Common use of Pro Forma Adjustments Clause in Contracts

Pro Forma Adjustments. The historical consolidated statements of income have been adjusted to give effect to pro forma events that are (i) directly attributable to the Acquisition, (ii) factually supportable, and (iii) expected to have a continuing impact on the combined results of FleetCor and Allstar. The following pro forma adjustments are included in the unaudited pro forma combined financial statements: A. Adjustments reflect the reclassification of Xxxxxxx’s accounts to conform to the Company’s accounting policies and financial statement presentation in the statement of income for the year ended December 31, 2011. The following table details these reclassification adjustments. Fraud losses reclassification from revenue $ 2,341 Fraud losses reclassification to processing expense (2,341 ) Processing expenses 12,748 Selling expenses (7,984 ) G&A expenses (4,764 ) Total — B. Adjustments to record the Company’s best estimate of certain additional incremental expenses and omitted corporate costs had FleetCor acquired Allstar on January 1, 2010. These adjustments are necessary as the historical financial statements of Allstar, a business carved out of a larger entity, are not indicative of the financial condition or results of operations going forward because of the changes in the business and omission of various operating expenses. These adjustments include additional marketing costs, executive salaries and related benefits, professional fees, operating costs and partnership commissions. Executive salaries and related benefits, professional fees and operating costs have been estimated based on the incremental difference between the Company’s estimated annual expenses for Allstar on an ongoing basis and amounts recorded in the historical financial results of Allstar. The Company’s estimates of these operational costs are based on actual employee costs and benefit rates and contracted rates of Allstar as a standalone entity. In the normal course of business, the Company entered into a partnership agreement with the Seller for the referral of potential new customers. The Company’s estimate of the additional incremental partnership commissions is the difference between calculating the commissions using the final contracted terms of the partnership agreement agreed with the Seller at date of the Acquisition and the estimated commission structure at the time the Allstar results of operations were audited and reviewed. These adjustments are forward-looking in nature.

Pro Forma Adjustments. The historical consolidated statements Inventories-Total's inventories of income crude oil and products have been adjusted from the lower of cost or net realizable value as determined by the last-in, first-out method of accounting to give effect fair market value. Property, Plant and Equipment-Pro forma adjustments have been made for Total to account for refinery maintenance turnaround costs under the deferral and amortization method versus the accrual method, to conform to the financial presentation of the Company. Retiree Health Care Benefits-Total adopted Statement of Financial Accounting Standards ("SFAS") No. 106, "Employer's Accounting for Postretirement Benefits other than Pensions," by recognizing an unfunded obligation and a corresponding asset for the actuarial present value of estimated benefits attributed to participant service rendered through January 1, 1993. Total was amortizing this transition asset over 20 years. For the unaudited pro forma events that financial data, this transition asset has been eliminated and the corresponding expense has been appropriately adjusted. Other Balance Sheet Adjustments-Pro forma adjustments to various assets and liabilities have been made for the effect of the Company's intentions of merging the operations of Total into the Company. Valuation adjustments have been provided for anticipated changes in operations and brands, as well as duplicate information technology and facilities. Expenses of the Merger-Expenses incurred in connection with the Arrangement are (i) directly attributable to considered part of the Acquisitioncost of Total being purchased and will be capitalized. These expenses primarily consist of financial advisory fees, (ii) factually supportableoutside legal, accounting and professional fees, and (iii) one-time costs of severance and other benefit payments to employees of Total that will result from the elimination of certain operational and administrative functions. These expenses are estimated to be approximately $30.0 million and have been reflected in the pro forma financial data. The pro forma financial data do not include any cost savings expected to have occur as a continuing impact on result of the combined results of FleetCor and AllstarArrangement. The following pro forma adjustments are included Income Taxes-A deferred income tax benefit has been provided in the unaudited pro forma financial data, representing the income tax effect on the pro forma financial data adjustments, calculated at a combined financial statements: A. Adjustments reflect federal and state rate of 38%. Goodwill-The aggregate effect of the reclassification pro forma balance sheet adjustments resulted in pro forma increases of Xxxxxxx’s accounts to conform to the Company’s accounting policies $44.9 million and financial statement presentation $80.6 million in the statement of income for the year ended goodwill at December 31, 20111996 and March 31, 1997, respectively, which is included in other assets. The following table details these reclassification adjustments. Fraud losses reclassification from revenue $ 2,341 Fraud losses reclassification to processing expense (2,341 ) Processing expenses 12,748 Selling expenses (7,984 ) G&A expenses (4,764 ) Total — B. Adjustments to record the Company’s best estimate of certain additional incremental expenses and omitted corporate costs had FleetCor acquired Allstar on January 1, 2010. These adjustments are necessary as the historical financial statements of Allstar, a business carved out of a larger entity, are not indicative of the financial condition or results of operations going forward because of the changes in the business and omission of various operating expenses. These adjustments include additional marketing costs, executive salaries and related benefits, professional fees, operating costs and partnership commissions. Executive salaries and related benefits, professional fees and operating costs have been estimated based on the incremental difference between the Company’s estimated annual expenses for Allstar on an ongoing basis and amounts recorded in the historical financial results of Allstar. The Company’s estimates of these operational costs are based on actual employee costs and benefit rates and contracted rates of Allstar as a standalone entity. In the normal course of business, the Company entered into a partnership agreement with the Seller for the referral of potential new customers. The Company’s estimate of the additional incremental partnership commissions is the difference between calculating the commissions using the final contracted terms of the partnership agreement agreed with the Seller at date of the Acquisition Goodwill will be amortized over 20 years and the estimated commission structure at the time the Allstar results of operations were audited and reviewed. These adjustments are forward-looking in naturepro forma income statement data include an adjustment to reflect such amortization.

Pro Forma Adjustments. The historical consolidated statements of income have been adjusted to give effect to pro forma events that are (i) directly attributable to the Acquisition, (ii) factually supportable, and (iii) expected to have a continuing impact on the combined results of FleetCor and Allstar. The following pro forma adjustments are included in the accompanying unaudited pro forma combined financial statementsstatement of income has been prepared as if the Acquisition was completed on January 1, 2014 for statement of income purposes and reflects the following pro forma adjustments: A. Adjustments reflect (A) The total purchase price of up to $5,500 for the reclassification JLA Acquisition consisted of Xxxxxxx’s accounts the following components (in thousands, except share amount): Initial cash paid at closing $ 2,250 Promissory note 1,250 Initial stock at closing (89,928 shares) 1,000 Conditional payment (cash) 125 Conditional payment (note) 375 Conditional payment (stock) 500 $ 5,500 (B) This pro forma adjustment to the Condensed Consolidated Balance Sheets represents the reversal to the cash balances acquired to conform to the Company’s accounting policies and financial statement presentation Acquisition agreement which stipulates that at the time of Closing, JLA shall have cash equal to $500. In the event total cash exceeds the $500 at the time of Closing, any excess will be returned to the Stockholders of JLA. As a result a $399 reversal to cash was included in the statement pro forma adjustment to Cash and cash equivalents. (C) These pro forma adjustment to the Condensed Consolidated Balance Sheets represent the reversal of income the assets which were not included as part of the JLA Acquisition. (D) The Acquisition has been accounted for under the year ended acquisition method of accounting. Under the acquisition method of accounting, the total acquisition consideration price was allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. The fair value measurements utilize estimates based on key assumptions of the Acquisition, and historical and current market data. The excess of the purchase price over the total of preliminary estimated fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill. In order to ultimately determine the fair values of tangible and intangible assets acquired and liabilities assumed for JLA, we engaged a third party independent valuation specialist, however as of the date of this report, the valuation was not complete. For purposes of these pro-forma financial statements, the Company has estimated the preliminary purchase price allocations based on historical inputs and data as of December 31, 20112014. The following actual purchase price allocation will be based on data as of January 30, 2015, once the third party independent valuation specialist has completed the final purchase price allocation. The table details these reclassification adjustments. Fraud losses reclassification from revenue $ 2,341 Fraud losses reclassification to processing expense (2,341 ) Processing expenses 12,748 Selling expenses (7,984 ) G&A expenses (4,764 ) Total — B. Adjustments to record below shows the preliminary purchase price allocations based on the Company’s best estimate of certain additional incremental expenses and omitted corporate costs had FleetCor acquired Allstar on January 1, 2010. These adjustments are necessary as the historical financial statements of Allstar, a business carved out of a larger entity, are not indicative estimates: Non-compete $ 262 Trade Name 215 Customer Relationships 1,637 Backlog 235 Total Intangibles 2,350 Goodwill (including assembled workforce) 2,630 Grand Total $ 4,981 The preliminary allocation of the financial condition or results of operations going forward because of the changes in the business and omission of various operating expenses. These adjustments include additional marketing costs, executive salaries and related benefits, professional fees, operating costs and partnership commissions. Executive salaries and related benefits, professional fees and operating costs have been estimated purchase price is based on the incremental difference between best information available and is pending, amongst other things: (i) the Company’s estimated annual expenses finalization of the valuation of the fair values and useful lives of property and equipment acquired; (ii) finalization of the valuations and useful lives for Allstar intangible assets; (iii) finalization of the valuation of accounts payable and accrued expenses; and (iv) finalization of the fair value of noncash consideration. During the measurement period (which is the period required to obtain all necessary information that existed at the acquisition date, or to conclude that such information is unavailable, not to exceed one year), additional assets or liabilities may be recognized, or there could be changes to the amounts of assets or liabilities previously recognized on an ongoing basis a preliminary basis, if new information is obtained about facts and amounts recorded circumstances that existed as of the acquisition date that, if known, would have resulted in the historical financial results recognition of Allstarthose assets or liabilities as of that date. The Company’s Company expects the purchase price allocations for the acquisition of JLA to be completed by the end of the second quarter of 2015. NV5 estimated the fair value of the NV5 shares issued on a preliminary basis based on quoted market value on the closing date, net of an approximately 10% discount to recognize the legal restrictions imposed by the United States federal securities laws. (E) Trade names are amortized on a straight-line basis over their estimated lives of one year. Customer backlog and customer relationships are amortized based on the future expected revenues, with weighted average amortization periods ranging from 1 to 7 years. Non-compete agreements are amortized over their contractual lives of four years. This pro forma adjustment to the Condensed Combined Pro-forma Statement of Income reflects the recording of amortization expense for the intangible assets acquired in the Acquisition, based on the preliminary estimates of these operational costs are based on actual employee costs and benefit rates and contracted rates of Allstar as a standalone entity. In the normal course of business, the Company entered into a partnership agreement with the Seller for the referral of potential new customers. The Company’s estimate fair values of the additional incremental partnership commissions is the difference between calculating the commissions using the final contracted terms of the partnership agreement agreed with the Seller at date of the Acquisition intangible assets acquired, and the estimated commission structure amortization periods: Customer relationships $ 174 Trade name 154 Customer backlog 147 Non-compete 77 Total amortization $ 552 (F) This pro forma adjustment reflects interest expense on the $1,250 uncollateralized promissory note issued to the former owners of JLA (bearing interest at a rate of 3.5% per annum), payable in four equal payments of $313 plus accrued and unpaid interest each and due on the time first, second, third, and fourth anniversaries of the Allstar results closing date of January 30, 2015. (G) This pro forma adjustment reflects the reversal of investment income associated with investments of $611, which were not included as assets acquired from the JLA Acquisition. (H) This pro forma adjustment reflects the income tax effect of the operations were audited of JLA and reviewed. These of the pro forma adjustments are forward-looking in natureusing the statutory income tax rate of NV5 of 35%.

Pro Forma Adjustments. The historical consolidated statements of income have been adjusted to give effect to pro forma events that are (i) directly attributable to the Acquisition, (ii) factually supportable, and (iii) expected to have a continuing impact on the combined results of FleetCor and Allstar. The following pro forma adjustments are included based on our preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma condensed combined financial statementsinformation: A. Adjustments reflect (a) Refer to the reclassification Denville adjustments described in the pro forma financial information filed within the Form 8-K on January 26, 2018. (b) This adjustment represents the net cash payments at the closing of Xxxxxxxthe Denville sale to pay down the existing outstanding debt, as well as the net cash payments at the closing of the DSI acquisition, including to pay down the existing outstanding DSI debt. (c) Represents the estimated adjustment to step up DSI’s accounts finished goods and work in process inventory to conform a fair value of approximately $11.5 million, an increase of $3.8 million from the carrying value. The fair value calculation is preliminary and subject to change. The fair value was determined based on the estimated selling price of the inventory less the remaining manufacturing and selling costs and a normal profit margin on those manufacturing and selling efforts. After the acquisition, the step-up in inventory fair value of $3.8 million will increase cost of sales over approximately five months as the inventory is sold. This increase is not reflected in the pro forma consolidated statements of operations because it does not have a continuing impact. (d) Represents the adjustment to deferred tax assets (net) resulting from the acquisition. The estimated net impact to the deferred tax assets stems primarily from the fair value adjustments for non-deductible purchase accounting fair value adjustments and intangible assets based on an estimated tax rate of approximately 21%. This estimate of deferred income tax balances is preliminary and subject to change based on management’s final determination of the fair value of assets acquired and liabilities assumed by jurisdiction. (e) Reflects the adjustment of historical intangible assets acquired by the Company to their estimated fair values. As part of the preliminary valuation analysis, the Company identified intangible assets, including technology, trade names, and customer relationships. The fair value of identifiable intangible assets is determined primarily using the “income approach,” which requires a forecast of all of the expected future cash flows. Since all information required to perform a detailed valuation analysis of DSI’s intangible assets could not be obtained as of the date of this filing, for purposes of these unaudited pro forma consolidated financial statements, the Company used certain assumptions. The following table summarizes the estimated fair values of DSI’s identifiable intangible assets and their estimated useful lives (in thousands): Technology $ 25,570 8.2 $ 3,155 IPR&D 1,387 7.4 187 Trade Names 3,524 9.4 374 Customer Relationships 9,837 12.4 792 Total $ 40,318 Pro forma amortization expense $ 4,508 These preliminary estimates of fair value and estimated useful lives will likely differ from final amounts the Company will calculate after completing a detailed valuation analysis, and the difference could have a material impact on the accompanying unaudited pro forma consolidated financial statements. (f) Reflects the adjustment to remove DSI’s historical goodwill of $1.9 million and record goodwill associated with the acquisition of approximately $20 million. The differences between the goodwill presented in the unaudited pro forma balance sheet and the goodwill as shown in Note 3 is changes in working capital between December 31, 2017 and the closing of the DSI acquisition. (g) Reflects the new term debt incurred to finance the acquisition of DSI, minus the effects of extinguishing the Company’s accounting policies and financial statement presentation DSI’s outstanding debt upon completion of the acquisition. The net increase to debt includes (in thousands): Issuance of new term debt $ 68,800 Decrease for extinguishment of existing DSI debt, net of deferred financing costs (9,513 ) Decrease for extinguishment of existing Harvard Bioscience debt, net of deferred financing costs (11,748 ) (h) Represents the estimated adjustment of $0.3 million to decrease the assumed deferred revenue obligations to fair value from the carrying value at December 31, 2017. The calculation of fair value is preliminary and subject to change. The fair value was determined based on the estimated costs to fulfill the remaining performance obligations plus a normal profit margin. After the acquisition, this adjustment will reduce revenue related to the assumed performance obligations as the maintenance services are provided over the next year. This decrease is not reflected in the pro forma consolidated statements of operations because it does not have a continuing impact. (i) Represents a $1 million transaction fee owed to a third party consultant, payable on and as of December 31, 2018, as well as $1 million owed to the sellers of DSI, inclusive within the aforementioned $70 million purchase price, and payable subsequent to the closing of the DSI acquisition. (j) Represents a liability for the estimated assumed above market lease obligation. The calculation of fair value is preliminary and subject to change. The fair value was determined based on a market assessment of leases at properties of similar condition, location and size. After the acquisition, this adjustment will offset rent expense related to the assumed lease. This offset is not reflected in the pro forma consolidated statements of operations. (k) Represents the elimination of DSI’s historical equity. (l) This adjustment represents the estimated transaction costs incurred as part of the DSI acquisition. This estimate is preliminary and may be subject to change. (m) DSI’s historical results, as shown in the unaudited pro forma consolidated statement of income operations, were derived to conform DSI’s fiscal results for the year ended June 30, 2017 to historical results for the year ended December 31, 20112017. In order to conform the results, the statement of operations activity for the six months ended December 31, 2016 was removed and replaced with the statement of operations activity for the six months ended December 31, 2017. (n) Represents the revenue recorded by Harvard Bioscience during the year ended December 31, 2017 for products and services sold to DSI that would have been eliminated as intercompany revenue as a combined entity. (o) Represents the estimated net increase to interest expense resulting from interest on the new term debt to finance the acquisition of DSI, as follows (in thousands): (in thousands) Year ended December 31, 2017 Interest Expense Elimination of Interest Expense - DSI debt $ (639 ) Elimination of Interest Expense - Harvard Bioscience debt (713 ) Interest Expense on new term debt 5,601 Pro forma adjustments to Interest Expense $ 4,249 The estimated amounts above do not estimate changes in interest rates associated with any of the variable rate debt, nor any future cash flow sweeps as both are unestimable at this time. Actual results could differ materially from the accompanying unaudited pro forma consolidated financial statements. (p) This adjustment represents the estimated income tax effect of the pro forma adjustments, as well as the effect of any changes to valuation allowances. The following table details these reclassification adjustments. Fraud losses reclassification from revenue $ 2,341 Fraud losses reclassification to processing expense (2,341 ) Processing expenses 12,748 Selling expenses (7,984 ) G&A expenses (4,764 ) Total — B. Adjustments to record the Company’s best estimate of certain additional incremental expenses and omitted corporate costs had FleetCor acquired Allstar on January 1, 2010. These adjustments are necessary as the historical financial statements of Allstar, a business carved out of a larger entity, are not indicative tax effect of the financial condition or results of operations going forward because of the changes in the business and omission of various operating expenses. These pro forma adjustments include additional marketing costs, executive salaries and related benefits, professional fees, operating costs and partnership commissions. Executive salaries and related benefits, professional fees and operating costs have been estimated was calculated based on the incremental difference between the Company’s estimated annual expenses for Allstar on an ongoing basis and amounts recorded in the historical financial results combined statutory rate of Allstar. The Company’s estimates of these operational costs are based on actual employee costs and benefit rates and contracted rates of Allstar as a standalone entity. In the normal course of business25% at December 31, the Company entered into a partnership agreement with the Seller for the referral of potential new customers. The Company’s estimate of the additional incremental partnership commissions is the difference between calculating the commissions using the final contracted terms of the partnership agreement agreed with the Seller at date of the Acquisition and the estimated commission structure at the time the Allstar results of operations were audited and reviewed. These adjustments are forward-looking in nature2017.

Pro Forma Adjustments. The historical consolidated statements of income have been adjusted to give effect to pro forma events that are (i) directly attributable to the Acquisition, (ii) factually supportable, and (iii) expected to have a continuing impact on the combined results of FleetCor and Allstar. The following pro forma adjustments are included based on our preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma combined condensed consolidated financial statements: A. Adjustments reflect (a) The estimated adjustment to cash and cash equivalents is as follows: Cash proceeds from Sale $ 575,000 Estimated indebtedness and net working capital adjustments (22,928 ) Net cash proceeds from Sale before fees 552,072 Contingent transaction fees relating to Sale (6,082 ) Net cash proceeds from Sale 545,990 Repayment of term loans (519,000 ) Net impact on cash and cash equivalents $ 26,990 As required under the provisions of our credit agreement, we expect to use the significant majority of the net proceeds from the Sale to pay down principal on the term loans under our credit agreement. (b) Reflects tax-related adjustments to (i) reclassify income taxes payable of $7,388 to intercompany receivable (other current assets), which represents taxes paid by the Company on behalf of the Nutrition Business; and (ii) increase deferred tax assets by $632 (included in the long-term deferred tax liability line item) due to the acceleration of certain unvested stock-based compensation awards in connection with the Sale. (c) Estimated transaction fees of $2,725 have been added to accrued liabilities in the condensed consolidated pro forma balance sheet as of September 30, 2020. This adjustment represents the estimated transaction fees (such as professional fees and due diligence costs) to be incurred subsequent to September 30, 2020. During the nine months ended September 30, 2020, we incurred $2,755 of transaction fees, which have been removed from the condensed consolidated condensed statement of operations for such period. Contingent transaction fees relating to the Sale (such as advisory fees) that were paid at closing by the Company were $6,082. (d) We expect to use $519,000 of the net proceeds from the Sale to repay debt under our credit agreement. We also expect to write off $8,946 of the debt issue costs and original issue discount (“OID”) associated with the debt. (e) This adjustment reflects the stock-based compensation expense associated with the acceleration of certain unvested stock-based compensation awards in connection with the Sale. (f) The estimated adjustment to retained earnings consists of the following: Write-off of debt issue costs and OID (see Note 2(d)) $ (8,946 ) De-designation of interest rate swaps (see Note 2(g)) (14,336 ) Accrual of transaction fees (see Note 2(c)) (2,725 ) Contingent transaction fees relating to Sale (see Note 2(c)) (6,082 ) Tax adjustment (see Note 2(b)) 632 Stock-based compensation (see Note 2(e)) (2,289 ) $ (33,746 ) (g) Following the expected repayment of debt (see Note 2(d)), a portion of our existing interest rate swaps will no longer qualify for hedge accounting treatment and will be de-designated. This adjustment reflects the reclassification of Xxxxxxx’s accounts $14,336 from accumulated other comprehensive loss to conform to retained earnings. (h) Reflects additional estimated loss on sale of business. (i) This adjustment reflects the Company’s accounting policies and financial statement presentation estimated reduction in interest expense resulting from the statement repayment of debt described in Note 2(d)). (j) The income for the year ended December 31, 2011. The following table details these reclassification adjustments. Fraud losses reclassification from revenue $ 2,341 Fraud losses reclassification to processing expense (2,341 ) Processing expenses 12,748 Selling expenses (7,984 ) G&A expenses (4,764 ) Total — B. Adjustments to record the Company’s best estimate tax effects of certain additional incremental expenses and omitted corporate costs had FleetCor acquired Allstar on January 1, 2010. These all pro forma adjustments are necessary as the historical financial statements of Allstar, a business carved out of a larger entity, are not indicative of the financial condition or results of operations going forward because of the changes in the business and omission of various operating expenses. These adjustments include additional marketing costs, executive salaries and related benefits, professional fees, operating costs and partnership commissions. Executive salaries and related benefits, professional fees and operating costs have been estimated based on the incremental difference between the Company’s estimated annual expenses for Allstar on an ongoing basis and amounts recorded in the historical financial results of Allstar. The Company’s estimates of these operational costs are based on actual employee costs an estimated blended federal and benefit rates state statutory tax rate of 25%. (k) The changes in basic and contracted rates diluted earnings per share from continuing operations (“EPS”) reflect (i) changes to net income (loss) from continuing operations resulting from the pro forma adjustments herein; and (ii) changes to weighted average diluted shares outstanding due to the inclusion of Allstar as a standalone entity. In potentially dilutive securities that were not considered for the normal course of business, historical period because the impact would have been anti-dilutive due to the Company entered into reporting a partnership agreement with the Seller net loss from continuing operations for the referral such period. These potentially dilutive securities consist of potential new customers. The Company’s estimate of the additional incremental partnership commissions is the difference between calculating the commissions outstanding stock-based compensation awards calculated using the final contracted terms of the partnership agreement agreed with the Seller at date of the Acquisition and the estimated commission structure at the time the Allstar results of operations were audited and reviewed. These adjustments are forward-looking in naturetreasury stock method.

Pro Forma Adjustments. The historical consolidated financial statements of income have been adjusted to give effect to pro forma events that are (i) directly attributable to the Acquisition, (ii) factually supportable, and (iii) with respect to the statements of income, expected to have a continuing impact on the combined results of FleetCor XxxxxXxx and Allstar. The following pro forma adjustments are included in the unaudited pro forma condensed combined financial statements: A. Adjustments reflect the reclassification of Xxxxxxx’s accounts to conform to the Company’s accounting policies and financial statement presentation to the presentation followed by the Company in the statement statements of income operations for the year ended December 31, 2010 and the nine months ended September 30, 2011. The following table details these reclassification adjustments. Fraud losses reclassification from revenue $ 2,341 849 $ 1,637 Fraud losses reclassification to processing expense (2,341 849 ) (1,637 ) Processing expenses 12,748 17,352 12,524 Selling expenses (7,984 11,085 ) (8,379 ) G&A expenses (4,764 6,267 ) (4,145 ) Total — — B. Adjustments to record the Company’s best estimate of certain additional incremental expenses and omitted corporate costs had FleetCor acquired Allstar on January 1, 2010. These adjustments are necessary as the historical financial statements of Allstar, a business carved out of a larger entity, are not indicative of the financial condition or results of operations going forward because of the changes in the business and omission of various operating expenses. These adjustments include additional marketing costs, executive salaries and related benefits, professional fees, operating costs and partnership commissions. Executive salaries and related benefits, professional fees and operating costs have been estimated based on the incremental difference between the Company’s estimated annual expenses for Allstar on an ongoing basis and amounts recorded in the historical financial results of Allstar. The Company’s estimates of these operational costs are based on actual employee costs and benefit rates and contracted rates of Allstar as a standalone entity. In the normal course of business, the Company entered into a partnership agreement with the Seller for the referral of potential new customers. The Company’s estimate of the additional incremental partnership commissions is the difference between calculating the commissions using the final contracted terms of the partnership agreement agreed with the Seller at date of the Acquisition and the estimated commission structure at the time the Allstar results of operations were audited and reviewed. These adjustments are forward-looking in nature. X. Xxxxxxx relate to estimated amortization expense on definite-lived intangibles acquired. The Company’s preliminary allocation of these amortizing intangibles is $108 million and will be expensed over an estimated useful life of 10 years. The definite-lived intangible assets are amortized over the period of time that the assets are expected to contribute directly or indirectly to future cash flows. D. Adjustment reflects the interest expense on the Company’s borrowings to finance the Acquisition and working capital. The Company financed the Acquisition and working capital through borrowings under its existing $600 million revolving line of credit facility and $500 million securitization facility. Borrowings under the revolving line of credit facility have been assumed to bear interest at a rate of LIBOR plus 2.25% for 2010 and for the nine months ended September 30, 2011, resulting in an average interest rate of 2.52% for 2010 and 2.23% for the nine months ended September 30, 2011. These rates are based on the pro forma leverage ratios. Borrowings under the securitization facility have been assumed to bear interest at an average rate of 1.46% for 2010 and 1.25% for the nine months ended September 30, 2011. Adjustment also reflects the estimated debt issuance costs related to the Company’s credit facility, as if the facility had been entered into on January 1, 2010, of approximately $0.3 million for 2010. E. Adjustments to record the income tax effect of pro forma adjustments recorded using the statutory rate in effect for the United Kingdom of 27% in 2011 and 26.6% for the nine months ended September 30, 2010. F. Adjustment to record $109 million of cash required to fund working capital needs of the Allstar business using borrowings from the Company’s existing credit facility. G. Adjustment to record the preliminary valuation of the fair value of identifiable intangible assets and goodwill acquired. X. Xxxxxxxxxx reflects the Company’s borrowings to finance the Acquisition, as well as the working capital borrowings to finance the daily operations of Allstar. The Company financed the Acquisition and working capital through borrowings under its existing $600 million revolving credit facility and $500 million securitization facility. I. Adjustment to record a deferred tax liability associated with the Acquisition of related non-deductible identified definite lived intangible assets in the United Kingdom. X. Xxxxxxxxxx to eliminate the historical retained earnings of Allstar.

Pro Forma Adjustments. The historical consolidated statements of income have been adjusted to give effect to unaudited pro forma events condensed combined financial information is presented in accordance with Article 11 of SEC Regulation S-X. Adjustments included in the column under the heading “Transaction Accounting Adjustments” are based on information contained within the Merger Agreement. Transaction Accounting Adjustments are required adjustments that are (i) directly attributable reflect only the application of required accounting to the Acquisitiontransaction linking the effects of the acquisition of Elusys to our historical financial information. Given our history of net losses and tax valuation allowance, (ii) factually supportablemanagement assumed a statutory tax rate of 0%. However, the inclusion of Elusys in the Company’s consolidated return following the acquisition, creates an income tax benefit for the reduction in the Company’s deferred tax valuation allowance. Proforma adjustments are necessary to reflect the acquisition consideration exchanged and (iii) expected to have a continuing adjust amounts related to the tangible assets and liabilities of Elusys to reflect the preliminary estimate of their fair values and to reflect the impact on the balance sheet and statement of operations of the Merger as if the companies had been combined results of FleetCor and Allstarduring the periods presented therein. The following pro forma proforma adjustments are included in the unaudited pro forma proforma condensed combined financial statementsinformation is as follows: A. Adjustments reflect To adjust the reclassification cash balance for the $3,000,000 cash consideration paid and to record the $2,000,000 Deferred Cash Consideration as part of Xxxxxxx’s accounts to conform the Merger Consideration. B. To record the fair value of the inventory acquired with respect to the Company’s accounting policies 1,500 pre-filled vials of Anthim that are expected to be sold in 2022, which is estimated at $5,844,000. C. To record the fair value of the intangible asset acquired and financial statement presentation in the statement residual goodwill from the Merger Transaction. The intangible asset acquired consists of patents and other intellectual property related to the formulation of Anthim. The preliminary valuation of the intangible asset was determined using a discounted cash flow analysis methodology based on the expected future cash flows from future sales of Anthim utilizing a discount rate of 26%. Goodwill, representing the excess of the purchase price over the fair value of the assets to be acquired, is approximately $4,957,000. This allocation is based on preliminary estimates. The final allocation may differ materially from this estimate as changes to the initial valuation of assets and liabilities will be allocated to goodwill. X. Xx adjust the deferred tax asset and establish a deferred tax liability of $3,326,000 for the difference between the future tax and book amortization of the acquired intangible assets utilizing the blended federal and state statutory income tax rate of approximately 23% for the year ended December 31, 20112021. The following table details these reclassification adjustments. Fraud losses reclassification from revenue $ 2,341 Fraud losses reclassification to processing expense (2,341 ) Processing expenses 12,748 Selling expenses (7,984 ) G&A expenses (4,764 ) Total — B. Adjustments to record See Note H below regarding the Company’s best estimate of certain additional incremental expenses and omitted corporate costs had FleetCor acquired Allstar on January 1, 2010. These adjustments are necessary as the historical financial statements of Allstar, a business carved out of a larger entity, are not indicative subsequent reversal of the financial condition or results of operations going forward because of deferred tax liability. E. To reduce the changes in cash balance for cash that will be paid to the business and omission of various operating expenses. These adjustments include additional marketing costs, executive salaries and related benefits, professional fees, operating costs and partnership commissions. Executive salaries and related benefits, professional fees and operating costs have been estimated based on the incremental difference between the Company’s estimated annual expenses for Allstar on an ongoing basis and amounts recorded in the historical financial results of Allstar. The Company’s estimates of these operational costs are based on actual employee costs and benefit rates and contracted rates of Allstar as a standalone entity. In the normal course of business, the Company entered into a partnership agreement with the Seller for the referral of potential new customers. The Company’s estimate of the additional incremental partnership commissions is the difference between calculating the commissions using the final contracted terms of the partnership agreement agreed with the Seller at date of the Acquisition and the estimated commission structure at the time the Allstar results of operations were audited and reviewed. These adjustments are forward-looking in naturesellers prior to closing.

Pro Forma Adjustments. The unaudited pro forma condensed combined financial information is based upon the historical consolidated and condensed consolidated financial statements of income have been adjusted the Company and of AlterG and certain adjustments which the Company believes are reasonable to give effect to the Merger. These adjustments are based upon currently available information and certain assumptions, and therefore, the actual adjustments will likely differ from the pro forma events that are (i) directly attributable adjustments. In particular, such adjustments include information based upon our preliminary allocation of the Merger consideration, which is subject to adjustment based upon the Acquisition, (ii) factually supportable, and (iii) expected to have a continuing impact on the combined results completion of FleetCor and Allstarour valuation analysis. The following unaudited pro forma adjustments are condensed combined financial information included herein was prepared using the acquisition method of accounting for the Merger. As discussed above, the purchase price allocation is considered preliminary at this time. However, the Company believes that the preliminary purchase price allocation and other related assumptions utilized in preparing the unaudited pro forma condensed combined financial statements:information provide a reasonable basis for presenting the pro forma effects of the Merger. Other than those pro forma adjustments described below, the Company believes there are no adjustments, in any material respects, that need to be made to present AlterG's financial information in accordance with U.S. GAAP, or to align AlterG's historical accounting policies with the Company’s. A. Adjustments reflect (A) Reflects $19 million of cash paid as consideration of the reclassification acquisition, of Xxxxxxx’s accounts which $8.1 million were used to conform settle AlterG's Indebtedness (See C below). (B) Reflects ReWalk's nonrecurring estimated transaction costs of $2.3 million in connection with the Merger, such as adviser fees, legal, and accounting expenses which were not yet accrued or expensed as of June 30, 2023. (C) The amount of $8.1 million relates to AlterG's Indebtedness to be settled or assumed by ReWalk as of the closing date. (D) The pro forma adjustment to goodwill of $10.5 million represents the excess of the preliminary purchase price over the fair value of the assets acquired and liabilities assumed. (E) Reflects an adjustment to the Company’s accounting policies transaction price as a result of the closing cash balance, which includes cash and financial statement presentation prepaid inventory, existing in the statement acquired as of income the closing date, in accordance with the Merger Agreement. (F) Reflects the estimated fair value of AlterG's’ identified tangible and intangible assets acquired. Refer to Note 2 for the year ended December 31, 2011. The following table details these reclassification adjustments. Fraud losses reclassification from revenue $ 2,341 Fraud losses reclassification to processing expense (2,341 ) Processing expenses 12,748 Selling expenses (7,984 ) G&A expenses (4,764 ) Total — B. Adjustments to record the Company’s best estimate of certain additional incremental expenses and omitted corporate costs had FleetCor acquired Allstar on January 1, 2010. These adjustments are necessary as the historical financial statements of Allstar, a business carved out of a larger entity, are not indicative purchase price allocation of the financial condition or results of operations going forward because intangible assets recognized and associated useful lives. (G) Reflects deferred taxes resulting from pro forma fair value adjustments primarily related to the acquired intangibles. (H) Reflects the fair value of the changes earnout payments to be made by ReWalk based on a percentage of AlterG’s year-over-year revenue growth during each of the two consecutive trailing twelve-month periods following the closing of the Merger, in accordance with the business Merger Agreement. (I) Reflects the elimination of AlterG's historical equity. (J) Reflects the right of use asset and omission of various operating expenses. These adjustments include additional marketing costs, executive salaries and related benefits, professional fees, operating costs and partnership commissions. Executive salaries and related benefits, professional fees and operating costs have been estimated lease liability calculated based on the incremental difference between the Company’s estimated annual expenses for Allstar on an ongoing basis and amounts recorded in the historical financial results of Allstar. The Company’s estimates of these operational costs are based on actual employee costs and benefit rates and contracted rates of Allstar remaining lease payments as a standalone entity. In the normal course of business, the Company entered into a partnership agreement with the Seller for the referral of potential new customers. The Company’s estimate of the additional incremental partnership commissions is the difference between calculating the commissions closing date discounted using the final contracted terms of the partnership agreement agreed with the Seller at date of the Acquisition and the estimated commission structure at the time the Allstar results of operations were audited and reviewed. These adjustments are forward-looking in naturean updated discount rate.

Pro Forma Adjustments. The historical consolidated statements Unaudited Pro Forma Income Statements reflect the estimated effects of income have the Acquisition as if it had been adjusted completed on January 1, 2020, and the Unaudited Pro Forma Balance Sheet reflects the estimated effects of the Acquisition as if it had been completed on September 30, 2021. Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to give effect to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma events 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 or are reasonably expected to occur (i“Management’s Adjustments”). Xxxxxxxx has elected not to present Management’s Adjustments and are only presenting Reclassification Adjustments and Transaction Accounting Adjustments in the unaudited pro forma combined financial information. The pro forma adjustments are preliminary and based on estimates of the purchase consideration and estimates of the fair value and useful lives of the assets acquired and liabilities assumed. The Acquisition is accounted for using the acquisition method of accounting, under the provisions of Accounting Standards Codification (ASC) directly 805, Business Combinations, with Zomedica considered the accounting acquirer of Branford PVT. The unaudited pro forma financial statements reflect the preliminary assessment of fair values and useful lives assigned to the assets acquired and liabilities assumed. Fair value estimates were determined based on preliminary valuation analysis. The detailed valuation studies necessary to arrive at the required estimates of the fair values for the Branford PVT assets acquired and liabilities assumed have not been completed. Since this pro forma financial information has been prepared based on preliminary estimates of consideration and fair values attributable to the AcquisitionBranford PVT acquisition, (ii) factually supportablethe actual amounts eventually recorded for the purchase accounting, including the identifiable intangibles and (iii) goodwill, may differ materially from the information presented. The Unaudited Pro Forma Income Statements also includes certain acquisition accounting adjustments, including items expected to have a continuing impact on the combined results of FleetCor and Allstarthe combined company, such as increased amortization expense on acquired intangible assets. The following pro forma adjustments are included in Unaudited Pro Forma Income Statements do not include the unaudited pro forma combined financial statements: A. Adjustments reflect the reclassification impacts of Xxxxxxx’s accounts to conform to the Company’s accounting policies and financial statement presentation in the statement of income for the year ended December 31, 2011. The following table details these reclassification adjustments. Fraud losses reclassification from revenue $ 2,341 Fraud losses reclassification to processing expense (2,341 ) Processing expenses 12,748 Selling expenses (7,984 ) G&A expenses (4,764 ) Total — B. Adjustments to record the Company’s best estimate of certain additional incremental expenses and omitted corporate costs had FleetCor acquired Allstar on January 1, 2010. These adjustments are necessary as the historical financial statements of Allstar, a business carved out of a larger entity, are not indicative of the financial condition or results of operations going forward because of the changes in the business and omission of various operating expenses. These adjustments include additional marketing costs, executive salaries and related benefits, professional feesany cost savings, operating costs and partnership commissions. Executive salaries and related benefitssynergies, professional fees and operating costs have been estimated based on the incremental difference between the Company’s estimated annual expenses for Allstar on an ongoing basis and amounts recorded in the historical financial results of Allstar. The Company’s estimates of these operational costs are based on actual employee costs and benefit rates and contracted rates of Allstar as a standalone entity. In the normal course of business, the Company entered into a partnership agreement with the Seller for the referral of potential new customers. The Company’s estimate of the additional incremental partnership commissions is the difference between calculating the commissions using the final contracted terms of the partnership agreement agreed with the Seller at date of or revenue synergies that may result from the Acquisition and or the estimated commission structure at the time the Allstar results of operations were audited and reviewed. These adjustments are forward-looking in naturecosts to achieve any synergies.