative purposes only and are not intended to represent or to be indicative of the combined results of operations or financial position that the Company would have reported had the transaction been in effect as of the dates set forth in these Unaudited Pro Forma Financial Statements and should not be taken as indicative of the Company’s future combined results of operations or financial position. The Unaudited Pro Forma Financial Statements do not reflect Empire’s operations going forward because the presentation of the operations of the New Mexico Properties is limited to only revenues and direct operating expenses related thereto, while other indirect operating expenses related to these Properties have been excluded. The marketing and transportation processes of the Company will also vary from historical on a go-forward basis. Furthermore, the actual results may differ significantly from that reflected in the Unaudited Pro Forma Financial Statements resulted additional information becomes available and additional analyses are performed. The Unaudited Pro Forma Financial Statements have been prepared assuming the Acquisition is accounted for as an asset acquisition using the acquisition method of accounting under Financial Accounting Standards Board (“FASB”) ASC 805, Business Combinations (“ASC 805”). Under the accounting for asset acquisitions, the Acquisition will be recorded using a cost accumulation and allocation model under which the cost of the acquisition is allocated on a relative fair value basis to the assets acquired and liabilities assumed. For asset acquisitions under ASC 805, acquisition-related transaction costs are capitalized as a component of the cost of the assets acquired. Estimating the future ARO requires management to make estimates and judgments regarding timing and existence of a liability, as well as what constitutes adequate restoration. Inherent in the fair value calculation are numerous assumptions and judgments including the ultimate costs, inflation factors, credit adjusted discount rates, timing of settlement and changes in the legal, regulatory, environmental, and political environments. Consideration paid for the Acquisition is approximately $17.9 million, which the Company allocated the cost of the Acquisition based on relative fair value of assets acquired and liabilities assumed. The acquisition-related transaction costs were approximately $0.02 million and were capitalized to oil and natural gas properties.

Basis of Pro Forma Presentation. The unaudited condensed combined pro forma condensed combined financial information was prepared using balance sheet as of June 30, 2024 gives pro forma effect to the acquisition Acquisition as if the Acquisition had occurred on June 30, 2024. The Acquisition will be accounted for by the purchase method of accounting pursuant to which the purchase price is allocated among the acquired tangible and is based intangible assets and assumed liabilities in accordance with estimates of their fair values on the date of acquisition. The unaudited condensed combined pro forma balance sheet as of June 30, 2024 was prepared by combining the Company’s historical consolidated financial unaudited condensed combined pro forma balance sheet as of June 30, 2024 with Megatran’s historical unaudited combined balance sheet as of June 30, 2024. The unaudited condensed combined pro forma statement of operations for the last full fiscal year was prepared by combining the Company’s historical audited statement of operations for the fiscal year ended March 31, 2024 with Megatran’s historical audited statement of operations and comprehensive income for the fiscal year ended December 31, 2023. The unaudited condensed combined pro forma statement of operations for the three months ended June 30, 2024 was prepared by combining the Company’s historical unaudited statement of operations for the three months ended June 30, 2024 with Megatran’s historical unaudited statement of operations and comprehensive income for the three months ended June 30, 2024. The unaudited condensed combined pro forma statements of operations for the Company twelve months ended March 31, 2024 and Morindathe three months ended June 30, 2024 give pro forma effect to the Acquisition as if the transaction had occurred on April 1, 2023 or April 1, 2024, respectively. The acquisition method pro forma adjustments represent the Company’s preliminary determination of purchase accounting adjustments and are based upon available information and certain assumptions that Company believes to be reasonable under the circumstances. The pro forma adjustments and certain assumptions are described in the accompanying notes. The allocation of the purchase price is set forth in Accounting Standards Codification (“ASC”) 805, Business Combinations, preliminary and uses the fair value concepts defined in ASC 820, Fair Value Measurement. Under the acquisition method of accounting, the assets acquired and liabilities assumed are generally recorded as of may be revised upon the completion of the Merger at their respective fair values and added to those review of the Companyfair value accounting and tax impacts from acquisitions, which is in progress. Financial statements and reported The final allocation of purchase price could differ materially from estimated allocated amounts included in these pro forma financial statements. The unaudited condensed combined pro forma financial information presented below does not purport to be indicative of the financial position or results of operations of the Company issued after completion had such transactions actually been completed as of the Merger will reflect these fair assumed dates and for the periods presented, or which may be obtained in the future. The following summarizes the preliminary estimated purchase price paid to Megatran and used in the allocation to account for Acquisition (in millions): Cash payment 30.0 Issuance of 1,297,600 shares of Company’s Common Stock 31.4 The value adjustments, but of the proceeds from the issuance of the shares of the Company’s previously issued historical financial statements will not be retroactively restated. The unaudited pro forma condensed combined financial information does not reflect any potential cost savings or synergies that may be realized as a result 's common stock, for the purpose of determining the Merger. Although the Company expects that some cost savings and synergies will result from the Mergeraccounting purchase price, there can be no assurance that these cost savings will be achieved. The unaudited pro forma condensed combined financial information has been prepared was determined based on the historical consolidated financial statements of closing price on the Company and Morinda, and by accounting for the Merger using day prior to the acquisition method. Pro forma effect has also been given for the Company’s equity offerings completed in the fourth quarter of 2018, since the proceeds were required to consummate the business combination. The unaudited pro forma condensed combined balance sheet as of September 30, 2018 combines the historical unaudited condensed balance sheets of the Company and Morinda as of September 30, 2018, giving effect to the Merger as if it had been consummated on September 30, 2018. The unaudited pro forma condensed combined statements of operations give effect to the Merger as if it had been consummated on January 1, 2017, and combine the historical consolidated statements of operations of the Company and Morinda for each of (i) the nine-month period ended September 30, 2018, and (ii) the year ended December 31, 2017. NEW AGE BEVERAGES CORPORATIONMegatran.

Basis of Pro Forma Presentation. The unaudited pro forma condensed combined financial statements have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission for the purposes of inclusion in Dynacast’s Current Report on Form 8-K/A prepared and furnished in connection with the Acquisition. Certain information was prepared using the acquisition method of accounting and is based on the historical consolidated disclosures normally included in financial statements of prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. However, we believe that the Company and Morindadisclosures provided herein are adequate to make the information presented not misleading. The acquisition method of accounting is set forth in Accounting Standards Codification (“ASC”) 805, Business Combinations, and uses the fair value concepts defined in ASC 820, Fair Value Measurement. Under the acquisition method of accounting, the assets acquired and liabilities assumed are generally recorded as of the completion of the Merger at their respective fair values and added to those of the Company. Financial statements and reported results of operations of the Company issued after completion of the Merger will reflect these fair value adjustments, but the Company’s previously issued historical financial statements will not be retroactively restated. The accompanying unaudited pro forma condensed combined financial information does not reflect any potential cost savings or synergies that may be realized as a result of the Merger. Although the Company expects that some cost savings and synergies will result from the Merger, there can be no assurance that these cost savings will be achieved. The unaudited pro forma condensed combined financial information has statements have been prepared based on to give effect to the historical consolidated financial statements of the Company and Morinda, and by accounting for the Merger using the acquisition method. Pro forma effect has also been given for the Company’s equity offerings completed in the fourth quarter of 2018, since the proceeds were required to consummate the business combinationTransactions. The unaudited pro forma condensed combined balance sheet as of September June 30, 2018 combines the historical unaudited condensed balance sheets of the Company and Morinda as of September 30, 2018, giving 2014 gives effect to the Merger Transactions as if it they had been consummated occurred on September June 30, 20182014. The unaudited pro forma condensed combined balance sheet is derived from the unaudited historical financial statements of Dynacast and Kinetics as of June 30, 2014. The unaudited pro forma condensed combined statements of operations give for the six months ended June 30, 2014 and year ended December 31, 2013 gives effect to the Merger Transactions as if it they had been consummated occurred on January 1, 2017, and combine the historical consolidated 2013. The unaudited pro forma condensed combined statements of operations are derived from the unaudited historical financial statements of Dynacast and Kinetics for the Company and Morinda for each of (i) the nine-month period six months ended September June 30, 2018, 2014 and (ii) the audited historical financial statements of Dynacast and Kinetics for the year ended December 31, 20172013. NEW AGE BEVERAGES CORPORATIONThe unaudited pro forma condensed combined financial statements should be read in conjunction with these accompanying notes to the unaudited pro forma condensed combined financial statements, our historical audited and unaudited consolidated financial statements and related notes, Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in Dynacast’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed on March 14, 2014, and Dynacast’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, filed on August 6, 2014, and Kinetics’ financial statements included in Exhibits 99.1 and 99.2 to this Current Report on Form 8-K/A. The unaudited pro forma condensed combined financial statements are provided for informational purposes only and do not purport to represent what the financial position or results of operations would actually have been if the Transactions had occurred as of the dates indicated or what such financial position or results will be for any future periods.

Basis of Pro Forma Presentation. The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting and is based on the historical consolidated financial statements of the Company and Morinda. The acquisition method of accounting is set forth in Accounting Standards Codification (“ASC”) 805, Business Combinations, and uses the fair value concepts defined in ASC 820, Fair Value Measurement. Under the acquisition method of accounting, the assets acquired and liabilities assumed are generally recorded as of the completion of the Merger at their respective fair values and added to those of the Company. Financial statements and reported results of operations of the Company issued after completion of the Merger will reflect these fair value adjustments, but the Company’s previously issued historical financial statements will not be retroactively restated. The unaudited pro forma condensed combined financial information does not reflect any potential cost savings or synergies that may be realized as a result of the Merger. Although the Company expects that some cost savings and synergies will result from the Merger, there can be no assurance that these cost savings will be achieved. The unaudited pro forma condensed combined financial information has been prepared based on the historical consolidated financial statements of the Company and Morinda, and by accounting for the Merger using the acquisition method. Pro forma effect has also been given for the Company’s equity offerings completed in the fourth quarter of 2018, since the proceeds were required to consummate the business combination. The unaudited pro forma condensed combined balance sheet as of September December 30, 2018 combines 2021 and the unaudited pro forma condensed statements of operations for the year ended December 31, 2021, are based on the historical unaudited condensed balance sheets financial statements of Vision Hydrogen Inc. (the Company “Company”) and Morinda as of September 30, 2018, VoltH2 (“Volt”) after giving effect to the Merger as if it had been Company’s disposition that was consummated on September 30May 11, 20182022 and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined statements balance sheet and statement of operations give effect to the Merger as if it had been consummated on January 1, 2017, and combine the historical consolidated statements of operations of the Company and Morinda for each of (i) the nine-month period ended September 30, 2018, and (ii) the year ended December 31, 20172021 are presented as if the disposition of the Dutch Projects had occurred on November 8, 2021 (date of original purchase) and were carried forward through each of the periods presented. NEW AGE BEVERAGES CORPORATIONThe fair values assigned to VoltH2’s assets and liabilities disposed of are based on audited financial statements from year end December 31, 2021. The unaudited pro forma 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 Dutch Projects been disposed of 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 the annual report on form 10K for the year ended December 31, 2021. Accounting Periods Presented For purposes of these unaudited pro forma condensed combined financial information, VoltH2’s historical financial statements for the year ended December 31, 2021 have been aligned to more closely conform to the Company’s financial information, as explained below. Certain pro forma adjustments were made to conform with accounting policies to the Company’s accounting policies as noted below.

Basis of Pro Forma Presentation. The unaudited pro forma condensed combined financial information Pro Forma Information was prepared in accordance with Article 11 of Regulation S-X. The Business Combination will be accounted for using the acquisition method of accounting and under ASC 805, with Praxair representing the accounting acquirer under this guidance. The Pro Forma Information is based on the Praxair’s and Linde AG’s historical consolidated financial statements which are adjusted to give pro forma effect to the Business Combination of Xxxxx XX and Praxair with Praxair representing the Company accounting acquirer, and Morindaother transactions presented herein, such as the Divestitures. The acquisition method of accounting is set forth in Accounting Standards Codification pro forma effects relate to events that are (“ASC”i) 805directly attributable to the Business Combination and Divestitures, Business Combinations(ii) factually supportable, and uses (iii) with respect to the unaudited pro forma condensed combined statements of income, expected to have a continuing impact on the combined group’s results. The pro forma adjustments are preliminary and based on estimates of the fair value concepts defined in ASC 820, Fair Value Measurement. Under the acquisition method and useful lives of accounting, the assets acquired and liabilities assumed are generally recorded as and have been prepared by the Company’s management to illustrate the estimated effect of the Business Combination, the Divestitures and certain other adjustments. The final determination of the purchase consideration and purchase accounting will be based on the fair values of the Xxxxx XX assets acquired and liabilities assumed at the date of the completion of the Merger at their respective fair values and added to those of the Company. Financial statements and reported results of operations of the Company issued after completion of the Merger will reflect these fair value adjustments, but the Company’s previously issued historical financial statements will not be retroactively restatedBusiness Combination. The unaudited pro forma condensed combined financial information does not reflect any potential cost savings or synergies that may be realized statements of income for the nine months ended September 30, 2018 and the year ended December 31, 2017 give effect to the Business Combination as a result of the Merger. Although the Company expects that some cost savings and synergies will result from the Mergerif it had occurred on January 1, there can be no assurance that these cost savings will be achieved2017. The unaudited pro forma condensed combined financial information has been prepared based on the historical consolidated financial statements of the Company and Morinda, and by accounting for the Merger using the acquisition method. Pro forma effect has also been given for the Company’s equity offerings completed in the fourth quarter of 2018, since the proceeds were required to consummate the business combination. The unaudited pro forma condensed combined balance sheet as of September 30, 2018 combines the historical unaudited condensed balance sheets of the Company and Morinda as of September 30, 2018, giving gives effect to the Merger Business Combination as if it had been consummated has occurred on September 30, 2018. The unaudited pro forma condensed combined Linde AG’s historical results are derived from Linde AG’s statements of operations give effect to financial position and profit or loss as of and for the Merger as if it had been consummated on January 1, 2017, and combine the historical consolidated statements of operations of the Company and Morinda for each of (i) the nine-month period nine months ended September 30, 2018, 2018 and (ii) the year ended December 31, 2017, respectively, prepared in accordance with IFRS as issued by the IASB. NEW AGE BEVERAGES CORPORATIONPraxair’s historical results are derived from the consolidated balance sheet and consolidated statement of income as of and for the nine months ended September 30, 2018 and the year ended December 31, 2017, respectively, prepared in accordance with U.S. GAAP.

Basis of Pro Forma Presentation. The 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 and unaudited financial statements of Winnebago and Newmar Corporation and Subsidiaries. The financial information has been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events that are (1) directly attributable to the Transaction, (2) factually supportable and (3) with respect to the unaudited pro forma condensed combined statement of income, expected to have a continuing impact on the combined results of operations of Winnebago. The fiscal year end of Newmar Acquired Companies, which is December 31, has been conformed to the fiscal year end of Winnebago, which is the last Saturday in August, for the purpose of presenting pro forma condensed combined financial statements, pursuant to Rule 11-02(c)(3) of Regulation S-X, as the fiscal years differed by more than 93 days. The historical statement of income of Newmar Corporation and Subsidiaries used in the unaudited pro forma condensed combined statement of income for the year ended August 31, 2019 was derived by adding the results from the unaudited consolidated statement of income for the six months ended June 30, 2019 to the results from the audited consolidated statement of income for the year ended December 31, 2018 and removing the results from the unaudited consolidated statement of income for the six months ended June 30, 2018. The historical balance sheet of Newmar Corporation and Subsidiaries used in the unaudited pro forma condensed combined balance sheet as of August 31, 2019 was the unaudited consolidated balance sheet as of June 30, 2019. In addition, certain amounts from the historical financial statements of Newmar Corporation and Subsidiaries were reclassified to conform their presentation to that of Winnebago (see Note 8). The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with ASC 805, which requires, among other things, that assets acquired and is based on the historical consolidated financial statements liabilities assumed in a business combination be recognized at their fair values as of the Company and Morindaacquisition date. The acquisition method of accounting is set forth accounting, in Accounting Standards Codification (“ASC”) accordance with ASC 805, Business Combinations, and uses the fair value concepts defined in ASC 820, “Fair Value Measurement” (“ASC 820”). Under ASC 820 defines fair value, establishes the acquisition method framework for measuring fair value for any asset acquired or liability assumed under GAAP, expands disclosures about fair value measurements, and specifies a hierarchy of accountingvaluation 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. The allocation of the aggregate transaction consideration, as well as certain amounts relating to the issuance of the convertible notes and the use of proceeds therefrom, used in the unaudited pro forma condensed combined financial information is based on preliminary estimates. The estimates and assumptions are subject to change as of the effective time of the closing of the Transaction. The final determination of the allocation of the aggregate transaction consideration will be based on the actual tangible and intangible assets and the liabilities of Newmar Acquired Companies at the effective time of the Transaction (see Note 5). Newmar Acquired Companies’ assets acquired and liabilities assumed are generally will be recorded as at their fair value at the transaction date. ASC 805 establishes that the consideration transferred shall be measured at the closing date of the completion Transaction at the then-current market price. This particular requirement will likely result in a per share equity component that is different from the amount assumed in this unaudited pro forma condensed combined financial information. The preliminary purchase price allocation assumes a common stock price of $49.24, the price at market close on October 23, 2019. The fair value of the Merger at their respective fair values and added Closing Stock Consideration also includes an approximate 5% discount for lack of marketability to those reflect the one-year lock-up period on the Closing Stock Consideration. If the price of the Company’s common stock increases or decreases by 10%, the purchase price would increase or decrease by $9.3 million and could impact the purchase price allocation. Financial statements The unaudited pro forma condensed combined financial information is presented solely for informational purposes and reported 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 Company issued after completion future results of the Merger will reflect these fair value adjustments, but the Company’s previously issued historical financial statements will not be retroactively restatedcombined 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 any potential cost savings possible adjustments related to restructuring or synergies integration activities that may have yet to be realized as determined or transaction or other costs following the combination that are not expected to have a result continuing impact on the business of the Mergercombined company. Although Further, one-time Transaction-related expenses anticipated to be incurred prior to, or concurrent with, the Company expects that some cost savings and synergies will result from closing of the Merger, there can be no assurance that these cost savings will be achieved. The Transaction are not included in the unaudited pro forma condensed combined financial information has been prepared based on the historical consolidated financial statements statement of the Company and Morinda, and by accounting for the Merger using the acquisition methodincome. Pro forma effect has also been given for the Company’s equity offerings completed in the fourth quarter of 2018, since the proceeds were required to consummate the business combination. The unaudited pro forma condensed combined balance sheet as of September 30, 2018 combines the historical unaudited condensed balance sheets of the Company and Morinda as of September 30, 2018, giving effect to the Merger as if it had been consummated on September 30, 2018. The unaudited pro forma condensed combined statements of operations give effect to the Merger as if it had been consummated on January 1, 2017, and combine the historical consolidated statements of operations of the Company and Morinda for each of (i) the nine-month period ended September 30, 2018, and (ii) For the year ended December August 31, 20172019, such acquisition-related expenses were $0.7 million. NEW AGE BEVERAGES CORPORATIONManagement has identified an additional $10.9 million of acquisition-related expenses, not yet incurred.

Basis of Pro Forma Presentation. The accompanying unaudited pro forma condensed combined balance sheet presents the Company’s historical financial position combined with NCTIC, NCTG and TAV as if the Acquisition had occurred on June 30, 2021. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2021 present the combined results of the Company as if the Acquisition with NCTIC, NCTG and TAV had occurred on January 1, 2021. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2020 present the combined results of the Company as if the Acquisition with NCTIC, NCTG and TAV had occurred on January 1, 2021. The accompanying unaudited pro forma condensed combined financial statements include management’s assumptions and certain adjustments as described in greater detail herein. The unaudited pro forma condensed combined balance sheet information was is based on the following: ● With respect to the Company, the unaudited balance sheet as of June 30, 2021; and ● With respect to NCTIC, NCTG and TAV, the unaudited combined balance sheets as of June 30, 2021. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2021 is based on the following: ● With respect to the Company, the unaudited statement of operations for the six months ended June 30, 2021 included in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021; and ● With respect to NCTIC, NCTG and TAV, the unaudited combined statements of operations for the six months ended June 30, 2021. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 is based on the following: ● With respect to the Company, the audited statement of operations for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020; and ● With respect to NCTIC and NCTG, the audited combined statements of operations for the year ended December 31, 2020 and with respect to TAV, the unaudited combined statement of operations for the year ended December 31, 2020. The accompanying unaudited pro forma condensed combined financial statements were prepared using the acquisition method of accounting in accordance with Accounting Standards Codification 805, “Business Combinations” (“ASC 805”) and is are based on the audited annual and unaudited interim historical consolidated financial statements of the Company and MorindaNCTIC and NCTG. The unaudited pro forma financial statements are presented for illustrative purposes only. The historical financial statements have been adjusted in the accompanying unaudited pro forma financial statements to give effect to the pro forma events that are (a) directly attributable to the Acquisition, (2) factually supportable, and (3) with respect to the unaudited pro forma condensed combined statement of operations, expected to have a continuing impact on the consolidated results. As the acquirer for accounting purposes, the Company has estimated the fair value of the NCTIC, NCTG and TAV assets acquired and liabilities assumed, and conformed the accounting policies of NCTG to its own accounting policies. The acquisition method of accounting is set forth in Accounting Standards Codification (“ASC”) 805, Business Combinations, and uses the fair value concepts defined in ASC 820, “Fair Value MeasurementMeasurements and Disclosures” (“ASC 820”). Under Fair value is defined in ASC 820 as “the acquisition method 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.” Fair value measurements can be highly subjective, and it is possible the application of accountingreasonable judgment could result in different assumptions resulting in a range of alternative estimates using the same facts and circumstances. The allocation of the purchase price is preliminary, pending the finalization of various estimates and analyses as outlined in the Purchase Agreement. Since these unaudited pro forma condensed combined financial statements have been prepared based on preliminary estimates of fair values attributable to the Acquisition, the assets acquired and liabilities assumed are generally actual amounts eventually recorded as for the Acquisition, may differ materially from the pro forma information presented. The unaudited forma condensed combined financial statements do not necessarily reflect what the combined company’s financial condition or results of operations would have been had the completion of Acquisition occurred on the Merger at their respective fair values and added to those of dates indicated. They may also not be useful in predicting the Company. Financial statements and reported future financial condition or results of operations of the Company issued after completion combined company. The actual financial position and results of operations may differ significantly from the Merger will reflect these fair value adjustments, but the Company’s previously issued historical financial statements will not be retroactively restatedpro forma amounts reflected herein due to a variety of factors. The unaudited pro forma condensed combined financial information does statements do not reflect any potential cost savings or from operating efficiencies, synergies that may be realized as a result of the Merger. Although the Company expects that some cost savings and synergies will could result from the MergerAcquisition, there can be no assurance that these cost savings will be achievedor additional expenses which could also result from the Acquisition. The Additionally, the unaudited pro forma condensed combined financial information has been prepared based on statements do not reflect additional revenue opportunities following the historical consolidated financial statements of the Company and Morinda, and by accounting for the Merger using the acquisition method. Pro forma effect has also been given for the Company’s equity offerings completed in the fourth quarter of 2018, since the proceeds were required to consummate the business combination. The unaudited pro forma condensed combined balance sheet as of September 30, 2018 combines the historical unaudited condensed balance sheets of the Company and Morinda as of September 30, 2018, giving effect to the Merger as if it had been consummated on September 30, 2018. The unaudited pro forma condensed combined statements of operations give effect to the Merger as if it had been consummated on January 1, 2017, and combine the historical consolidated statements of operations of the Company and Morinda for each of (i) the nine-month period ended September 30, 2018, and (ii) the year ended December 31, 2017. NEW AGE BEVERAGES CORPORATIONAcquisition.