Common use of Basis of Pro Forma Presentation Clause in Contracts

Basis of Pro Forma Presentation. The accompanying unaudited pro forma condensed combined financial statements are based on the historical condensed consolidated financial statements of the Company and OWP Ventures, as adjusted to give effect to the Merger. The unaudited pro forma condensed consolidated balance sheets as of December 31, 2018 gives effect to the Merger of OWP Ventures as if it occurred on December 31, 2018. The unaudited pro forma condensed consolidated statements of operations and comprehensive income for the year ended December 31, 2018 gives effect to the Merger of OWP Ventures as if it had occurred on January 1, 2018. The unaudited pro forma combined financial information is based on the assumption that the Merger is accounted for using the acquisition accounting method in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations, and includes all adjustments that are directly attributable to the transactions, and are factually supportable regardless of whether they have continuing impact or are nonrecurring. The unaudited pro forma combined financial information does not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the Merger. The unaudited pro forma condensed combined financial information also does not include any future integration costs. The unaudited pro forma condensed combined financial information has been prepared by management for illustrative purposes only in accordance with Article 11 of SEC Regulation S-X 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 Company and OWP Ventures been reporting operations on a consolidated basis during the specified periods presented.

Basis of Pro Forma Presentation. The accompanying unaudited pro forma condensed combined Array historical financial information has been derived from the Company’s historical financial statements which are based on incorporated by reference in this Form 8-K. The STI historical financial information has been derived from the STI’s historical condensed consolidated financial statements which are filed in this Form 8-K. Certain of the Company and OWP VenturesSTI’s historical amounts have been reclassified to conform to Xxxxx’s financial statement presentation, as adjusted to give effect to the Merger. The unaudited pro forma condensed consolidated balance sheets as of December 31, 2018 gives effect to the Merger of OWP Ventures as if it occurred on December 31, 2018. The unaudited pro forma condensed consolidated statements of operations and comprehensive income for the year ended December 31, 2018 gives effect to the Merger of OWP Ventures as if it had occurred on January 1, 2018. The unaudited pro forma combined financial information is based on the assumption that the Merger is accounted for using the acquisition accounting method discussed further in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations, and includes all adjustments that are directly attributable to the transactions, and are factually supportable regardless of whether they have continuing impact or are nonrecurring. The unaudited pro forma combined financial information does not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the MergerNote 3. The unaudited pro forma condensed combined financial information also does should be read in conjunction with each company’s historical financial statements and the notes thereto. The unaudited pro forma condensed combined balance sheet gives effect to the STI Acquisition and the issuance of the Preferred Shares as if they had been completed on December 31, 2021. The issuance of the Notes is included in the Array historical consolidated balance sheet as of December 31, 2021. The unaudited pro forma condensed combined statement of operations gives effect to the Transactions as if they had been completed on January 1, 2021. In the opinion of Xxxxx’s management, all material adjustments have been made that are necessary to present fairly the unaudited pro forma condensed combined financial information in accordance with Article 11. Xxxxx has elected not include any future integration coststo present Management’s Adjustments and is presenting only Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information. The adjustments presented in the unaudited pro forma condensed combined financial information has been identified and presented to provide relevant information necessary to assist in understanding the post-combination company. The unaudited pro forma condensed combined financial information has been prepared by management for illustrative purposes only in accordance with Article 11 of SEC Regulation S-X and is do not necessarily purport to be indicative of the combined financial position or results of operations in future periods or of the results combined company that actually would have been realized occurred if the Transactions had occurred on the Company and OWP Ventures been reporting operations on a consolidated basis during dates indicated, nor are they indicative of Array’s future financial position or results of operations. In addition, future results may differ significantly from those reflected in the specified periods presentedunaudited pro forma condensed combined financial information.

Basis of Pro Forma Presentation. The accompanying unaudited pro forma condensed combined financial statements are based on the historical condensed consolidated financial statements information has been prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma consolidated financial information has been prepared to illustrate the effect of the Company Reverse Recapitalization and OWP Ventures, as adjusted to give effect to the MergerPrivate Placement Transactions (the “Transactions”) and have been prepared for informational purposes only. The unaudited pro forma condensed consolidated balance sheets sheet as of December March 31, 2018 gives effect to 2023 assumes that the Merger of OWP Ventures as if it Transactions occurred on December March 31, 20182023. The unaudited pro forma condensed consolidated income statements of operations and comprehensive income for the three months ended March 31, 2023, and year ended December 31, 2018 gives effect to 2022, assume that the Merger of OWP Ventures as if it had Reorganization Transactions occurred on January 1, 20182023 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 combined financial information is based on the assumption that the Merger is accounted for using the acquisition accounting method in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations, and includes all adjustments that are directly attributable to the transactions, and are factually supportable regardless of whether they have continuing impact or are nonrecurring. The unaudited pro forma combined consolidated financial information does not give effect to the potential impact of current financial conditions, regulatory mattersany anticipated synergies, operating efficiencies efficiencies, tax savings, or other cost savings or expenses that may be associated with the Merger. The transaction accounting adjustments 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 the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the 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 condensed combined consolidated financial information also does not include any future integration costsinformation. The unaudited pro forma condensed combined consolidated financial information has been prepared by management for illustrative purposes only in accordance with Article 11 of SEC Regulation S-X and is not necessarily indicative of what the combined financial position or actual results of operations in future periods or the results that actually and financial position of Novint Technologies, Inc. would have been realized had the Company Reverse Recapitalization and OWP Ventures been reporting the Private Placement transactions taken place on the date indicated, nor are they indicative of the future consolidated results of operations on a consolidated basis during or financial position of the specified periods presentedpost-combination company. They should be read in conjunction with the historical financial statements and notes thereto of Novint.

Basis of Pro Forma Presentation. The accompanying adjustments presented in the unaudited pro forma condensed combined financial statements are based on the historical condensed consolidated financial statements have been identified and presented to provide an understanding of the Company and OWP Ventures, as adjusted to give effect to combined company upon consummation of the MergerTransactions for illustrative purposes. The following unaudited pro forma condensed consolidated balance sheets combined financial information has been prepared in accordance with Article 11 of Regulation S-X as of December 31amended by the final rule, 2018 gives effect Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the Merger of OWP Ventures as if it existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred on December 31, 2018or are reasonably expected to occur (“Management’s Adjustments”). The Company has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the following unaudited pro forma condensed consolidated statements of operations and comprehensive income for the year ended December 31, 2018 gives effect to the Merger of OWP Ventures as if it had occurred on January 1, 2018combined financial information. The unaudited pro forma combined financial information is based on for illustrative purposes only. The financial results may have been different had the assumption that the Merger is accounted for using the acquisition accounting method in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations, and includes all adjustments that are directly attributable to the transactions, and are factually supportable regardless of whether they have continuing impact or are nonrecurringcompanies always been combined. The unaudited pro forma combined financial information does should not be relied upon as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience. Arqit Limited and Xxxxxxxxx have not had any historical relationship prior to the Transactions. Accordingly, no transaction accounting adjustments were required to eliminate activities between the companies. The historical financial information of Centricus has been adjusted to give effect to the potential differences between U.S. GAAP and IFRS for the purposes of the unaudited pro forma combined financial information. No adjustments were required to convert Centricus’ financial statements from U.S. GAAP to IFRS except to reclassify Centricus’ accrued offering costs and related party promissory note payable to trade and other payables, and to reclassify formation and operating costs to administrative expenses to align with IFRS presentation. This did not impact total current liabilities total liabilities or loss from operations. Centricus consummated its IPO on February 8, 2021. Transactions post year end that are directly attributable, factually supportable, and that are expected to have an impact on the combined entity have been included in the transaction accounting adjustments for the unaudited pro forma combined statement of current operations for the year ended September 30, 2020. The adjustments presented in the unaudited pro forma combined financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with information have been identified and presented to provide relevant information necessary for an accurate understanding of the Mergercombined company after giving effect to the Transactions. The unaudited pro forma condensed combined financial information also does not include any future integration costs. The unaudited pro forma condensed combined financial information has been prepared by management for illustrative purposes only in accordance with Article 11 of SEC Regulation S-X and is not necessarily indicative U.S. dollars as the presentation currency of the combined financial position or results company. Earnout Shares issuable upon satisfaction of operations the Earnout Condition have not been considered in future periods either the no redemption scenario or the results that actually would maximum redemption scenario. As the likelihood of the Earnout Condition being satisfied is believed to have been realized had a less than 50% probability, the additional 10,000,000 shares are not factored into the pro forma adjustments or transaction accounting adjustments. Under the terms of the Business Combination Agreement, Arqit Limited shareholders were entitled to their Pro Rata Portion of the lower of (i) the amount (which may be zero) by which the Parent Closing Cash exceeded $500,000,000, and (ii) $90,000,000 (the “Cash Consideration”) (only if the relevant Arqit Limited shareholder elected to receive Cash Consideration). The Parent Closing Cash did not exceed $500,000,000, and therefore no Cash Consideration was payable, and was not factored into the preparation of the unaudited pro forma combined financial information. The following table summarizes the pro forma number of Company ordinary shares outstanding following the completion of the Transactions, by source, in each case, without giving effect to (i) the Company warrants that remain outstanding immediately following the completion of the Transactions and OWP Ventures been reporting operations on a consolidated basis during may be exercised thereafter or (ii) any options that are outstanding following the specified periods presented.completion of the Transactions under the Company’s equity incentive plan, but includes the Centricus Class B ordinary shares, which upon the closing of the Merger converted into 8,625,000 Company ordinary shares): Centricus’ existing public shareholders 4,348,430 4 % Centricus Initial Shareholders 10,450,096 9 % PIPE Investors(2) 7,100,000 7 % Arqit Limited shareholders(3) 88,174,904 80 % Total 110,073,430 100 %

Basis of Pro Forma Presentation. The accompanying unaudited pro forma condensed combined financial statements are based on the historical condensed consolidated financial statements of the Company and OWP Ventures, as adjusted to give effect to the Merger. The unaudited pro forma condensed consolidated balance sheets as of December 31, 2018 gives effect to the Merger of OWP Ventures as if it occurred on December 31, 2018. The unaudited pro forma condensed consolidated statements of operations and comprehensive income for the year ended December 31, 2018 gives effect to the Merger of OWP Ventures as if it had occurred on January 1, 2018. The unaudited pro forma combined financial information is based on the assumption that the Merger is accounted for using the acquisition accounting method in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations, and includes all adjustments that are directly attributable to the transactions, and are factually supportable regardless of whether they have continuing impact or are nonrecurring. The unaudited pro forma combined financial information does not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the Merger. The unaudited pro forma condensed combined financial information also does not include any future integration costshas been prepared in accordance with Article 11 of Regulation S-X. The adjustments in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an illustrative understanding of New Tigo upon consummation of the Business Combination in accordance with GAAP. Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial information are described in the accompanying notes. The unaudited pro forma condensed combined financial information has been prepared by management presented for illustrative purposes only in accordance with Article 11 of SEC Regulation S-X and is not necessarily indicative of the combined operating results and financial position or results of operations in future periods or the results that actually would have been realized achieved had the Company Business Combination occurred on the dates indicated, and OWP Ventures been reporting operations does not reflect adjustments for any anticipated synergies, operating efficiencies, tax savings or cost savings. Any cash proceeds remaining after the consummation of the Business Combination and the other related events contemplated by the Merger Agreement are expected to be used for general corporate purposes. The unaudited pro forma condensed combined financial information does not purport to project the future operating results or financial position of New Tigo following the completion of the Business Combination. The unaudited pro forma adjustments represent management’s estimates based on a consolidated basis during information available as of the specified periods presented.date of the date of this Form 8-K and are subject to change as additional information becomes available and analyses are performed. XXXX and Legacy Tigo have not had any historical relationship prior to the transactions. Accordingly, no pro forma adjustments were required to eliminate activities between the companies. The following summarizes the pro forma New Tigo common stock issued and outstanding immediately after the Business Combination: Tigo Stockholders(1)(2) 56,326,024 96.9 % ROCG’s public shareholders(3)(4) 432,998 0.7 % Sponsors(5) 1,385,521 2.4 % Total 58,144,543 100.0 %

Basis of Pro Forma Presentation. The accompanying unaudited pro forma condensed combined financial statements are based on information has been prepared using the acquisition method of accounting under U.S. GAAP, in accordance with Accounting Standards Codifications 805, “Business Combination” (“ASC 805”), and is derived from the audited historical condensed consolidated financial statements of the Company NRG and OWP Ventures, as adjusted to give effect to the MergerVivint. The unaudited pro forma condensed consolidated combined balance sheets sheet as of December 31, 2018 gives 2022 combines the historical consolidated balance sheet of NRG and the historical consolidated balance sheet of Vivint, after giving effect to the Merger of OWP Ventures Transaction Accounting Adjustments, as if it they had occurred on December 31, 20182022. The unaudited pro forma condensed consolidated statements combined statement of operations and comprehensive income for the year ended December 31, 2018 gives 2022 combines the historical consolidated statement of operations of NRG and the historical consolidated statement of operations of Vivint, after giving effect to the Merger of OWP Ventures Transaction Accounting Adjustments, as if it they had occurred on January 1, 20182022. The unaudited pro forma combined 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 assumption that the Merger is accounted for using the acquisition accounting method in accordance with the Financial Transaction Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations, Adjustments and includes all adjustments that are directly attributable to the transactions, and are factually supportable regardless of whether they have continuing impact or are nonrecurring. The unaudited pro forma combined financial information does not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the Merger. The unaudited pro forma condensed combined financial information also does not include any future integration costs. The unaudited pro forma condensed combined financial information has been prepared by management for illustrative purposes only in accordance with Article 11 of SEC Regulation S-X assumptions and is not necessarily indicative of the combined financial position or results what NRG’s consolidated statements of operations in future periods or the results that consolidated balance sheet actually would have been realized had the Company Transaction Accounting Adjustments been completed as of the dates indicated, or what they will be 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 revenue enhancements, cost savings, operating synergies or restructuring costs that may be achievable or incurred in connection with the Acquisition. The acquisition method of accounting requires an acquirer to recognize and OWP Ventures measure in its financial statements the identifiable assets acquired and the liabilities assumed at fair value at the acquisition date. The determination of fair value used in the Transaction Accounting Adjustments is preliminary and based on management’s best estimates considering currently available information and certain assumptions that management believes are reasonable under the circumstances. The purchase price allocation presented is dependent upon certain valuations and other analyses that have not yet been reporting operations finalized. The actual amounts eventually recorded for purchase accounting, including the identifiable intangibles and 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 $55 million. Acquisitions costs include due diligence, valuation, legal and filing fees, professional and other consulting fees. During the preparation of the unaudited pro forma combined financial statements, management performed a preliminary analysis of the Vivint financial information to identify differences in accounting policies as compared to those of NRG. At this time NRG is not aware of any material differences in the accounting policies followed by NRG and those used by Vivint in preparing its consolidated financial statements that would have a material impact on a consolidated basis during the specified periods presentedpro forma financial information.