Common use of UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Clause in Contracts

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION. Introduction Software Acquisition Group is providing the following unaudited pro forma combined financial information (the “pro forma combined financial statements”) to assist in your evaluation of the merger. The pro forma combined financial statements combine the historical financial statements of Software Acquisition Group and CuriosityStream. The unaudited pro forma combined balance sheet as of June 30, 2020 gives pro forma effect to the merger as if it had been consummated as of that date. The unaudited pro forma combined statements of operations for the six months ended June 30, 2020 and for the year ended December 31, 2019 give pro forma effect to the merger as if it had occurred as of January 1, 2019. This information should be read together with CuriosityStream’s and Software Acquisition Group’s respective audited and unaudited financial statements and related notes, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of CuriosityStream,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Software Acquisition Group” and other financial information included elsewhere in this proxy statement. The unaudited pro forma combined balance sheet as of June 30, 2020 has been prepared using the following: • CuriosityStream’s unaudited historical balance sheet as of June 30, 2020, as included elsewhere in this proxy statement; and • Software Acquisition Group’s unaudited historical balance sheet as of June 30, 2020, as included elsewhere in this proxy statement. The unaudited pro forma combined statement of operations for the six months ended June 30, 2020 has been prepared using the following: • CuriosityStream’s unaudited historical statement of operations for the six months ended June 30, 2020, as included elsewhere in this proxy statement; and • Software Acquisition Group’s unaudited historical statement of operations for the six months ended June 30, 2020, as included elsewhere in this proxy statement. The unaudited pro forma combined statement of operations for the year ended December 31, 2019 has been prepared using the following: • CuriosityStream’s audited historical statement of operations for the year ended December 31, 2019, as included elsewhere in this proxy statement; and • Software Acquisition Group’s audited historical statement of operations for the period from May 9, 2019 (inception) through December 31, 2019, as included elsewhere in this proxy statement. Description of the Transactions On August 10, 2020, Software Acquisition Group entered into the merger agreement. As a result of the merger, the redeemable convertible preferred stock of CuriosityStream will first convert into common shares of CuriosityStream and then each issued and outstanding share of CuriosityStream will be exchanged for newly issued shares of Class A Common Stock, as calculated pursuant to the terms of the merger agreement. In connection with the merger, there will also be a PIPE Investment of $25 million. In addition, in connection with the Merger, approximately 711,000 warrants to purchase Class A Common Stock held by the Sponsor will be forfeited, and in connection with such forfeiture and pursuant to the terms of the merger agreement, certain employees of New CuriosityStream will receive fully vested Software Acquisition Group Options, subject to the terms and conditions of the Omnibus Incentive Plan and certain other conditions, as set forth in the merger agreement. The treatment of the options outstanding under the CuriosityStream Stock Option Plan (the “Stock Option Plan”) in the merger is described below in “— Treatment of Stock Options in Transaction.”

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION. Introduction Software Acquisition Group is providing the The following unaudited pro forma combined financial information is presented to illustrate the estimated effects of the following pro forma transactions (the “pro forma combined financial statementsPro Forma Transactions”) to assist in your evaluation of ): • the merger. The pro forma combined financial statements combine Formation Transactions, which were completed on July 1, 2015; • the historical financial statements of Software Acquisition Group Acquisition; and CuriosityStream• the New Financing Transactions and the Rollover and Refinancing Transactions. The unaudited pro forma combined balance sheet financial information, referred to herein as of June 30, 2020 gives the “pro forma effect to financial information,” is based upon the merger as if it had been consummated as of that date. The unaudited pro forma combined historical audited consolidated financial statements of operations for Prime, the six months ended June 30, 2020 historical audited consolidated financial statements of ASG and for the year ended December 31, 2019 give pro forma effect to the merger as if it had occurred as of January 1, 2019. This information should be read together with CuriosityStream’s and Software Acquisition Group’s respective historical audited and unaudited financial statements and related notesof ADT, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of CuriosityStream,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Software Acquisition Group” and other financial information which are included elsewhere in this proxy statementRelease. The unaudited pro forma combined balance sheet as of June 30Prime, 2020 has been prepared using the following: • CuriosityStream’s unaudited historical balance sheet as of June 30, 2020, as included elsewhere ASG and ADT prepare their financial statements in this proxy statement; and • Software Acquisition Group’s unaudited historical balance sheet as of June 30, 2020, as included elsewhere conformity GAAP with all amounts stated in this proxy statementUSD. The unaudited pro forma combined statement of operations for the six twelve months ended December 31, 2015, referred to herein as the “pro forma statement of operations,” combines the (a) statement of operations data derived from the audited consolidated financial statements of Protection One, Inc. for the period January 1, 2015 through June 30, 2020 has been prepared using 2015 (“Predecessor”) and Prime for the following: • CuriosityStream’s unaudited historical period May 18, 2015 through December 31, 2015 (“Successor” and, together with Predecessor, “Prime”), (b) statement of operations data derived from the audited consolidated financial statements for ASG for the six months ended June 30, 20202015 and (c) statement of operations data for ADT for the twelve months ended December 31, as included elsewhere in this proxy statement; and • Software Acquisition Group2015. ADT’s historical statement of operations data for the twelve months ended December 31, 2015 have been derived by deducting ADT’s historical unaudited historical statement of operations for the six three months ended June 30December 26, 2020, as included elsewhere in this proxy statement. The unaudited pro forma combined 2014 from ADT’s historical audited statement of operations for the fiscal year ended September 25, 2015, and then adding thereto ADT’s historical unaudited statement of operations data from the three months ended December 31, 2019 has been prepared using 2015. The table in Note 4 to the following: • CuriosityStream’s “Unaudited Pro Forma Combined Financial Information” illustrates this derivation. Historically, ADT had a 52- or 53-week fiscal year that ended on the last Friday in September. Fiscal years 2015, 2014 and 2013 were 52-week fiscal years. The unaudited combined balance sheet as of December 31, 2015, referred to herein as the “pro forma balance sheet,” combines the balance sheet data derived from the audited historical consolidated financial statements of Prime as of December 31, 2015 and the balance sheet data derived from the unaudited consolidated financial statements of ADT as of December 31, 2015. Prime is deemed to be the accounting acquirer in the Formation Transactions and the Acquisition. The pro forma statement of operations gives effect to the Pro Forma Transactions as if the Pro Forma Transactions had been completed as of January 1, 2015. The pro forma balance sheet gives effect to the Pro Forma Transactions as if the Pro Forma Transactions had been completed as of December 31, 2015. The pro forma financial information is based in part on certain assumptions regarding the Pro Forma Transactions that management believes are reasonable and are (a) directly attributable to the Pro Forma Transactions, (b) factually supportable and (c) with respect to the pro forma statement of operations, expected to have a continuing impact on the Combined Company. In addition, the pro forma financial information should be read in conjunction with the accompanying notes, referred to herein as the notes to the pro forma financial information. The pro forma statement of operations does not reflect projected realization of revenue synergies and cost savings following completion of the Merger. Although Prime projects that revenue synergies and cost savings will result from the Merger, there can be no assurance that these will be achieved. The pro forma financial information does not purport to represent what the financial position or results of operations would actually have been if the Pro Forma Transactions had occurred as of the dates indicated or what the financial position or results of operations would be for any future periods of the Combined Company. The actual results reported by the Combined Company in periods following the Pro Forma Transactions may differ materially from that reflected in the pro forma financial information. The fair value of the identifiable tangible and intangible assets acquired and liabilities assumed of ADT are based on preliminary estimates of fair value as of March 31, 2016. Management has not yet completed the detailed valuation analysis necessary to arrive at the required estimates of the fair value of ADT’s assets to be acquired and liabilities to be assumed, and the related allocations of purchase price. Upon the closing of the Merger, a final valuation will be performed and the final determination of the fair value of ADT’s assets and liabilities, including intangible assets with both indefinite and definite lives, will be based on the actual net tangible and intangible assets and liabilities of ADT that exist as of the date of the closing of the Acquisition. The final determination of fair value will be different from that reflected in the pro forma financial information, and that difference may be material. As of the completion of the Acquisition, various other assets and liabilities are required to be measured at fair value, including, but not limited to: accounts receivable, property and equipment, subscriber system assets, leases, other investments and deferred tax assets and liabilities. As of the date of this Release, Prime does not have sufficient information to make a reasonable preliminary estimate of the fair value of these assets and liabilities. Accordingly, for the year purposes of pro forma financial information, Xxxxx has assumed that the historical ADT book values represent the best estimate of fair value. Combined Company Unaudited Pro Forma Combined Balance Sheet As of December 31, 2015 (in millions) Prime As of December 31, 2015 ADT As of December 31, 2015, After Reclassification (Note 5) Acquisition (Note 8) Footnote Reference Pro Forma Combined Company As of December 31, 2015 Assets Current assets: Cash and cash equivalents $ 16 $ 75 $ (86 ) (a) $ 5 Current portion of restricted cash and cash equivalents 27 — — 27 Accounts receivable, net 72 79 — 151 Work-in-progress 11 3 — 14 Inventory 13 94 — 107 Other current assets 16 126 — 142 Total current assets 155 377 (86 ) 446 Property and equipment, net 35 280 — 315 Subscriber system assets, net — 2,555 — 2,555 Definite-lived intangible assets, net 978 2,983 3,698 (b) 7,659 Goodwill 928 3,670 (184 ) (c) 4,414 Trade name 172 — 1,302 (d) 1,474 Deferred customer acquisition and installation costs 43 640 (640 ) (e) 43 Other assets 39 206 99 (f) 344 Total assets 2,365 10,711 4,189 17,265 Liabilities, Stockholders’ Equity, and Member Capital Current liabilities: Current portion of long-term debt and capital leases 17 5 — 22 Accounts payable 21 189 — 210 Deferred revenue 69 246 (115 ) (g) 200 Accrued liabilities 65 188 (12 ) (h) 241 Total current liabilities 172 628 (127 ) 673 Long-term debt and capital leases, net of current portion 1,364 5,396 2,620 (i) 9,380 Deferred customer acquisition revenue 10 908 (908 ) (j) 10 Deferred tax liability 102 739 1,471 (k) 2,312 Other liabilities 14 135 15 (l) 164 Total liabilities 1,662 7,806 3,071 12,539 (in millions) Prime As of December 31, 2015 ADT As of December 31, 2015, After Reclassification (Note 5) Acquisition (Note 8) Footnote Reference Pro Forma Combined Company As of December 31, 2015 Stockholders’ equity: Common stock — 2 (2 ) (m) — Additional paid-in capital — 2,353 (2,353 ) (m) — Accumulated other comprehensive loss — (112 ) 112 (m) — Retained earnings — 662 (662 ) (m) — Total stockholders’ equity — 2,905 (2,905 ) — Member capital: Member capital 757 — 4,304 (n) 5,061 Member deficit (54 ) — (281 ) (o) (335 ) Total member capital 703 — 4,023 4,726 Total liabilities, stockholders’ equity, and member capital $ 2,365 $ 10,711 $ 4,189 $ 17,265 Combined Company Unaudited Pro Forma Combined Statement of Operations for the Year Ended December 31, 2015 Predecessor Successor ADT Twelve (in millions) Period from January 1 through June 30, 2015 From Inception May 18 through December 31, 2015 Formation Transactions Pro Forma Adjustments (Note 7) Prime Subtotal months ended December 31, 20192015 After Reclassification (Notes 4 & 5) Acquisition (Note 8) Footnote Reference Combined Company Revenue $ 238 $ 312 $ 69 $ 619 $ 3,587 $ (166 ) (a) $ 4,040 Cost of revenue 118 150 16 284 974 — 1,258 Selling, as included elsewhere in this proxy statement; general and • Software Acquisition Group’s audited historical statement of operations for the period from May 9administrative 109 201 40 350 1,987 165 (b) 2,502 Operating income (loss) 11 (39 ) 13 (15 ) 626 (331 ) 280 Interest expense, 2019 net 29 45 14 88 208 394 (inceptionc) through December 31, 2019, as included elsewhere in this proxy statement. Description of the Transactions On August 10, 2020, Software Acquisition Group entered into the merger agreement. As a result of the merger, the redeemable convertible preferred stock of CuriosityStream will first convert into common shares of CuriosityStream and then each issued and outstanding share of CuriosityStream will be exchanged for newly issued shares of Class A Common Stock, as calculated pursuant to the terms of the merger agreement. In connection with the merger, there will also be a PIPE Investment of $25 million. In addition, in connection with the Merger, approximately 711,000 warrants to purchase Class A Common Stock held by the Sponsor will be forfeited, and in connection with such forfeiture and pursuant to the terms of the merger agreement, certain employees of New CuriosityStream will receive fully vested Software Acquisition Group Options, subject to the terms and conditions of the Omnibus Incentive Plan and certain other conditions, as set forth in the merger agreement. The treatment of the options outstanding under the CuriosityStream Stock Option Plan 690 Income (the “Stock Option Plan”loss) in the merger is described below in “— Treatment of Stock Options in Transaction.”before income taxes (18 ) (84 ) (1 ) (103 ) 421 (725 ) (407 ) Income tax expense (benefit) 1 (30 ) 9 (20 ) 133 (254 ) (d) (141 ) Net income (loss) $ (19 ) $ (54 ) $ (10 ) $ (83 ) $ 288 $ (471 ) $ (266 ) NOTES TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION. Introduction Software the historical financial activity of Vine for the month ended October 31, 2021, because the Vine Acquisition Group is providing was completed on November 1, 2021; • the following unaudited pro forma condensed combined financial statement of operations of Chesapeake for the nine months ended September 30, 2021 included in Chesapeake's Final Prospectus filed pursuant to Rule 424(b)(3) dated January 6, 2022; • other information (relating to Chesapeake, the “Sellers and Vine contained in or, solely in the case of Chesapeake, incorporated by reference into this current report on Form 8-K/A. The pro forma combined financial statements”) statements of operations are presented to assist in your evaluation reflect the Marcellus Acquisition, the Vine Acquisition and Chesapeake's emergence from bankruptcy, and they do not represent what Chesapeake’s results of operations would have been had the Marcellus Acquisition, Vine Acquisition and Chesapeake's emergence from bankruptcy occurred on the date noted above, nor do they project the results of operations of the mergercombined company following the transactions. The pro forma combined financial statements combine the historical financial statements of Software Acquisition Group and CuriosityStream. The unaudited pro forma combined balance sheet as operations are intended to provide information about the continuing impact of June 30, 2020 gives pro forma effect to the merger transactions as if it they had been consummated as of that dateearlier. The unaudited pro forma combined adjustments are based on available information and certain assumptions that management believes are factually supportable as further described below. In the opinion of management, all adjustments necessary to present fairly the pro forma statements of operations have been made. Chesapeake has incurred certain nonrecurring charges in connection with the Marcellus Acquisition, the substantial majority of which consist of fees paid to financial, legal and accounting advisors, integration costs and filing fees. Any such charge could affect the future results of the post acquisition company in the period in which such charges are incurred; however, these costs are not expected to be incurred in any period beyond twelve months from the closing date of the transaction. Accordingly, the pro forma statements of operations reflect an estimated accrual for the six months ended June 30effects of these nonrecurring charges, 2020 and which are not included in the historical statements of operations of Chesapeake for the year ended December 31, 2019 give historical periods presented. The pro forma effect statements of operations do not include the realization of any cost savings from operating efficiencies, synergies or other restructuring activities which might result from the Marcellus Acquisition. Further, there may be additional charges related to other integration activities resulting from the merger as if it had occurred Marcellus Acquisition, the timing, nature and amount of which management cannot identify as of January 1the date of this current report on Form 8-K/A, 2019. This information should be read together with CuriosityStream’s and Software Acquisition Group’s respective audited and unaudited financial thus, such charges are not reflected in the pro forma statements and related notes, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of CuriosityStream,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Software Acquisition Group” and other financial information included elsewhere in this proxy statementoperations. The unaudited assets acquired and liabilities assumed from the Sellers and Vine were recorded at their preliminary estimated fair values as of their respective acquisition close dates. As of the date of this current report on Form 8-K/A, the purchase price allocations that the pro forma combined balance sheet as of June 30, 2020 has been prepared using the following: • CuriosityStream’s unaudited historical balance sheet as of June 30, 2020, as included elsewhere in this proxy statement; and • Software Acquisition Group’s unaudited historical balance sheet as of June 30, 2020, as included elsewhere in this proxy statement. The unaudited pro forma combined statement statements of operations for are based on are still preliminary. Certain data necessary to complete the six months ended June 30purchase price allocations is not yet available, 2020 has been prepared using and includes, but is not limited to, valuation of pre-acquisition contingencies and final appraisals of assets acquired and liabilities assumed. We expect to complete the following: • CuriosityStream’s unaudited historical statement of operations for purchase price allocations during the six months ended June 3012-month period following the respective acquisition dates, 2020, as included elsewhere in this proxy statement; and • Software Acquisition Group’s unaudited historical statement of operations for during which time the six months ended June 30, 2020, as included elsewhere in this proxy statement. The unaudited pro forma combined statement of operations for the year ended December 31, 2019 has been prepared using the following: • CuriosityStream’s audited historical statement of operations for the year ended December 31, 2019, as included elsewhere in this proxy statement; and • Software Acquisition Group’s audited historical statement of operations for the period from May 9, 2019 (inception) through December 31, 2019, as included elsewhere in this proxy statement. Description value of the Transactions On August 10, 2020, Software Acquisition Group entered into the merger agreementassets and liabilities may be revised as appropriate. As a result of the mergerforegoing, the redeemable convertible preferred stock pro forma adjustments are preliminary and subject to change as additional information becomes available and additional analysis is performed. The preliminary pro forma adjustments have been made solely for the purpose of CuriosityStream will first convert into common shares providing the pro forma statements of CuriosityStream operations presented herein. Any increases or decreases in the fair value of assets acquired and then each issued and outstanding share liabilities assumed upon completion of CuriosityStream will be exchanged for newly issued shares of Class A Common Stock, as calculated pursuant the final valuation could result in adjustments to the terms pro forma statements of the merger agreementoperations. In connection with the mergerCHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, there will also be a PIPE Investment 2022 ($ IN MILLIONS, EXCEPT PER SHARE AMOUNTS) Transaction Adjustments Chesapeake Historical Chief Sellers Historical Tug Hill Sellers Historical Xxxxxx Sellers Historical Chief Sellers Reclass Adjustments (Note 2) Chief/ Tug Hill/ Xxxxxx Sellers Pro Forma Adjustments (Note 2) Chesapeake Pro Forma Combined Revenues and other: Oil, natural gas and NGL $ 1,914 $ 160 $ 4 $ 26 $ — $ — $ 2,104 Marketing 867 — — — 6 (a) — 873 Oil and natural gas derivatives (2,125) — — — (193) (a) — (2,318) Realized loss on commodity derivatives — (67) — — 67 (a) — — Unrealized loss on commodity derivatives — (126) — — 126 (a) — — Gains on sales of $25 million. In additionassets 279 — — — — — 279 Total revenues and other 935 (27) 4 26 — — 938 Operating expenses: Production 110 — 1 5 4 (a) — 120 Cost of natural gas purchased — 6 — — (6) (a) — — Lease operating expense — 4 — — (4) (a) — — Gathering, processing and transportation 242 24 — — — — 266 Marketing 851 — — — 6 (a) — 857 Depreciation, depletion and amortization 409 23 — — — 32 (b) 464 Total operating expenses 1,729 68 1 5 — 32 1,835 Income (loss) from operations (794) (95) 3 21 — (32) (897) Other income (expense): Interest expense (32) (6) — — — 6 (c) (32) Unrealized interest rate derivative gain — 4 — — — (4) (d) — Income (loss) before income taxes (810) (97) 3 21 — (29) (912) Net income (loss) available to common stockholders $ (764) $ (97) $ 3 $ 21 $ — $ (23) $ (860) Earnings (loss) per common share: Basic $ (6.32) $ (6.77) Diluted $ (6.32) $ (6.77) Weighted average common and common equivalent shares outstanding (in connection with the Mergerthousands): Basic 120,805 6,247 (f) 127,052 Diluted 120,805 6,247 (f) 127,052 CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, approximately 711,000 warrants 2021 ($ IN MILLIONS, EXCEPT PER SHARE AMOUNTS) Transaction Adjustments Transaction Adjustments Historical Predecessor (Jan. 1, 2021 through Feb. 9, 2021) Historical Successor (Feb. 10, 2021 through Dec. 31, 2021) Reorganization and Fresh Start Adjustments (Note 2) Chesapeake Pro Forma Vine Pro Forma (Jan 1, 2021 through Sep 30, 2021) Vine Historical (Oct. 1, 2021 through Oct. 31, 2021) Vine Reclass Adjustments (Note 2) Vine Pro Forma Adjustments (Note 2) Vine Pro Forma (Jan 1, 2021 through Oct 31, 2021) Chief Sellers Historical Tug Hill Sellers Historical Xxxxxx Sellers Historical Chief Sellers Reclass Adjustments (Note 2) Chief/ Tug Hill/ Xxxxxx Sellers Pro Forma Adjustments (Note 2) Chesapeake Pro Forma Combined Revenues and other: Oil, natural gas and NGL $ 398 $ 4,401 $ — $ 4,799 $ 737 $ 132 $ — $ — $ 869 $ 631 $ 19 $ 120 $ — $ — $ 6,438 Oil and natural gas derivatives (382) (1,127) — (1,509) — — (918) (a) — (918) — — — (375) (a) — (2,802) Realized loss on commodity derivatives — — — — (145) (86) 231 (a) — — (156) — — 156 (a) — — Unrealized loss on commodity derivatives — — — — (784) 97 687 (a) — — (219) — — 219 (a) — — Total revenues and other 260 5,549 — 5,809 (192) 143 — — (00) 000 00 000 — — 6,274 Operating expenses: — Gathering, processing and transportation 102 780 — 882 83 9 — — 92 161 — — — — 1,135 Severance and ad valorem taxes 18 158 176 17 2 — — 19 — — — 6 (a) — 201 General and administrative 21 97 — 118 18 7 14 (a) — 39 14 — — — — 171 Depreciation, depletion and amortization 72 919 29 (g) 1,020 347 36 — 63 (b) 446 123 — — — 136 (b) 1,725 Total operating expenses 494 4,611 29 5,134 533 60 — 63 656 445 6 34 — 176 6,451 Income (loss) from operations (234) 938 (29) 675 (725) 83 — (63) (705) (70) 13 86 — (176) (177) CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2021 ($ IN MILLIONS, EXCEPT PER SHARE AMOUNTS) Transaction Adjustments Transaction Adjustments Historical Predecessor (Jan. 1, 2021 through Feb. 9, 2021) Historical Successor (Feb. 10, 2021 through Dec. 31, 2021) Reorganization and Fresh Start Adjustments (Note 2) Chesapeake Pro Forma Vine Pro Forma (Jan 1, 2021 through Sep 30, 2021) Vine Historical (Oct. 1, 2021 through Oct. 31, 2021) Vine Reclass Adjustments (Note 2) Vine Pro Forma Adjustments (Note 2) Vine Pro Forma (Jan 1, 2021 through Oct 31, 2021) Chief Sellers Historical Tug Hill Sellers Historical Xxxxxx Sellers Historical Chief Sellers Reclass Adjustments (Note 2) Chief/ Tug Hill/ Xxxxxx Sellers Pro Forma Adjustments (Note 2) Chesapeake Pro Forma Combined Other income (expense): Interest expense (11) (73) 4 (h) (80) (80) (7) — 40 (k) (47) (22) — — — 22 (c) (127) Total other income (expense) 5,560 (42) (5,565) (47) (153) (7) — 40 (120) (14) — — — 21 (160) Income (loss) before income taxes 5,326 896 (5,594) 628 (878) 76 — (23) (825) (84) 13 86 — (155) (337) Net income (loss) 5,383 945 (5,651) 677 (889) 76 — (12) (825) (84) 13 86 — (155) (288) Net loss attributable to purchase Class A Common Stock held by the Sponsor will be forfeited, noncontrolling interests — — — — 398 (35) — (363) (m) — — — — — — — Net income (loss) available to common stockholders $ 5,383 $ 945 $ (5,651) $ 677 $ (491) $ 41 $ — $ (375) $ (825) $ (84) $ 13 $ 86 $ — $ (155) $ (288) Earnings (loss) per common share: Basic $ 550.35 $ 9.29 $ (2.27) Diluted $ 534.51 $ 8.12 $ (2.27) Weighted average common and common equivalent shares outstanding (in connection with such forfeiture and pursuant to the terms of the merger agreement, certain employees of New CuriosityStream will receive fully vested Software Acquisition Group Options, subject to the terms and conditions of the Omnibus Incentive Plan and certain other conditions, as set forth in the merger agreement. The treatment of the options outstanding under the CuriosityStream Stock Option Plan thousands): Basic 9,781 101,754 15,400 (the “Stock Option Plan”n) in the merger is described below in “— Treatment of Stock Options in Transaction.”9,442 (f) 126,596 Diluted 10,071 116,341 15,400 (n) 9,442 (f) 126,596 NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION. Introduction Software Acquisition Group is providing the following unaudited pro forma combined financial information (the “pro forma combined financial statements”) to assist in your evaluation of the merger. The pro forma combined financial statements combine the historical financial statements of Software Acquisition Group and CuriosityStream. The unaudited pro forma combined balance sheet as of June 30, 2020 gives pro forma effect to the merger as if it had been consummated as of that date. The unaudited pro forma combined statements of operations for contained herein have been further adjusted to reflect the six months ended June 30Marcellus Acquisition, 2020 as follows: • On March 9, 2022, Chesapeake and for the year ended December 31Sellers completed the Marcellus Acquisition and under the terms and conditions contained in the Marcellus Agreements the Sellers received approximately $2.0 billion in cash and $764 million in Chesapeake's common stock based on Chesapeake's stock price as of March 9, 2019 give pro forma effect to the merger as if it had occurred 2022. The Marcellus Properties were acquired on a cash-free, debt-free basis, effective as of January 1, 20192022. This information should be read together with CuriosityStream’s • The Marcellus Acquisition was funded by cash on hand and Software Acquisition Group’s $914 million of borrowings under Chesapeake's existing credit agreement. The following pro forma statements of operations have been prepared from the respective audited and unaudited historical consolidated financial statements and related notes, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of CuriosityStream,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Software Acquisition Group” and other previously filed pro forma financial information included elsewhere of Chesapeake, the Sellers, and Vine, adjusted to give effect to the Marcellus Acquisition, the Vine Acquisition and Chesapeake's emergence from bankruptcy. No pro forma balance sheet for Chesapeake giving effect to the Marcellus Acquisition, the Vine Acquisition or emergence from bankruptcy and application of fresh start accounting is presented herein because the effects are reflected in this proxy statementChesapeake's March 31, 2022 unaudited condensed consolidated balance sheet filed with the Securities and Exchange Commission on Form 10-Q on May 6, 2022. The unaudited pro forma combined balance sheet as of June 30, 2020 has been prepared using the following: • CuriosityStream’s unaudited historical balance sheet as of June 30, 2020, as included elsewhere in this proxy statement; and • Software Acquisition Group’s unaudited historical balance sheet as of June 30, 2020, as included elsewhere in this proxy statement. The unaudited pro forma combined statement of operations for the six three months ended June 30March 31, 2020 has been prepared using 2022, combines the following: • CuriosityStream’s historical unaudited condensed consolidated statements of operations of Chesapeake for the three months ended March 31, 2022 and the historical statement results of operations for the six months ended June 30, 2020, as included elsewhere in this proxy statement; Chief Sellers and • Software Acquisition Group’s unaudited historical statement of operations the Xxxxxx / Tug Hill Sellers for the six months 2022 pre-acquisition period ended June 30March 9, 2020, as included elsewhere in this proxy statement2022. The unaudited pro forma combined statement of operations for the year ended December 31, 2019 has been prepared using 2021, combines the following: • CuriosityStream’s historical audited historical statement consolidated statements of operations of Chesapeake and the Chief Sellers for the year ended December 31, 20192021, the historical audited statements of revenues and direct operating expenses for the Xxxxxx / Tug Hill Sellers for the year ended December 31, 2021, as included elsewhere in this proxy statementwell as previously filed unaudited pro forma statements of operations of Chesapeake (giving effect to the Vine Acquisition) and Vine (giving effect to the Brix Companies Acquisition), with the effects of the Marcellus Acquisition as if it had been completed on January 1, 2021. The pro forma statements of operations reflect the following pro forma adjustments related to the Marcellus Acquisition, based on available information and certain assumptions that Chesapeake believes are reasonable. • Chesapeake's acquisition of the Marcellus Properties, which will be accounted for using the acquisition method of accounting, with Chesapeake identified as the accounting acquirer; • Certain reclassification adjustments to conform the Sellers' historical financial presentation to Chesapeake's financial statement presentation; • the assumption of liabilities by Chesapeake for any transaction-related expenses; and • Software Acquisition Group’s audited historical statement the estimated tax impact of pro forma adjustments. The pro forma statements of operations have been developed from and should be read in conjunction with: • the accompanying notes to the unaudited pro forma combined financial information; • the historical audited consolidated financial statements of Chesapeake as of and for the period from May 9, 2019 (inception) through year ended December 31, 20192021, included in Chesapeake's Annual Report on Form 10-K filed on February 24, 2022; • the historical unaudited condensed consolidated financial statements of Chesapeake as of March 31, 2022, included elsewhere in Chesapeake’s Quarterly Report on Form 10-Q filed on May 6, 2022; • the historical audited consolidated financial statements for the Chief Sellers as of and for the year ended December 31, 2021, included in this proxy statement. Description document; • the historical audited statements of revenues and direct operating expenses for the Transactions On August 10Xxxxxx / Tug Hill Sellers for the year ended December 31, 20202021, Software Acquisition Group entered into included in this document; • the merger agreement. As a result historical unaudited condensed consolidated financial statements of Xxxx as of and for the mergernine months ended September 30, the redeemable convertible preferred stock of CuriosityStream will first convert into common shares of CuriosityStream and then each issued and outstanding share of CuriosityStream will be exchanged for newly issued shares of Class A Common Stock2021, as calculated included in Chesapeake's Final Prospectus filed pursuant to the terms of the merger agreement. In connection with the mergerRule 424(b)(3) dated January 6, there will also be a PIPE Investment of $25 million. In addition, in connection with the Merger, approximately 711,000 warrants to purchase Class A Common Stock held by the Sponsor will be forfeited, and in connection with such forfeiture and pursuant to the terms of the merger agreement, certain employees of New CuriosityStream will receive fully vested Software Acquisition Group Options, subject to the terms and conditions of the Omnibus Incentive Plan and certain other conditions, as set forth in the merger agreement. The treatment of the options outstanding under the CuriosityStream Stock Option Plan (the “Stock Option Plan”) in the merger is described below in “— Treatment of Stock Options in Transaction.”2022;

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION. Introduction Software Acquisition Group STPK is providing the following unaudited pro forma combined financial information (the “pro forma combined financial statements”) to assist in your evaluation of the merger. The pro forma combined financial statements combine the historical financial statements of Software Acquisition Group and CuriosityStream. The unaudited pro forma combined balance sheet as of June 30December 31, 2020 gives pro forma effect to the merger and the closing of the PIPE Investment, as summarized below, as if it each had been consummated as of that date. The unaudited pro forma combined statements of operations for the six months ended June 30, 2020 and for the year ended December 31, 2019 2020 give pro forma effect to the merger and the closing of the PIPE Investment as if it each had occurred as of January 1, 20192020. This information should be read together with CuriosityStreamXxxx’s and Software Acquisition GroupSTPK’s respective consolidated audited and unaudited financial statements and related notes, “Stem’s Management’s Discussion and Analysis of Financial Condition and Results of Operations of CuriosityStreamOperations,” “STPK’s Management’s Discussion and Analysis of Financial Condition and Results of Operations of Software Acquisition GroupOperations” and other financial information included elsewhere in this proxy statement/consent solicitation statement/prospectus. The unaudited pro forma condensed combined balance sheet as of June 30December 31, 2020 has been prepared using the following: • CuriosityStreamStem’s unaudited audited historical consolidated balance sheet as of June 30December 31, 2020, as included elsewhere in this proxy statement/consent solicitation statement/prospectus; and • Software Acquisition GroupSTPK’s unaudited audited historical balance sheet as of June 30December 31, 2020, as included elsewhere in this proxy statement/consent solicitation statement/prospectus. The unaudited pro forma combined statement of operations for the six months ended June 30, 2020 has been prepared using the following: • CuriosityStream’s unaudited historical statement of operations for the six months ended June 30, 2020, as included elsewhere in this proxy statement; and • Software Acquisition Group’s unaudited historical statement of operations for the six months ended June 30, 2020, as included elsewhere in this proxy statement. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2019 2020 has been prepared using the following: • CuriosityStreamXxxx’s audited historical consolidated statement of operations for the year ended December 31, 2020, as included elsewhere in this proxy statement/consent solicitation statement/prospectus; and • STPK’s audited historical statement of operations for the year ended December 31, 20192020, as included elsewhere in this proxy statement; and • Software Acquisition Group’s audited historical statement of operations for the period from May 9, 2019 (inception) through December 31, 2019, as included elsewhere in this proxy /consent solicitation statement/prospectus. Description of the Transactions On August 10The merger, 2020the PIPE Investment and accompanying transactions may be summarized as follows: • the merger of Merger Sub, Software Acquisition Group entered a wholly owned subsidiary of STPK, with and into Stem, with Stem surviving the merger as a wholly owned subsidiary of STPK; • the conversion of all outstanding Stem Preferred Stock and Convertible Notes, and certain Stem Warrants into 237,901,566 shares of Existing Stem Common Stock immediately prior to the closing of the merger; • the cancellation and conversion of all outstanding shares of Existing Stem Common Stock (including any shares of Existing Stem Common Stock resulting from the conversion of Stem Preferred Stock, Stem Warrants or Convertible Notes into shares of Existing Stem Common Stock) into the right to receive a pro rata portion (on a fully-diluted basis) of approximately 65,000,000 shares of New Stem Common Stock (less any shares of New Stem Common Stock that will be issuable upon exercise of certain outstanding options and warrants to purchase capital stock of Stem that remain outstanding after the merger); and • the issuance and sale of 22.5 million shares of New Stem Common Stock at a purchase price of $10.00 per share pursuant to the PIPE Investment immediately following consummation of the merger. Accounting for the Merger The merger agreementwill be accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, STPK, who is the legal acquirer, will be treated as the “acquired” company for financial reporting purposes and Stem will be treated as the accounting acquirer. Stem has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances under both the minimum and maximum redemption scenarios: • Stem’s existing stockholders expecting to have the greatest voting interest of the post-combination company with at least 48.0% of the voting interest in each scenario; • Stem’s senior management comprising all of the senior management of the post-combination company; • The directors nominated by Stem will represent the majority of the post-combination company Board; • The relative size (measured in, for example, assets, revenues or earnings) of Stem compared to STPK; and • Stem’s operations comprising the ongoing operations of the post-combination company. Accordingly, for accounting purposes, the merger will be treated as the equivalent of a capital transaction in which Stem is issuing stock for the net assets of STPK. The net assets of STPK will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to merger will be those of Stem. Basis of Pro Forma Presentation The unaudited pro forma combined financial statements were prepared in accordance with Article 11 of SEC Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the 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 or are reasonably expected to occur (“Management’s Adjustments”). STPK has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma combined financial information. The adjustments presented on the unaudited pro forma combined financial statements have been identified and presented to provide relevant information necessary to assist in understanding the post-combination company upon consummation of the merger and the PIPE Investment. The unaudited pro forma combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma combined financial information as being indicative of the historical financial position and results that would have been achieved had the companies always been combined or the future financial position and results that the post- combination company will experience. Stem and STPK have not had any historical relationship prior to the merger. Accordingly, no pro forma adjustments were required to eliminate activities between the companies. The unaudited pro forma combined financial information has been prepared after giving effect to the merger and the PIPE Investment, assuming two alternative levels of redemption into cash of STPK’s shares of Class A Common Stock: • Scenario 1 — Assuming no redemptions into cash: This presentation assumes that no STPK stockholders exercise redemption rights with respect to their shares of Class A Common Stock upon consummation of the merger; and • Scenario 2 — Assuming redemptions of 38,358,504 shares of STPK’s Class A Common Stock: This presentation assumes that STPK stockholders exercise their redemption rights with respect to a maximum of 38,358,504 shares of Class A Common Stock upon consummation of the merger at a redemption price of approximately $10.00 per share. The maximum redemption amount is derived to ensure a minimum consolidated cash balance of $200,000,000. This minimum cash balance is calculated before giving effect to payment of estimated transaction expenses of $53,754,000. Scenario 2 includes all adjustments contained in Scenario 1 and presents additional adjustments to reflect the effect of the maximum redemptions. The foregoing scenarios are for illustrative purposes as STPK does not have, as of the date of this proxy statement/consent solicitation statement/prospectus, a meaningful way of providing any certainty regarding the number of redemptions by STPK’s public stockholders that may actually occur. Included in the shares outstanding and weighted average shares outstanding as presented in the pro forma combined financial statements are 65,000,000 shares of STPK common stock (including shares issuable upon exercise of Stem Options and certain Stem Warrants) to be issued to Stem stockholders under Scenarios 1 and 2. As a result of the mergermerger and immediately following the closing of the merger and the closing of the PIPE Investment, assuming no STPK stockholders elect to redeem their shares for cash, current stockholders of Stem will own approximately 48.0% of the outstanding shares of New Stem Common Stock, the redeemable convertible preferred stock PIPE Investors will own approximately 16.6% of CuriosityStream will first convert into common the outstanding shares of CuriosityStream New Stem Common Stock, STPK’s Sponsor, officer, directors and then other holders of Founder Shares will own approximately 7.1% of the outstanding shares of New Stem Common Stock and the former stockholders of STPK will own approximately 28.3% of the outstanding shares of New Stem Common Stock as of December 31, 2020 (in each case, including shares issuable upon exercise of Stem Options and certain Stem Warrants, and not giving effect to any shares issuable to them upon exercise of STPK Warrants). As a result, current stockholders of Stem, as a group, will collectively own more shares of STPK common stock than any single stockholder following consummation of the merger with no current stockholder of STPK owning more than 10% of the issued and outstanding share capital stock of CuriosityStream will be exchanged for newly issued New Stem. If 38,358,504 shares of Class A Common Stock are redeemed for cash, which assumes the maximum redemption of STPK common stock to ensure a minimum gross proceeds of $200,000,000, after giving effect to payments to redeeming stockholders, but before giving effect to payment of estimated transaction expenses and repayment of any borrowings under the Existing Debt Arrangements (as defined below), former equity holders of Stem will own approximately 66.9% of the outstanding shares of New Stem Common Stock, as calculated pursuant to the terms PIPE Investors will own approximately 23.2% of the merger agreement. In connection with the merger, there will also be a PIPE Investment outstanding shares of $25 million. In addition, in connection with the Merger, approximately 711,000 warrants to purchase Class A New Stem Common Stock held by the Sponsor and STPK’s Sponsor, officer, directors and other holders of Founder Shares will be forfeited, and in connection with such forfeiture and pursuant to the terms own approximately 9.9% of the merger agreement, certain employees outstanding shares of New CuriosityStream will receive fully vested Software Acquisition Group OptionsStem Common Stock (in each case, subject to the terms and conditions including shares issuable upon exercise of the Omnibus Incentive Plan Stem Options and certain other conditions, as set forth in the merger agreement. The treatment of the options outstanding under the CuriosityStream Stock Option Plan (the “Stock Option Plan”) in the merger is described below in “— Treatment of Stock Options in TransactionStem Warrants).”