Common use of Basis of Presentation Clause in Contracts

Basis of Presentation. The unaudited pro forma condensed combined financial statements and these notes present the unaudited pro forma condensed combined financial position and results of operations of BioLife (after giving effect to the Merger with GCI, the Acquisition of SCI, and adjustments described in these notes, subject to the assumptions and limitations described herein), and are intended to illustrate the impact of the Merger on BioLife. The Merger will be and the Acquisition was accounted for as a business combination using the acquisition method of accounting under the provisions of Accounting Standards Codification ("ASC") 805, "Business Combinations" ("ASC 805"). Under ASC 805, generally all assets acquired and liabilities assumed are recorded at their acquisition date fair value. For pro forma purposes, the fair value of GCI's identifiable tangible and intangible assets acquired and liabilities assumed are based on a preliminary estimate of fair value as of March 31, 2021. Transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The accompanying unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of SEC Regulation S-X. The unaudited pro forma condensed combined financial statements do not reflect any cost savings, operating synergies or the impact of restructuring actions that the combined company may achieve as a result of the Merger or Acquisition, or the costs necessary to achieve such cost savings, operating synergies or restructuring actions. The unaudited pro forma condensed combined financial statements and these notes have been prepared using the acquisition method of accounting under ASC 805, based on the historical financial statements, including the related notes, of BioLife, GCI, and SCI. The unaudited pro forma condensed combined balance sheet as of March 31, 2021 reflects the Merger as if it had been completed on March 31, 2021 and combines the consolidated balance sheets of BioLife and GCI as of March 31, 2021. The unaudited pro forma statements of operations reflect the Merger and Acquisition as if they occurred on January 1, 2020. The unaudited pro forma statement of operations for the year ended December 31, 2020 combines the statement of operations of BioLife for the year ended December 31, 2020, the statement of operations of GCI for the year ended December 31, 2020, and the unaudited statement of operations of SCI for the nine months ended September 30, 2020. The unaudited pro forma statement of operations for the three months ended March 31, 2021 combines the statement of operations of BioLife for the three months ended March 31, 2021 and the statement of operations of GCI for the three months ended March 31, 2021. The historical financial statements of BioLife, GCI, and SCI have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events that are transaction accounting adjustments which are necessary to account for the Merger and the Acquisition, in accordance with U.S. GAAP. The unaudited pro forma adjustments are based upon available information and certain assumptions that our management believe are reasonable. The unaudited pro forma condensed combined financial statements and these notes include unaudited pro forma adjustments based on preliminary valuations of assets and liabilities of GCI. These adjustments are preliminary and will be revised as additional information becomes available and additional valuation work is performed. The final purchase price allocations will be based on the fair value of the assets acquired and the liabilities assumed as of the closing of the Merger. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed in determining the final purchase price allocations, BioLife will apply U.S. GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market at the measurement date. The fair value measurements will utilize estimates based on key assumptions in connection with the Merger, including historical and current market data. The final purchase price allocation will be determined after the completion of the Merger, and the final allocations may differ materially from those presented in the unaudited pro forma financial statements and these notes. Included in the historical statement of operations of Global Cooling for the year ended December 31, 2020 are the following nonrecurring items for which no adjustment has been made: · Litigation settlement expense was recognized related to a mediation agreement between Global Cooling and a former supplier in the amount of $4.0 million. · Gain on debt extinguishments were recognized related to the Paycheck Protection Program and JobsOhio Workforce Retention Loan programs in the amount of approximately $2.1 million.

Basis of Presentation. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended by the final rule, Release No. 33-10786, “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Management has elected not to present management’s adjustments and has only presented transaction accounting adjustments in the unaudited pro forma condensed combined financial statements. VBL and Notable 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 balance sheet data as of September 30, 2023 assumes that the Merger took place on September 30, 2023 and combines the VBL and Notable historical balance sheets as of September 30, 2023. The unaudited pro forma condensed combined statement of operations assumes that the Merger took place on January 1, 2022 and combines the historical results of VBL and Notable for the nine months ended September 30, 2023 and for the year ended December 31, 2022. Additionally, the unaudited pro forma condensed combined balance sheet and statements of operations reflect the other transactions that will have occurred at or prior to the completion of the Merger. The Merger in these unaudited pro forma condensed combined financial statements and these notes present the unaudited pro forma condensed combined financial position and results of operations of BioLife (after giving effect to the Merger with GCI, the Acquisition of SCI, and adjustments described in these notes, subject to the assumptions and limitations described herein), and are intended to illustrate the impact of the Merger on BioLife. The Merger will be and the Acquisition was is a reverse asset acquisition that has been accounted for as a business combination using reverse recapitalization, equivalent to Notable issuing stock for the acquisition method net assets of accounting under the provisions of Accounting Standards Codification ("ASC") 805VBL, "Business Combinations" ("ASC 805"). Under in accordance with ASC 805, generally all because at the closing of the Merger, the primary pre-combination assets of VBL will be cash and cash equivalents. VBL will be treated as the acquired and liabilities assumed are recorded company for accounting purposes, whereas Notable will be treated as the accounting acquirer. The net assets of VBL will be stated at their acquisition date fair value. For pro forma purposes, the fair value of GCI's identifiable tangible and which approximates carrying value, with no goodwill or other intangible assets acquired recorded, and liabilities assumed are based on a preliminary estimate the historical results of fair value as operations prior to the Merger will be those of March 31, 2021. Transaction costs and restructuring costs associated with the business combination are expensed as incurredNotable. The excess historical financial statements of the acquisition consideration over the fair value of assets acquired VBL and liabilities assumed, if any, is allocated Notable have been adjusted to goodwill. The accompanying give effect to unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of SEC Regulation S-X. The unaudited pro forma condensed combined financial statements do not reflect any cost savings, operating synergies or the impact of restructuring actions that the combined company may achieve as a result of the Merger or Acquisition, or the costs necessary to achieve such cost savings, operating synergies or restructuring actionsevents. The unaudited pro forma condensed combined financial statements and these notes have been prepared using also give effect to other transactions described below that are not directly attributable to the acquisition method of accounting under ASC 805, based on Merger but are deemed relevant to the historical financial statements, including the related notes, of BioLife, GCI, and SCI. The unaudited pro forma condensed financial position and operations of the combined balance sheet companies. Pro forma adjustments related to the Notable Pre-Closing Financing for aggregate cash proceeds of approximately $2.7 million reflects the additional issuance of Notable preferred stock as part of March 31, 2021 reflects the $10.3 million Notable Pre-Closing Financing that was completed immediately upon the closing of the Merger as if it had been completed on March 31, 2021 and combines a condition to the consolidated balance sheets of BioLife and GCI as of March 31, 2021Merger Agreement. The unaudited pro forma statements shares of operations reflect Notable preferred stock in the Merger and Acquisition Notable Pre-Closing Financing (including those issued upon cancellation of the Series D SAFEs) were converted into Ordinary Shares as if they occurred on January 1, 2020part of the Exchange Ratio at the Effective Time of the Merger. The unaudited pro forma statement To the extent there are significant changes to the business following completion of operations for the year ended December 31, 2020 combines the statement of operations of BioLife for the year ended December 31, 2020Merger, the statement of operations of GCI for the year ended December 31, 2020, assumptions and the unaudited statement of operations of SCI for the nine months ended September 30, 2020. The unaudited pro forma statement of operations for the three months ended March 31, 2021 combines the statement of operations of BioLife for the three months ended March 31, 2021 and the statement of operations of GCI for the three months ended March 31, 2021. The historical financial statements of BioLife, GCI, and SCI have been adjusted estimates set forth in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events that are transaction accounting adjustments which are necessary to account for the Merger and the Acquisition, in accordance with U.S. GAAP. The unaudited pro forma adjustments are based upon available information and certain assumptions that our management believe are reasonable. The unaudited pro forma condensed combined financial statements and these notes include unaudited could change significantly. Accordingly, the pro forma adjustments based on preliminary valuations of assets and liabilities of GCI. These are subject to further adjustments are preliminary and will be revised as additional information becomes available and as additional valuation work is performed. The final purchase price allocations will be based on the fair value of the assets acquired and the liabilities assumed as of the closing of the Merger. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed in determining the final purchase price allocations, BioLife will apply U.S. GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market at the measurement date. The fair value measurements will utilize estimates based on key assumptions in connection with the Merger, including historical and current market data. The final purchase price allocation will be determined after analyses are conducted following the completion of the Merger, and the final allocations may differ materially from those presented . There can be no assurances that these additional analyses will not result in material changes to the unaudited pro forma condensed combined financial statements and these notes. Included in the historical statement of operations of Global Cooling for the year ended December 31, 2020 are the following nonrecurring items for which no adjustment has been made: · Litigation settlement expense was recognized related to a mediation agreement between Global Cooling and a former supplier in the amount of $4.0 million. · Gain on debt extinguishments were recognized related to the Paycheck Protection Program and JobsOhio Workforce Retention Loan programs in the amount of approximately $2.1 millionstatements.

Basis of Presentation. The unaudited pro forma condensed combined financial information is based on the historical consolidated financial statements of MCBC and these notes present the unaudited pro forma condensed combined financial position and results of operations of BioLife (after giving effect to the Merger with GCIMillerCoors, the Acquisition of SCI, and adjustments described in these notes, subject to the assumptions and limitations described herein), and are intended to illustrate the impact of the Merger on BioLife. The Merger will be and the Acquisition was accounted for as a business combination using the acquisition method of accounting under the provisions of Accounting Standards Codification ("ASC") 805, "Business Combinations" ("ASC 805"). Under ASC 805, generally all assets acquired and liabilities assumed are recorded at their acquisition date fair value. For pro forma purposes, the fair value of GCI's identifiable tangible and intangible assets acquired and liabilities assumed are based on a preliminary estimate of fair value as of March 31, 2021. Transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The accompanying unaudited pro forma condensed combined financial information was both prepared in accordance with Article 11 of SEC Regulation S-X. U.S. GAAP, and reflects the pending Acquisition and the anticipated financing for the pending Acquisition. The unaudited pro forma condensed combined financial statements do information is presented for illustrative purposes only and does not necessarily reflect any cost savings, operating synergies the results of operations or the impact financial position of restructuring actions MCBC that actually would have resulted had the combined company may achieve as a result of pending Acquisition occurred at the Merger or Acquisitiondates indicated, or project the costs necessary to achieve such cost savings, operating synergies results of operations or restructuring actionsthe financial position of MCBC for any future dates or periods. The unaudited pro forma condensed combined financial statements and these notes have been prepared using of operations for the acquisition method of accounting under ASC 805nine months ended September 30, based on the historical financial statements, including the related notes, of BioLife, GCI2015, and SCIthe year ended December 31, 2014, gives effect to the pending Acquisition and the anticipated financing as if they were completed on January 1, 2014. The unaudited pro forma condensed combined balance sheet as of March 31September 30, 2021 reflects 2015, gives effect to the Merger pending Acquisition and the anticipated financing as if it they had been completed occurred on March 31, 2021 and combines the consolidated balance sheets of BioLife and GCI as of March 31, 2021that date. The unaudited pro forma statements of operations financial information does not reflect the Merger acquisition of the international Xxxxxx brand portfolio as the Company is not yet able to estimate the allocation of fair value to the net assets of the international Xxxxxx brand portfolio because we currently have very limited information regarding such business. Additionally, the limited information that was made available to MCBC indicates that the international Xxxxxx brand portfolio is insignificant to the overall pending Acquisition and Acquisition as if they occurred on January 1, 2020to MCBC following the successful completion of the pending Acquisition. The Company believes that the unaudited pro forma statement condensed combined financial information presents in all material respects the pro forma effect of operations the pending Acquisition. The historical financial information of MCBC has been derived from: the audited consolidated financial statements of MCBC for the year ended December 31, 2020 combines 2014, included in its Annual Report on Form 10-K filed with the statement of operations of BioLife for the year ended December 31SEC on February 12, 2020, the statement of operations of GCI for the year ended December 31, 2020, 2015 (“MCBC Form 10-K”); and the unaudited statement condensed consolidated financial statements of operations MCBC as of SCI and for the nine months ended September 30, 2020. The unaudited pro forma statement of operations for 2015, included in the three months ended March 31Quarterly Report on Form 10-Q filed with the SEC on November 5, 2021 combines the statement of operations of BioLife for the three months ended March 31, 2021 and the statement of operations of GCI for the three months ended March 31, 20212015. The historical financial information for MillerCoors has been derived from the audited consolidated financial statements of BioLifeMillerCoors for the year ended December 31, GCI2014, included as Exhibit 99 to the MCBC Form 10-K and the unaudited interim condensed consolidated financial statements of MillerCoors as of and for the nine months ended September 30, 2015, included as Exhibit 99.2 to the Current Report on Form 8-K to which this Exhibit 99.3 is attached. Unless otherwise indicated, information in this report is presented in U.S. dollars (“USD” or “$”). Both MCBC and MillerCoors have fiscal years which end on December 31. Pro forma adjustments reflected on the unaudited pro forma condensed combined balance sheet are based on items that are factually supportable and directly attributable to the pending Acquisition and the expected financing for the pending Acquisition. Pro forma adjustments reflected in the unaudited pro forma condensed combined statements of operations are based on items that are factually supportable, are directly attributable to the pending Acquisition or the related anticipated financing, and SCI are expected to have been adjusted a continuing impact on MCBC’s results of operations and/or financial position. The pro forma adjustments are based on information current as at January 25, 2016, (being the latest practicable date prior to the filing of the Current Report on Form 8-K to which this Exhibit 99.3 is attached) and do not reflect any matters not directly attributable to the pending Acquisition or the related anticipated financing. Any nonrecurring items directly attributable to the pending Acquisition or the related anticipated financing are included on the unaudited pro forma condensed combined balance sheet but not in the accompanying unaudited pro forma condensed combined statements of operations. In contrast, any nonrecurring items that were already included in MCBC’s or MillerCoors’ historical consolidated financial statements that are not directly related to the pending Acquisition or the related anticipated financing have not been eliminated and are further discussed in Note 3. The acquisition of SABMiller’s interest in MillerCoors is reflected in the unaudited pro forma condensed combined financial information to give effect to pro forma events that are transaction accounting adjustments which are necessary to account for using the Merger acquisition method of accounting. Under the acquisition method, the total estimated purchase consideration, as described in Note 2, will be determined at the closing date of the pending Acquisition. MCBC will record all assets acquired and liabilities assumed at their respective acquisition-date fair values. Accordingly, the Acquisition, in accordance with U.S. GAAP. The unaudited pro forma adjustments are based upon available information and certain assumptions that our management believe are reasonable. The unaudited pro forma condensed combined financial statements information reflects the full consolidation of MillerCoors. The MCBC historical financial information reflects MCBC’s 42% interest in MillerCoors accounted for by MCBC under the equity method of accounting, which has been eliminated through pro forma adjustments. We remeasured our pre-existing 42% interest in MillerCoors to fair value and these notes include calculated a gain on the excess of the preliminary fair value over its carrying value. This gain is presented as an increase to retained earnings on the unaudited pro forma adjustments condensed combined balance sheet, and is excluded from the unaudited pro forma condensed combined statements of operations as it does not have a continuing impact. See Note 4(i) for further information. At this time, MCBC has not yet completed a detailed valuation analysis to determine the fair values of MillerCoors’ assets to be acquired and liabilities to be assumed and related allocations of the estimated consideration to such items. Accordingly, the unaudited pro forma condensed combined financial information includes a preliminary allocation of the estimated purchase consideration based on preliminary valuations assumptions and estimates that, while considered reasonable under the circumstances, are subject to change, which may be material. In addition, MCBC has not yet performed the due diligence necessary to identify all of assets and liabilities of GCI. These the adjustments are preliminary and will be revised as additional information becomes available and additional valuation work is performed. The final required to conform MillerCoors’ accounting policies to MCBC’s or to identify other items that could significantly impact the purchase price allocations will allocation or the assumptions and adjustments made in the preparation of this unaudited pro forma condensed combined financial information. Upon completion of detailed valuation analyses, there may be based on the fair value of the assets acquired and the liabilities assumed as of the closing of the Merger. For the purpose of measuring additional increases or decreases to the estimated fair value of our historical 42% interest in MillerCoors, as well as adjustments to assigned values of MillerCoors’ assets and liabilities, including but not limited to brands and other intangible assets and property, plant and equipment that could give rise to increases or decreases in the assets acquired amounts of depreciation and liabilities assumed amortization expense that are not reflected in determining this unaudited pro forma condensed combined financial information. Accordingly, once the necessary valuation analyses have been performed following the close of the pending Acquisition, the final purchase price allocationsallocation has been completed, BioLife will apply U.S. GAAP for fair value measurementsand any necessary accounting policy changes are made, actual results may differ materially from the information presented in this unaudited pro forma condensed combined financial information. Fair value is defined as Additionally, the price unaudited pro forma condensed combined statements of operations do not reflect the cost of any integration activities or benefits from the pending Acquisition or synergies that would may be received to sell an asset or paid to transfer derived from integration activities, each of which may have a liability material effect on MCBC’s consolidated results of operations in an orderly transaction between market participants in the principal or most advantageous market at the measurement date. The fair value measurements will utilize estimates based on key assumptions in connection with the Merger, including historical and current market data. The final purchase price allocation will be determined after periods following the completion of the Merger, and the final allocations may differ materially from those presented in the unaudited pro forma financial statements and these notes. Included in the historical statement of operations of Global Cooling for the year ended December 31, 2020 are the following nonrecurring items for which no adjustment has been made: · Litigation settlement expense was recognized related to a mediation agreement between Global Cooling and a former supplier in the amount of $4.0 million. · Gain on debt extinguishments were recognized related to the Paycheck Protection Program and JobsOhio Workforce Retention Loan programs in the amount of approximately $2.1 millionpending Acquisition.

Basis of Presentation. The unaudited pro forma condensed combined financial statements and these notes present the unaudited pro forma condensed combined financial position and results of operations of BioLife (after giving effect to the Merger with GCI, the Acquisition of SCI, and adjustments described in these notes, subject to the assumptions and limitations described herein), and are intended to illustrate the impact of the Merger on BioLife. The Merger will be and the Acquisition was accounted for as a business combination using the acquisition method of accounting under the provisions of Accounting Standards Codification ("ASC") 805, "Business Combinations" ("ASC 805"). Under ASC 805, generally all assets acquired and liabilities assumed are recorded at their acquisition date fair value. For pro forma purposes, the fair value of GCI's identifiable tangible and intangible assets acquired and liabilities assumed are based on a preliminary estimate of fair value as of March 31, 2021. Transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The accompanying unaudited pro forma condensed combined financial information was prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of Article 11 of SEC Regulation S-X. The unaudited pro forma condensed combined financial statements do not reflect any cost savings, operating synergies or the impact of restructuring actions that the combined company may achieve as a result of the Merger or Acquisition, or the costs necessary to achieve such cost savings, operating synergies or restructuring actions. The unaudited pro forma condensed combined financial statements and these notes have been prepared using the acquisition method of accounting under ASC 805, based on the historical financial statements, including the related notes, of BioLife, GCI, and SCI. The unaudited pro forma condensed combined balance sheet as of March 31, 2021 reflects 2023 was prepared using the Merger as if it had been completed on March 31, 2021 and combines the historical consolidated balance sheets of BioLife Imara and GCI Enliven as of March 31, 20212023. The unaudited pro forma statements of operations reflect the Merger and Acquisition as if they occurred on January 1, 2020. The unaudited pro forma statement of operations for the year ended December 31, 2020 combines the statement of operations of BioLife for the year ended December 31, 2020, the statement of operations of GCI for the year ended December 31, 2020, and the unaudited statement of operations of SCI for the nine months ended September 30, 2020. The unaudited pro forma combined statement of operations for the three months ended March 31, 2021 combines 2023 and for the statement year ended December 31, 2022 were prepared using the historical statements of operations and comprehensive loss of BioLife Imara and Enliven for the three months ended March 31, 2021 2023 and for the year ended December 31, 2022, respectively, and gives effect to the Merger as if it occurred on January 1, 2022. For accounting purposes, Enliven is considered to be the acquirer, and the statement Merger was accounted for as a reverse recapitalization of Imara by Enliven because upon the closing of the Merger, the pre-combination assets of Imara were primarily cash. Under reverse recapitalization accounting, the assets and liabilities of Imara were recorded, as of the date of the Merger, at their fair value. No goodwill or intangible assets were recognized and any excess consideration transferred over the fair value of the net assets of Imara, following determination of the actual purchase consideration for Imara are reflected as a reduction to additional paid-in capital. Consequently, the financial statements of Enliven reflect the operations of GCI the acquirer for accounting purposes together with a deemed issuance of shares, equivalent to the three months ended March 31, 2021shares held by the former stockholders of the legal acquirer and a recapitalization of the equity of the accounting acquirer. The accompanying unaudited pro forma combined financial information is derived from the historical financial statements of BioLife, GCIImara and Enliven, and SCI have been adjusted in the accompanying unaudited includes adjustments to give pro forma condensed combined financial information to give effect to pro forma events that are transaction reflect the accounting adjustments which are necessary to account for the Merger and the Acquisition, transaction in accordance with U.S. GAAP. The historical financial statements of Enliven shall become the historical financial statements of the combined company. To the extent there are significant changes to the business following completion of the Merger, the assumptions and estimates set forth in the unaudited pro forma consolidated financial information could change significantly. Accordingly, the pro forma adjustments are based upon available information and certain assumptions that our management believe are reasonable. The unaudited pro forma condensed combined financial statements and these notes include unaudited pro forma adjustments based on preliminary valuations of assets and liabilities of GCI. These adjustments are preliminary and will be revised subject to further adjustment as additional information becomes available and as additional valuation work is performed. The final purchase price allocations will be based on the fair value of the assets acquired and the liabilities assumed as of the closing of the Merger. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed in determining the final purchase price allocations, BioLife will apply U.S. GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market at the measurement date. The fair value measurements will utilize estimates based on key assumptions in connection with the Merger, including historical and current market data. The final purchase price allocation will be determined after analyses are conducted following the completion of the Merger, and the final allocations may differ materially from those presented . There can be no assurances that these additional analyses will not result in the unaudited pro forma financial statements and these notes. Included in the historical statement of operations of Global Cooling for the year ended December 31, 2020 are the following nonrecurring items for which no adjustment has been made: · Litigation settlement expense was recognized related to a mediation agreement between Global Cooling and a former supplier in the amount of $4.0 million. · Gain on debt extinguishments were recognized related material changes to the Paycheck Protection Program and JobsOhio Workforce Retention Loan programs in the amount estimates of approximately $2.1 millionfair value.

Basis of Presentation. The unaudited pro forma condensed combined financial statements and these notes present the unaudited pro forma condensed combined financial position and results of operations of BioLife (after giving effect to the Merger with GCI, the M&M Acquisition of SCI, and adjustments described in these notes, subject to the assumptions and limitations described herein), and are intended to illustrate the impact of the Merger on BioLife. The Merger will be and the Acquisition was is being accounted for as a business combination using the acquisition method of accounting under US GAAP, in accordance with the provisions of Accounting Standards Codification ("ASC") 805, "Business Combinations" ("ASC 805"). Under ASC 805, generally all which requires assets acquired and liabilities assumed are to be recorded at their acquisition date fair value. For pro forma purposesASC 820, Fair Value Measurements, defines the term “fair value of GCI's identifiable tangible and intangible assets acquired and liabilities assumed are based on a preliminary estimate of fair value value” as of March 31, 2021. Transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The accompanying unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of SEC Regulation S-X. The unaudited pro forma condensed combined financial statements do not reflect any cost savings, operating synergies or the impact of restructuring actions that the combined company may achieve as a result of the Merger or Acquisition, or the costs necessary to achieve such cost savings, operating synergies or restructuring actions. The unaudited pro forma condensed combined financial statements and these notes have been prepared using the acquisition method of accounting under ASC 805, based on the historical financial statements, including the related notes, of BioLife, GCI, and SCI. The unaudited pro forma condensed combined balance sheet as of March 31, 2021 reflects the Merger as if it had been completed on March 31, 2021 and combines the consolidated balance sheets of BioLife and GCI as of March 31, 2021. The unaudited pro forma statements of operations reflect the Merger and Acquisition as if they occurred on January 1, 2020. The unaudited pro forma statement of operations for the year ended December 31, 2020 combines the statement of operations of BioLife for the year ended December 31, 2020, the statement of operations of GCI for the year ended December 31, 2020, and the unaudited statement of operations of SCI for the nine months ended September 30, 2020. The unaudited pro forma statement of operations for the three months ended March 31, 2021 combines the statement of operations of BioLife for the three months ended March 31, 2021 and the statement of operations of GCI for the three months ended March 31, 2021. The historical financial statements of BioLife, GCI, and SCI have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events that are transaction accounting adjustments which are necessary to account for the Merger and the Acquisition, in accordance with U.S. GAAP. The unaudited pro forma adjustments are based upon available information and certain assumptions that our management believe are reasonable. The unaudited pro forma condensed combined financial statements and these notes include unaudited pro forma adjustments based on preliminary valuations of assets and liabilities of GCI. These adjustments are preliminary and will be revised as additional information becomes available and additional valuation work is performed. The final purchase price allocations will be based on the fair value of the assets acquired and the liabilities assumed as of the closing of the Merger. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed in determining the final purchase price allocations, BioLife will apply U.S. GAAP for fair value measurements. Fair value is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market at the measurement date.” Fair value measurements can be highly subjective, and it is possible the application of reasonable judgement could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances. The As of the date of this Current Report, Celanese has not completed the detailed valuation studies necessary to determine the fair value measurements will utilize estimates based on key assumptions in connection with of M&M Business’ assets acquired and the Mergerliabilities assumed and the related allocations of purchase price. Therefore, including historical and current market data. The final the allocation of the purchase price allocation will be determined after the completion of the Merger, and the final allocations may differ materially from those presented as reflected in the unaudited pro forma condensed combined financial statements is based upon management's preliminary estimates of the fair value of the assets acquired and these notesliabilities assumed. Included in The final allocation of the historical statement purchase price will be determined after completion of the detailed valuation studies and determination of the estimated fair value of M&M Business’ assets and liabilities, and associated tax adjustments. Any adjustments to the preliminary estimated fair value amounts could have a significant impact on the unaudited pro forma condensed combined financial statements contained herein and our future results of operations and financial position. There can be no assurance that such finalization will not result in material changes. Celanese’s and the M&M Business’ historical financial statements were prepared in accordance with US GAAP and presented in US dollars. As discussed in Note 3, certain reclassifications were made to align Celanese’s and the M&M Business’ financial statement presentation. Celanese has not identified all adjustments necessary to conform the M&M Business’ accounting policies to Celanese’s accounting policies. As more information becomes available, Celanese will perform a more detailed review of Global Cooling the M&M Business’ accounting policies. As a result of that review, differences could be identified between the accounting policies of the two companies that, when conformed, could have a material impact on the combined company’s financial information. Further, there were no material intercompany transactions and balances between Celanese and the M&M Business as of and for the six months ended June 30, 2022 and for the year ended December 31, 2020 are the following nonrecurring items for which no adjustment has been made: · Litigation settlement expense was recognized related to a mediation agreement between Global Cooling and a former supplier in the amount of $4.0 million. · Gain on debt extinguishments were recognized related to the Paycheck Protection Program and JobsOhio Workforce Retention Loan programs in the amount of approximately $2.1 million2021.

Basis of Presentation. The unaudited pro forma condensed combined financial statements and these notes present the unaudited pro forma condensed combined financial position and results of operations of BioLife (after giving effect to the Merger with GCI, the Acquisition of SCI, and adjustments described in these notes, subject to the assumptions and limitations described herein), and are intended to illustrate the impact of the Merger on BioLife. The Merger will be and the Acquisition was accounted for as a business combination using the acquisition method of accounting under the provisions of Accounting Standards Codification ("ASC") 805, "Business Combinations" ("ASC 805"). Under ASC 805, generally all assets acquired and liabilities assumed are recorded at their acquisition date fair value. For pro forma purposes, the fair value of GCI's identifiable tangible and intangible assets acquired and liabilities assumed are based on a preliminary estimate of fair value as of March 31, 2021. Transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The accompanying unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of SEC Regulation S-X. The unaudited pro forma condensed combined financial statements do not reflect any cost savings, operating synergies or the impact of restructuring actions that the combined company may achieve as a result of the Merger or Acquisition, or the costs necessary to achieve such cost savings, operating synergies or restructuring actions. The unaudited pro forma condensed combined financial statements and these notes have been prepared using the acquisition method of accounting under ASC 805, based on the historical financial statements, including the related notes, of BioLife, GCI, and SCI. The unaudited pro forma condensed combined balance sheet combines the audited consolidated balance sheet of the Company as of March December 31, 2021 reflects 2011 and the Merger unaudited balance sheet of HealthTran as of November 30, 2011, and gives effect to the Acquisition as if it had been completed on March December 31, 2021 2011, including any adjustments to the fair values of assets acquired and combines the consolidated balance sheets of BioLife and GCI as of March 31liabilities assumed based on preliminary estimates, 2021in accordance with purchase accounting guidance. The unaudited pro forma statements of operations reflect the Merger and Acquisition as if they occurred on January 1, 2020. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 2011, combines the consolidated statement of operations of BioLife the Company for the year then ended and the unaudited statement of operations of HealthTran for the twelve months ended November 30, 2011, and gives effect to the Acquisition as if it had occurred on January 1, 2011. The unaudited statement of operations of HealthTran for the twelve months ended November 30, 2011 was prepared by taking the audited HealthTran statement of operations for the twelve months ended May 31, 2011, less the results from the unaudited statement of operations of HealthTran for the six months ended November 30, 2010, plus the results from the unaudited statement of operations of HealthTran for the six months ended November 30, 2011. The HealthTran unaudited statement of operations excludes the results of the TPA business line of HealthTran not acquired by the Company. The pro forma adjustments include the application of the acquisition method of accounting under purchase accounting guidance. Purchase accounting guidance requires, among other things, that identifiable assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date, which is presumed to be the closing of the Acquisition. The transaction fees of approximately $0.9 million for the Acquisition are expensed as incurred and are included in selling, general and administrative expenses in the Company's results for the year ended December 31, 2020, the statement of operations of GCI for the year ended December 31, 2020, and the unaudited statement of operations of SCI for the nine months ended September 30, 20202011. The unaudited pro forma statement of operations for the three months ended March 31, 2021 combines the statement of operations of BioLife for the three months ended March 31, 2021 and the statement of operations of GCI for the three months ended March 31, 2021. The historical financial statements of BioLife, GCI, and SCI have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events that are transaction accounting adjustments which are necessary to account for the Merger and the Acquisition, in accordance with U.S. GAAP. The unaudited pro forma adjustments are based upon available information and certain assumptions that our management believe are reasonable. The unaudited pro forma condensed combined financial statements and these notes include unaudited pro forma adjustments described herein have been developed based on preliminary valuations management's judgment, including estimates relating to the allocation of assets and liabilities of GCI. These adjustments are preliminary and will be revised as additional information becomes available and additional valuation work is performed. The final purchase price allocations will be based on the fair value of the assets acquired and the liabilities assumed as of the closing of the Merger. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed in determining of HealthTran based on preliminary estimates of fair value. We believe that the final purchase price allocationsassumptions used to derive the pro forma adjustments are reasonable given the information available; however, BioLife will apply U.S. GAAP for fair value measurements. Fair value is defined as the price that would valuations of acquired assets and liabilities are in process and are not expected to be received to sell an asset or paid to transfer a liability finalized until later in an orderly transaction between market participants in the principal or most advantageous market at 2012, and information may become available within the measurement date. The fair value measurements will utilize estimates based on key assumptions in connection with period which indicates a potential change to these valuations, the Merger, including historical and current market data. The final purchase price allocation will may be determined after the completion of the Merger, and the final allocations may differ materially from those presented in the unaudited subject to adjustment. The pro forma financial statements do not reflect any cost savings from potential operating efficiencies, any other potential synergies or any incremental costs which may be incurred in connection with integrating HealthTran. The pro forma financial statements are provided for illustrative purposes only and these notes. Included in the historical statement are not intended to represent what our actual consolidated results of operations or consolidated financial position would have been had the Acquisition occurred on the dates assumed, nor are they necessarily indicative of Global Cooling for the year ended December 31, 2020 are the following nonrecurring items for which no adjustment has been made: · Litigation settlement expense was recognized related to a mediation agreement between Global Cooling and a former supplier in the amount our future consolidated results of $4.0 million. · Gain on debt extinguishments were recognized related to the Paycheck Protection Program and JobsOhio Workforce Retention Loan programs in the amount of approximately $2.1 millionoperations or consolidated financial position.

Basis of Presentation. The unaudited pro forma condensed combined financial statements are derived from the historical consolidated financial statements of Domtar and these notes present the historical consolidated financial statements of Resolute. The unaudited pro forma condensed combined financial position statements of earnings for the year ended December 31, 2021 and results of operations of BioLife (after giving effect to the nine months ended September 30, 2022 have been prepared as if the Merger with GCIand related financing transactions had been consummated on January 1, 2021, the Acquisition of SCI, and adjustments described in these notes, subject to the assumptions and limitations described herein), and are intended to illustrate the impact beginning of the Merger on BioLifeearliest period presented. The unaudited pro forma combined balance sheet was prepared as if the Merger will be and the Acquisition was accounted for related financing transactions had been consummated on September 30, 2022. The Unaudited Pro Forma Combined Financial Information is prepared as a business combination using the acquisition method of accounting under the provisions of in accordance with Financial Accounting Standards Board Accounting Standards Codification ("“ASC"”) Topic 805, "Business Combinations" Combinations ("“Topic 805”), using the fair value concepts defined in ASC 805")Topic 820, Fair Value Measurements and Disclosures. Domtar has been treated as the acquirer for financial reporting purposes. Under ASC 805the acquisition method of accounting, generally all the purchase consideration allocated to Resolute’s assets and liabilities for preparation of the Unaudited Pro Forma Financial Information is based upon their estimated preliminary fair values assuming the Merger was completed as of September 30, 2022. The Unaudited Pro Forma Combined Financial Information may differ from the final purchase accounting given that the purchase price is preliminary and subject to finalization of customary closing adjustments and that the identification and measurement of assets acquired and liabilities assumed are recorded at their acquisition date fair value. For pro forma purposes, the fair value of GCI's identifiable tangible preliminary and intangible assets acquired and liabilities assumed subject to change as detailed valuation studies are based on a preliminary estimate of fair value as of March 31, 2021. Transaction costs and restructuring costs associated with the business combination are expensed as incurredfinalized. The excess of final purchase accounting adjustments may be materially different from the acquisition consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The accompanying unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of SEC Regulation S-X. adjustments. The unaudited pro forma condensed combined financial statements Unaudited Pro Forma Combined Financial Information is presented for illustrative purposes only and do not reflect give effect to any cost savings, savings from operating efficiencies or revenue synergies or that may result from the impact Merger. The Unaudited Pro Forma Combined Financial Information also does not purport to represent what the actual consolidated results of restructuring actions that the combined company may achieve as a result operations of Domtar would have been had the Merger or Acquisition, or the costs necessary to achieve such cost savings, operating synergies or restructuring actions. The unaudited pro forma condensed combined financial statements and these notes have been prepared using the acquisition method of accounting under ASC 805, based on the historical financial statements, including the related notes, of BioLife, GCI, and SCI. The unaudited pro forma condensed combined balance sheet as of March 31, 2021 reflects the Merger as if it had been completed on March 31the dates assumed, 2021 and combines nor is it indicative of future consolidated results of operations or the consolidated balance sheets financial position of BioLife and GCI as the combined company. Any transaction, separation or integration costs will be expensed in the appropriate accounting periods after completion of March 31, 2021the Merger. The unaudited pro forma Unaudited Pro Forma Combined Financial Information is derived from and should be read in conjunction with (i) the Domtar historical audited consolidated financial statements of operations reflect the Merger and Acquisition as if they occurred on January 1, 2020. The unaudited pro forma statement of operations for the year ended December 31, 2020 combines 2021, and the statement of operations of BioLife Domtar historical unaudited consolidated financial statements for the period ended September 30, 2022, and (ii) the Resolute historical audited consolidated financial statements for the year ended December 31, 20202021, included elsewhere in this document and the statement of operations of GCI Resolute historical unaudited consolidated financial statements for the year ended December 31, 2020, and the unaudited statement of operations of SCI for the nine months period ended September 30, 20202022, included elsewhere in this document. The unaudited pro forma statement All amounts shown in this section are in millions of operations for the three months ended March 31, 2021 combines the statement of operations of BioLife for the three months ended March 31, 2021 U.S. dollars and the statement of operations of GCI for the three months ended March 31, 2021. The all historical financial statements of BioLife, GCI, and SCI have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events that amounts are transaction accounting adjustments which are necessary to account for the Merger and the Acquisition, in accordance with U.S. GAAP. The unaudited pro forma adjustments are based upon available information and certain assumptions that our management believe are reasonable. The unaudited pro forma condensed combined financial statements and these notes include unaudited pro forma adjustments based on preliminary valuations of assets and liabilities of GCI. These adjustments are preliminary and will be revised as additional information becomes available and additional valuation work is performed. The final purchase price allocations will be based on the fair value of the assets acquired and the liabilities assumed as of the closing of the Merger. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed Unaudited Pro Forma Combined Financial Information has been compiled in determining the final purchase price allocations, BioLife will apply U.S. GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market at the measurement date. The fair value measurements will utilize estimates based on key assumptions in connection manner consistent with the Merger, including historical and current market data. The final purchase price allocation will be determined after the completion of the Merger, and the final allocations may differ materially from those presented in the unaudited pro forma financial statements and these notes. Included in the historical statement of operations of Global Cooling for the year ended December 31, 2020 are the following nonrecurring items for which no adjustment has been made: · Litigation settlement expense was recognized related to a mediation agreement between Global Cooling and a former supplier in the amount of $4.0 million. · Gain on debt extinguishments were recognized related to the Paycheck Protection Program and JobsOhio Workforce Retention Loan programs in the amount of approximately $2.1 millionaccounting policies adopted by Domtar.

Basis of Presentation. The unaudited pro forma condensed combined financial statements information has been prepared based upon historical financial information of Merger Sub and these notes present the unaudited pro forma condensed combined financial position and results of operations of BioLife (after Domtar, giving effect to the Merger with GCI, the Acquisition of SCI, and related financing transactions and other related adjustments described in these notes, subject to the assumptions and limitations described herein), and are intended to illustrate the impact of the Merger on BioLifefootnotes. The Merger will be and the Acquisition was accounted for as a business combination using the acquisition method of accounting under the provisions of Accounting Standards Codification ("ASC") 805, "Business Combinations" ("ASC 805"). Under ASC 805, generally all assets acquired and liabilities assumed are recorded at their acquisition date fair value. For pro forma purposes, the fair value of GCI's identifiable tangible and intangible assets acquired and liabilities assumed are based on a preliminary estimate of fair value as of March 31, 2021. Transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The accompanying This unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of SEC Regulation S-X. The unaudited pro forma condensed combined financial statements do is not reflect any cost savings, operating synergies or the impact of restructuring actions that the combined company may achieve as a result necessarily indicative of the results of operations that would have been achieved had the Merger actually taken place at the dates indicated and does not purport to be indicative of future financial position or Acquisition, or the costs necessary to achieve such cost savings, operating synergies or restructuring actionsresults. The unaudited pro forma condensed combined financial statements and these notes have been prepared using the acquisition method of accounting under ASC 805, based on information should be read in conjunction with the historical financial statements, including the related notes, of BioLife, GCI, and SCI. The unaudited pro forma condensed combined balance sheet as of March 31, 2021 reflects the Merger as if it had been completed on March 31, 2021 and combines the consolidated balance sheets of BioLife and GCI as of March 31, 2021. The unaudited pro forma statements of operations reflect Domtar and the Merger and Acquisition as if they occurred notes thereto, included in the Domtar Corporation Annual Report on January 1, 2020. The unaudited pro forma statement of operations Form 10-K for the fiscal year ended December 31, 2020 combines the statement of operations of BioLife and Quarterly report on Form 10-Q for the year ended December 31, 2020, the statement of operations of GCI for the year ended December 31, 2020, and the unaudited statement of operations of SCI for the nine months period ended September 30, 2020. The unaudited pro forma statement of operations for 2021, as filed with the three months ended March 31, 2021 combines the statement of operations of BioLife for the three months ended March 31, 2021 Securities and the statement of operations of GCI for the three months ended March 31, 2021. The Exchange Commissionn.. All amounts shown in this section are in U.S. dollars and all historical financial statements of BioLife, GCI, and SCI have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events that amounts are transaction accounting adjustments which are necessary to account for the Merger and the Acquisition, also in accordance with U.S. GAAP. The unaudited pro forma adjustments condensed combined financial information has been compiled in a manner consistent with the accounting policies adopted by the Parent. The Merger has been accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations. Parent’s management has determined that Merger Sub is the “acquirer” for financial accounting purposes. The resulting goodwill and other intangible assets are accounted for under FASB ASC 350 “Intangibles – Goodwill and other”. The total purchase price is allocated to the assets acquired and liabilities assumed based upon available on management’s preliminary estimates of their fair value as at September 30, 2021. Changes are expected as valuations of certain tangible and intangible assets and liabilities are finalized. As a result, actual fair values of assets acquired and liabilities assumed, the goodwill generated as well as related operating results, including actual depreciation and amortization expense, could differ materially from those reflected in the unaudited pro forma condensed combined financial information included herein. If the fair value of the acquired assets is higher than the preliminary values above, it may result in higher amortization and certain assumptions that our management believe are reasonabledepreciation expense than is presented in these unaudited pro forma condensed combined statement of operations. The unaudited pro forma condensed combined financial statements statement of earnings does not reflect operational and these notes include unaudited pro forma adjustments based on preliminary valuations of assets and liabilities of GCI. These adjustments are preliminary and will be revised administrative cost savings or synergies as additional information becomes available and additional valuation work is performed. The final purchase price allocations will be based on the fair value a result of the assets acquired and the liabilities assumed Merger as of the closing of the Merger. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed in determining the final purchase price allocations, BioLife will apply U.S. GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market none are anticipated at the measurement date. The fair value measurements will utilize estimates based on key assumptions in connection with the Merger, including historical and current market data. The final purchase price allocation will be determined after the completion of the Merger, and the final allocations may differ materially from those presented in the unaudited pro forma financial statements and these notes. Included in the historical statement of operations of Global Cooling for the year ended December 31, 2020 are the following nonrecurring items for which no adjustment has been made: · Litigation settlement expense was recognized related to a mediation agreement between Global Cooling and a former supplier in the amount of $4.0 million. · Gain on debt extinguishments were recognized related to the Paycheck Protection Program and JobsOhio Workforce Retention Loan programs in the amount of approximately $2.1 millionthis time.

Basis of Presentation. The unaudited pro forma condensed combined financial statements and these notes present the unaudited pro forma condensed combined financial position and results of operations of BioLife (after giving effect to the Merger with GCI, the Acquisition of SCI, and adjustments described in these notes, subject to the assumptions and limitations described herein), and are intended to illustrate the impact of the Merger on BioLife. The Merger will be and the Acquisition was accounted for as a business combination using the acquisition method of accounting under the provisions of Accounting Standards Codification ("ASC") 805, "Business Combinations" ("ASC 805"). Under ASC 805, generally all assets acquired and liabilities assumed are recorded at their acquisition date fair value. For pro forma purposes, the fair value of GCI's identifiable tangible and intangible assets acquired and liabilities assumed are based on a preliminary estimate of fair value as of March 31, 2021. Transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The accompanying unaudited pro forma condensed combined financial information was prepared based on the historical financial statements of Ring and the historical consolidated financial statements of Stronghold. The Stronghold Acquisition has been accounted for as an asset acquisition in accordance with Article 11 ASC 805. The fair value of SEC Regulation S-X. The unaudited pro forma condensed combined financial statements do not reflect any cost savingsthe consideration paid by Ring and allocation of that amount to the underlying assets acquired, operating synergies or on a relative fair value basis, will be recorded on Ring’s books as of the impact date of restructuring actions that the combined company may achieve closing of the Stronghold Acquisition. Additionally, costs directly related to the Stronghold Acquisition are capitalized as a result component of the Merger or Acquisitionpurchase price. The Unaudited Pro Forma Condensed Combined Statements of Operations for the Six Months Ended June 30, or 2022 and the costs necessary to achieve such cost savingsYear Ended December 31, operating synergies or restructuring actions2021 were prepared assuming the Stronghold Acquisition occurred on January 1, 2021. The Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2022 was prepared as if the Stronghold Acquisition had occurred on June 30, 2022. The unaudited pro forma condensed combined financial statements information and these related notes are presented for illustrative purposes only. If the Stronghold Acquisition and other transactions contemplated herein had occurred in the past, the Company’s operating results might have been prepared using the acquisition method of accounting under ASC 805, based on the historical financial statements, including the related notes, of BioLife, GCI, and SCI. The unaudited pro forma condensed combined balance sheet as of March 31, 2021 reflects the Merger as if it had been completed on March 31, 2021 and combines the consolidated balance sheets of BioLife and GCI as of March 31, 2021. The unaudited pro forma statements of operations reflect the Merger and Acquisition as if they occurred on January 1, 2020. The unaudited pro forma statement of operations for the year ended December 31, 2020 combines the statement of operations of BioLife for the year ended December 31, 2020, the statement of operations of GCI for the year ended December 31, 2020, and the unaudited statement of operations of SCI for the nine months ended September 30, 2020. The unaudited pro forma statement of operations for the three months ended March 31, 2021 combines the statement of operations of BioLife for the three months ended March 31, 2021 and the statement of operations of GCI for the three months ended March 31, 2021. The historical financial statements of BioLife, GCI, and SCI have been adjusted materially different from those presented in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events that are transaction accounting adjustments which are necessary to account for the Merger and the Acquisition, in accordance with U.S. GAAP. The unaudited pro forma adjustments are based upon available information and certain assumptions that our management believe are reasonableinformation. The unaudited pro forma condensed combined financial statements information should not be relied upon as an indication of operating results that the Company would have achieved if the Stronghold Acquisition and these notes include unaudited pro forma adjustments based on preliminary valuations of assets and liabilities of GCI. These adjustments are preliminary and will be revised as additional information becomes available and additional valuation work is performed. The final purchase price allocations will be based other transactions contemplated herein had taken place on the fair value of the assets acquired and the liabilities assumed as of the closing of the Merger. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed in determining the final purchase price allocations, BioLife will apply U.S. GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market at the measurement specified date. The fair value measurements will utilize estimates based on key assumptions in connection with In addition, future results may vary significantly from the Merger, including historical and current market data. The final purchase price allocation will be determined after the completion of the Merger, and the final allocations may differ materially from those presented results reflected in the unaudited pro forma condensed combined financial statements and these notes. Included in the historical statement of operations and should not be relied upon as an indication of Global Cooling for the year ended December 31future results the Company will have after the contemplation of the Stronghold Acquisition and the other transactions contemplated by these unaudited pro forma condensed combined financial information. In Ring’s opinion, 2020 all adjustments that are necessary to present fairly the following nonrecurring items for which no adjustment has unaudited pro forma condensed combined financial information have been made: · Litigation settlement expense was recognized related to a mediation agreement between Global Cooling and a former supplier in the amount of $4.0 million. · Gain on debt extinguishments were recognized related to the Paycheck Protection Program and JobsOhio Workforce Retention Loan programs in the amount of approximately $2.1 million.

Basis of Presentation. The unaudited pro forma condensed combined financial statements and these notes present the unaudited pro forma condensed combined financial position and results of operations of BioLife (after giving effect to the Merger with GCI, the Acquisition of SCI, and adjustments described in these notes, subject to the assumptions and limitations described herein), and are intended to illustrate the impact of the Merger on BioLife. The Merger will be and the Acquisition was accounted for as a business combination using the acquisition method of accounting under the provisions of Accounting Standards Codification ("ASC") 805, "Business Combinations" ("ASC 805"). Under ASC 805, generally all assets acquired and liabilities assumed are recorded at their acquisition date fair value. For pro forma purposes, the fair value of GCI's identifiable tangible and intangible assets acquired and liabilities assumed are based on a preliminary estimate of fair value as of March 31, 2021. Transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The accompanying unaudited pro forma condensed combined financial information was prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of Article 11 of SEC Regulation S-X. The unaudited pro forma condensed combined financial statements do not reflect any cost savingsbalance sheet as of December 31, operating synergies or 2022 was prepared using the impact historical consolidated balance sheets of restructuring actions that the combined company may achieve Imara and Enliven as a result of the Merger or AcquisitionDecember 31, or the costs necessary to achieve such cost savings, operating synergies or restructuring actions2022. The unaudited pro forma condensed combined financial statements and these notes have been prepared using the acquisition method of accounting under ASC 805, based on the historical financial statements, including the related notes, of BioLife, GCI, and SCI. The unaudited pro forma condensed combined balance sheet as of March 31, 2021 reflects the Merger as if it had been completed on March 31, 2021 and combines the consolidated balance sheets of BioLife and GCI as of March 31, 2021. The unaudited pro forma statements of operations reflect the Merger and Acquisition as if they occurred on January 1, 2020. The unaudited pro forma statement of operations for the year ended December 31, 2020 combines 2022 was prepared using the statement historical statements of operations and comprehensive loss of BioLife Imara and Enliven for the year ended December 31, 20202022 and gives effect to the Merger as if it occurred on January 1, 2022. For accounting purposes, Enliven is considered to be the statement of operations of GCI for the year ended December 31, 2020acquirer, and the unaudited statement Merger was accounted for as a reverse recapitalization of Imara by Enliven because upon the closing of the Merger, the pre-combination assets of Imara are expected to be primarily cash. Under reverse recapitalization accounting, the assets and liabilities of Imara will be recorded, as of the date of the Merger, at their fair value. No goodwill or intangible assets will be recognized and any excess consideration transferred over the fair value of the net assets of Imara, following determination of the actual purchase consideration for Imara will be reflected as a reduction to additional paid-in capital. Consequently, the financial statements of Enliven reflect the operations of SCI the acquirer for accounting purposes together with a deemed issuance of shares, equivalent to the nine months ended September 30, 2020shares held by the former stockholders of the legal acquirer and a recapitalization of the equity of the accounting acquirer. The accompanying unaudited pro forma statement of operations for combined financial information is derived from the three months ended March 31, 2021 combines the statement of operations of BioLife for the three months ended March 31, 2021 and the statement of operations of GCI for the three months ended March 31, 2021. The historical financial statements of BioLife, GCIImara and Enliven, and SCI have been adjusted in the accompanying unaudited includes adjustments to give pro forma condensed combined financial information to give effect to pro forma events that are transaction reflect the accounting adjustments which are necessary to account for the Merger and the Acquisition, transaction in accordance with U.S. GAAP. The historical financial statements of Enliven shall become the historical financial statements of the combined company. To the extent there are significant changes to the business following completion of the Merger, the assumptions and estimates set forth in the unaudited pro forma consolidated financial information could change significantly. Accordingly, the pro forma adjustments are based upon available information and certain assumptions that our management believe are reasonable. The unaudited pro forma condensed combined financial statements and these notes include unaudited pro forma adjustments based on preliminary valuations of assets and liabilities of GCI. These adjustments are preliminary and will be revised subject to further adjustment as additional information becomes available and as additional valuation work is performed. The final purchase price allocations will be based on the fair value of the assets acquired and the liabilities assumed as of the closing of the Merger. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed in determining the final purchase price allocations, BioLife will apply U.S. GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market at the measurement date. The fair value measurements will utilize estimates based on key assumptions in connection with the Merger, including historical and current market data. The final purchase price allocation will be determined after analyses are conducted following the completion of the Merger, and the final allocations may differ materially from those presented . There can be no assurances that these additional analyses will not result in the unaudited pro forma financial statements and these notes. Included in the historical statement of operations of Global Cooling for the year ended December 31, 2020 are the following nonrecurring items for which no adjustment has been made: · Litigation settlement expense was recognized related to a mediation agreement between Global Cooling and a former supplier in the amount of $4.0 million. · Gain on debt extinguishments were recognized related material changes to the Paycheck Protection Program and JobsOhio Workforce Retention Loan programs in the amount estimates of approximately $2.1 millionfair value.

Basis of Presentation. The following unaudited pro forma condensed combined financial statements and these notes present (the unaudited pro forma condensed combined financial position and results of operations of BioLife (after giving “Pro Forma Financial Statements”) give effect to the Merger with GCI, the Acquisition of SCI, and adjustments described in these notes, subject to the assumptions and limitations described herein), and are intended to illustrate the impact of the Merger on BioLife. The Merger will be and the Acquisition was accounted for as a business combination using the acquisition method of accounting under the provisions of Accounting Standards Codification ("ASC") 805, "Business Combinations" ("ASC 805"). Under ASC 805, generally all assets acquired and liabilities assumed are recorded at their acquisition date fair value. For pro forma purposes, the fair value of GCI's identifiable tangible and intangible assets acquired and liabilities assumed are based on a preliminary estimate of fair value as of March 31, 2021. Transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The accompanying unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of SEC Regulation S-X. The unaudited pro forma condensed combined financial statements do not reflect any cost savings, operating synergies or the impact of restructuring actions that the combined company may achieve as a result of the Merger or Acquisition, or the costs necessary to achieve such cost savings, operating synergies or restructuring actions. The unaudited pro forma condensed combined financial statements of operations for the nine months ended September 30, 2021 and these notes have been prepared using the acquisition method of accounting under ASC 805year ended December 31, based 2020 give effect to the Acquisition as if it had occurred on the historical financial statementsJanuary 1, including the related notes, of BioLife, GCI, and SCI2020. The unaudited pro forma condensed combined balance sheet as of March 31September 30, 2021 reflects gives effect to the Merger Acquisition as if it had occurred on September 30, 2021. While the Pro Forma Financial Statements are helpful in showing the financial characteristics of the consolidated companies, it is not intended to show how the consolidated companies would have actually performed if the events described above had in fact occurred on the dates acquired or to project the results of operations or financial position for any future date or period. We have included in the Pro Forma Financial Statements all adjustments, consisting of normal recurring adjustments, necessary of a fair presentation of the operating results in the historical periods. We believe that the assumptions utilized to prepare the pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions and that the Pro Forma Financial Statements are factually supportable, give appropriate effect to the impact of the events that are directly attributable to the transactions, and reflect those items expected to have a continuing impact on our financial condition. The pro forma information has been completed prepared using the acquisition method of accounting in accordance with accounting principles generally accepted in the United States of America. Under the acquisition method of accounting, the Acquisition is accounted for by recognizing the acquired assets, including separately identifiable intangible assets, and assumed liabilities at their acquisition-date fair values. Any excess of the purchase consideration over the acquisition-date fair values of these identifiable assets and liabilities is recognized as goodwill. The pro forma adjustments are based upon the assumptions and information available at the time of the preparation of this Form 8-K/A and may be subject to change. The Company will finalize the acquisition accounting within the required measurement period. Differences between these estimates of fair value and the final acquisition accounting may occur, and those differences could have a material impact on March 31the pro forma information and the combined company’s future results of operations and financial position. At the time of the filing of this Form 8-K/A, the Company does not expect material changes to the assets acquired or liabilities assumed, with the exception of deferred tax assets and liabilities which were valued using preliminary assumptions. The Pro Forma Financial Statements should be read in conjunction with our historical consolidated financial statements and the notes thereto of CBAT and Zhejiang Hitrans included in our 2020 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 13, 2021 and combines our Form 8-K filed with the consolidated SEC on March 17, 2022. Apart from those transactions listed in Note 5 and Note 6, there were no other material transactions between the Company and Zhejiang Hitrans during the periods presented in the Pro Forma Financial Statements that would need to be eliminated. In addition, the Pro Forma Financial Statements do not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve and realize as a result of the Acquisition, the costs to integrate the operations of the Company and Zhejiang Hitrans, or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. The following table sets for the pro forma unaudited condensed combined balance sheets of BioLife and GCI sheet as of March 31September 30, 2021. Unaudited Condensed Combined Balance Sheets (US dollars) Historical Note 1 CBAK Energy Technology, Inc. and Subsidiaries Zheijing Hitrans Lithium Battery Technology Co., Ltd and Subsidiaries Intercompany Eliminations Pro Forma Adjustments Pro Forma Combined Assets (see note 3) (see note 5) Current assets Cash and cash equivalents 1,993,531 1,108,050 3,101,581 Pledged deposits 15,552,996 1,916,605 17,469,601 Debt products - 1,706,326 1,706,326 Trade and bills receivable, net 22,231,442 37,986,532 60,217,974 Inventories 9,249,455 11,792,548 21,042,003 Prepayments and other receivables 9,715,578 1,889,687 (155,957) 11,449,308 Amount due from related party - 62,048 62,048 Amount due from trustee - 1,240,964 5(a) (1,240,964 ) - Income tax recoverable - 46,519 46,519 Investment in sales-type lease, net 838,649 - 838,649 Total current assets 59,581,651 57,749,279 115,934,009 Property, plant and equipment, net 42,050,589 18,312,476 5(b) 1,523,808 61,886,873 Construction in progress 49,246,115 1,838,569 51,084,684 Non-marketable equity securities 702,807 - 702,807 Hitrans loan 20,326,775 - (3,019,821 )5(a) (17,306,954 ) - Deposit paid for acquisition of a subsidiary 6,404,435 - 5(a) (6,404,435 ) - Payment to trustee 1,944,683 - 5(c) (1,481,126 ) 463,557 Lease assets - finance lease - 1,484,178 1,484,178 Operating lease right-of-use assets, net 1,981,422 53,376 2,034,798 Prepaid land use right- non current 7,465,426 6,215,059 5(b) 6,834 13,687,319 Intangible assets, net 21,418 829,308 5(b) 1,148,414 1,999,140 Investment in sales-type lease, net 980,731 - 980,731 Amount due from related party, non current - 124,097 124,097 Goodwill - - 5(b) 1,709,399 1,709,399 Deferred tax assets - 1,564,720 1,564,720 Total assets 190,706,052 88,171,062 253,656,312 Liabilities Current liabilities Trade and bills payable 21,050,320 35,699,153 56,749,473 Other short-term loans 680,563 - 680,563 Accrued expenses and other payables 15,796,594 1,454,689 (155,957) 5(b) 463,980 17,559,306 Dividend payable - 2,656,664 5(d) (1,304,601) 1,352,063 Amount due to shareholder and CBAT - 20,326,898 (3,019,821 ) 17,307,077 Payables to former subsidiaries, net 361,874 - 361,874 Deferred government grants, current 153,402 286,973 440,375 Product warranty provisions 124,670 - 124,670 Operating lease liability, current 753,404 - 753,404 Warrants liability 10,474,000 - 10,474,000 Total current liabilities 49,394,827 60,424,377 105,802,805 Deferred government grants, non-current 8,833,848 - 8,833,848 Deferred tax liabilities - - 5(b) 325,346 325,346 Operating lease liability 801,266 - 801,266 Product warranty provision 1,873,626 - 1,873,626 Long term tax payable 7,606,677 - 7,606,677 Total liabilities 68,510,244 60,424,377 125,243,568 Commitments and contingencies Shareholders’ equity Common stock 88,555 4,289,924 5(c) (4,289,924 ) 88,555 Donated shares 14,101,689 - 14,101,689 Additional paid-in capital 241,232,244 25,262,444 5(c) (25,262,444 ) 241,232,244 Statutory reserves 1,230,511 266,308 5(c) (266,308 ) 1,230,511 Accumulated deficit (131,654,694 ) (2,572,446 ) 5(c) (1,481,126 ) (132,951,657 ) 5(c) 2,925,064 5(c) (352,618 ) 5(c) 184,163 Accumulated other comprehensive income 1,240,354 476,196 5(c) (644,749 ) 1,240,354 5(c) 168,553 126,238,659 27,722,426 124,941,696 Less: Treasury shares (4,066,610) - (4,066,610 ) Total shareholders’ equities 122,172,049 27,722,426 120,875,086 Non-controlling interests 23,759 24,259 5(c) (24,161) 7,537,658 5(b) 7,513,899 5(c) (98 ) Total of equities 122,195,808 27,746,685 128,412,744 Total liabilities and shareholders’ equity $ 190,706,052 $ 88,171,062 $ 253,656,312 The unaudited following table sets forth the pro forma statements of operations reflect the Merger and Acquisition as if they occurred on January 1, 2020. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 combines 2020. Unaudited Pro Forma Condensed Combined Statements of Operations (US dollars, except per share data) Historical CBAK Energy Technology, Inc. and Subsidiaries Zheijing Hitrans Lithium Battery Technology Co., Ltd Intercompany Eliminations Pro Forma Adjustments Pro Forma Combined US$’000 US$’000 (see note 3) (see note 6) US$’000 Net revenues $ 37,566,152 $ 84,484,272 (12,396,483 ) $ 109,653,941 Cost of revenues (34,852,132 ) (77,704,570 ) 12,396,483 6 (a) (661,114 ) (100,821,333 ) Gross profit 2,714,020 6,779,702 8,832,608 Operating expenses: Research and development expenses 1,678,895 4,126,935 5,805,830 Sales and marketing expenses 701,404 752,838 1,454,242 General and administrative expenses 3,745,676 2,378,922 6,124,598 Impairment charge on property, plant and equipment 4,345,811 - 4,345,811 Provision for doubtful accounts 721,737 737,896 1,459,633 Total operating expenses 11,193,523 7,996,591 19,190,114 Operating loss (8,479,503 ) (1,216,889 ) (10,357,506 ) Finance (expenses) income, net (1,399,095 ) 170,453 (1,228,642 ) Other (expenses) income, net (40,170 ) 676,574 636,404 Changes in fair value of warrants liability 2,072,000 - 2,072,000 Loss before income tax (7,846,768 ) (369,862 ) (8,877,744 ) Income tax credit - 386,639 6 (c) (99,167 ) 287,472 Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Less: Net loss (income) attributable to non-controlling interests 39,870 21 6 (a)(c) (137,285 ) (97,394 ) Net loss (income) attributable to shareholders of CBAK Energy Technology, Inc. $ (7,806,898 ) $ 16,798 $ (8,687,666 ) Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Other comprehensive income (loss) – Foreign currency translation adjustment 1,499,949 1,519,280 3,019,229 Comprehensive (loss) income (6,346,819 ) 1,536,057 (5,571,043 ) Less: Comprehensive loss attributable to non-controlling interests 45,042 1,638 46,680 Comprehensive (loss) income attributable to CBAK Energy Technology, Inc. (6,301,777 ) 1,537,695 (5,524,363 ) Loss per share – Basic and diluted (0.13 ) (0.14 ) Weighted average number of shares of common stock: – Basic and diluted 61,992,386 61,992,386 The following table sets forth the pro forma unaudited condensed combined statement of operations of BioLife for the year ended December 31, 2020, the statement of operations of GCI for the year ended December 31, 2020, and the unaudited statement of operations of SCI for the nine months ended September 30, 2020. The unaudited pro forma statement of operations for the three months ended March 31, 2021 combines the statement of operations of BioLife for the three months ended March 31, 2021 and the statement of operations of GCI for the three months ended March 31, 2021. The historical financial statements Unaudited Pro Forma Condensed Combined Statements of BioLifeOperations (US dollars, GCIexcept per share data) Historical CBAK Energy Technology, Inc. and SCI have been adjusted Subsidiaries Zheijing Hitrans Lithium Battery Technology Co., Ltd Intercompany Eliminations Pro Forma Adjustments Pro Forma Combined (see note 3) (see note 6) Net revenues $ 24,867,393 $ 97,875,308 (1,360,655 ) $ 121,382,046 Cost of revenues (20,798,931 ) (86,911,922 ) 1,360,655 6 (a) (495,836 ) (106,846,034 ) Gross profit 4,068,462 10,963,386 14,536,012 Operating expenses: Research and development expenses 3,344,817 3,773,359 7,118,176 Sales and marketing expenses 1,262,999 626,422 1,889,421 General and administrative expenses 5,823,560 2,334,094 6 (b) (197,356 ) 7,960,298 Provision for doubtful accounts (437,475 ) - (437,475 ) Total operating expenses 9,993,901 6,733,875 16,530,420 Operating (loss) profit (5,925,439 ) 4,229,511 (1,994,408 ) Finance income (expenses), net 174,442 (162,141 ) 12,301 Other income, net 1,619,194 27,670 1,646,864 Impairment of non-marketable equity securities (690,585 ) - (690,585 ) Change in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events that are transaction accounting adjustments which are necessary to account for the Merger and the Acquisition, in accordance with U.S. GAAP. The unaudited pro forma adjustments are based upon available information and certain assumptions that our management believe are reasonable. The unaudited pro forma condensed combined financial statements and these notes include unaudited pro forma adjustments based on preliminary valuations of assets and liabilities of GCI. These adjustments are preliminary and will be revised as additional information becomes available and additional valuation work is performed. The final purchase price allocations will be based on the fair value of the assets acquired and the liabilities assumed as warrants 57,174,000 - 57,174,000 Income before income tax 52,351,612 4,095,040 56,148,172 Income tax expense - (269,630 ) 6 (c) 74,376 (195,254 ) Net income 52,351,612 3,825,410 55,952,918 Less: Net income attributable to non-controlling interests (21,995 ) (36 ) 6 (a)(c) (102,963 ) (124,994 ) Net income attributable to shareholders of CBAK Energy Technology, Inc. $ 52,329,617 $ 3,825,374 $ 55,827,924 Other comprehensive income (loss) Net loss 52,351,612 3,825,410 55,952,918 – Foreign currency translation adjustment 1,473,992 315,156 1,789,148 Comprehensive income 53,825,604 4,140,566 57,742,066 Less: Comprehensive (income) loss attributable to non-controlling interests (16,024 ) 684 (15,340 ) Comprehensive income attributable to CBAK Energy Technology, Inc. $ 53,809,580 $ 4,141,250 $ 57,726,726 Income per share – Basic $ 0.60 $ 0.64 – Diluted $ 0.60 $ 0.64 Weighted average number of shares of common stock: – Basic 87,043,490 87,043,490 – Diluted 87,349,010 87,349,010 The accompanying notes are an integral part of the closing of the Merger. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed in determining the final purchase price allocations, BioLife will apply U.S. GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market at the measurement date. The fair value measurements will utilize estimates based on key assumptions in connection with the Merger, including historical and current market data. The final purchase price allocation will be determined after the completion of the Merger, and the final allocations may differ materially from those presented in the unaudited pro forma financial statements and these notes. Included in the historical statement of operations of Global Cooling for the year ended December 31, 2020 are the following nonrecurring items for which no adjustment has been made: · Litigation settlement expense was recognized related to a mediation agreement between Global Cooling and a former supplier in the amount of $4.0 million. · Gain on debt extinguishments were recognized related to the Paycheck Protection Program and JobsOhio Workforce Retention Loan programs in the amount of approximately $2.1 millionPro Forma Financial Statements.

Basis of Presentation. The unaudited pro forma condensed combined financial statements and these notes present the unaudited pro forma condensed combined financial position and results of operations of BioLife (after giving effect to the Merger with GCI, the Acquisition of SCI, and adjustments described in these notes, subject to the assumptions and limitations described herein), and are intended to illustrate the impact of the Merger on BioLife. The Merger will be and the Acquisition was accounted for as a business combination using the acquisition method of accounting under the provisions of Accounting Standards Codification ("ASC") 805, "Business Combinations" ("ASC 805"). Under ASC 805, generally all assets acquired and liabilities assumed are recorded at their acquisition date fair value. For pro forma purposes, the fair value of GCI's identifiable tangible and intangible assets acquired and liabilities assumed are based on a preliminary estimate of fair value as of March 31, 2021. Transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The accompanying unaudited pro forma condensed combined financial information was and related notes were prepared in accordance with Article 11 of SEC Regulation S-X. The unaudited pro forma condensed combined financial statements do not reflect any cost savings, operating synergies or the impact of restructuring actions that the combined company may achieve as a result of the Merger or Acquisition, or the costs necessary to achieve such cost savings, operating synergies or restructuring actions. The unaudited pro forma condensed combined financial statements and these notes have been prepared using the acquisition method of accounting under ASC 805, based on the historical financial statements, including the related notes, of BioLife, GCI, and SCI. The unaudited pro forma condensed combined balance sheet as of March 31, 2021 reflects the Merger as if it had been completed on March 31, 2021 and combines the consolidated balance sheets of BioLife and GCI as of March 31, 2021. The unaudited pro forma statements of operations reflect the Merger and Acquisition as if they occurred on January 1, 2020. The unaudited pro forma statement of operations for the year ended December 31, 2020 2023, the six months ended December 31, 2022, and the year ended June 30, 2022 combines the historical consolidated statement of operations of BioLife for Perspective and the year ended December 31, 2020, the statement historical statements of operations of GCI for Viewpoint, giving effect to the year ended December 31, 2020, and the unaudited statement of operations of SCI for the nine months ended September 30, 2020. The unaudited pro forma statement of operations for the three months ended March 31, 2021 combines the statement of operations of BioLife for the three months ended March 31, 2021 and the statement of operations of GCI for the three months ended March 31transaction as if it had been completed on July 1, 2021. The historical financial statements of BioLife, GCI, and SCI have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give balance sheet as of December 31, 2022 combines the historical consolidated balance sheet of Perspective and the historical combined balance sheet of Viewpoint, giving effect to pro forma events that are the transaction accounting adjustments which are necessary as if it had been completed on December 31, 2022. Perspective previously had a fiscal year end of June 30 and Viewpoint has a fiscal year end of December 31. On February 6, 2023, Perspective announced the Board had approved a change in the fiscal year end from June 30 to account for the Merger and the AcquisitionDecember 31. Perspective filed a Form 10-KT reflecting this change on May 1, in accordance with U.S. GAAP. The unaudited pro forma adjustments are based upon available information and certain assumptions that our management believe are reasonable2023. The unaudited pro forma condensed combined financial statements and these notes do not include unaudited pro forma adjustments based on preliminary valuations of assets and liabilities of GCI. These adjustments are preliminary and will be revised as any additional information becomes available and additional valuation work is performed. The final purchase price allocations will be based on charges related to restructuring or other integration activities resulting from the fair value of transaction, the assets acquired and the liabilities assumed as of the closing of the Merger. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed in determining the final purchase price allocationstiming, BioLife will apply U.S. GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market at the measurement date. The fair value measurements will utilize estimates based on key assumptions in connection with the Merger, including historical and current market data. The final purchase price allocation will be determined after the completion of the Mergernature, and the final allocations may differ materially from those presented amount of which management cannot currently identify, and thus, such charges are not reflected in the unaudited pro forma condensed combined financial statements statements. The unaudited pro forma condensed combined financial information and these notesexplanatory notes have been prepared to illustrate the effects of the transaction involving Perspective and Viewpoint under the acquisition method of accounting with Perspective as the acquirer. Included in The unaudited pro forma condensed combined financial information is presented for informational purposes only and does not necessarily indicate the historical statement financial results of the combined company had the companies been combined at the beginning of the period presented, nor does it necessarily indicate the results of operations in future periods or the future financial position of Global Cooling for the year ended December 31combined company. Under the acquisition method of accounting, 2020 are the following nonrecurring items for which no adjustment has been made: · Litigation settlement expense assets and liabilities of Viewpoint, as of the acquisition date, were recorded by Perspective at their respective fair values and the excess of the purchase consideration over the fair value of Viewpoint’s net assets was recognized related allocated to a mediation agreement between Global Cooling and a former supplier in the amount of $4.0 million. · Gain on debt extinguishments were recognized related to the Paycheck Protection Program and JobsOhio Workforce Retention Loan programs in the amount of approximately $2.1 milliongoodwill.

Basis of Presentation. The unaudited pro forma condensed combined financial statements and these notes present the unaudited pro forma condensed combined financial position and results of operations of BioLife (after giving effect to the Merger with GCI, the Acquisition of SCI, and adjustments described in these notes, subject to the assumptions and limitations described herein), and are intended to illustrate the impact of the Merger on BioLife. The Merger will be and the Acquisition was accounted for as a business combination at consolidation using the acquisition method of accounting under the provisions of Accounting Standards Codification IFRS 3, Business Combinations ("ASC"“IFRS 3”) 805with YIT determined as the acquirer of Lemminkäinen. The acquisition method of accounting applies the fair value concepts defined in IFRS 13, "Business Combinations" Fair Value Measurement ("ASC 805"“IFRS 13”). Under ASC 805, generally all and requires, among other things, that the identifiable assets acquired and liabilities assumed are recorded at their acquisition date fair value. For pro forma purposes, the fair value of GCI's identifiable tangible and intangible assets acquired and liabilities assumed are based on in a preliminary estimate of fair value as of March 31, 2021. Transaction costs and restructuring costs associated with the business combination are expensed recognised at their fair values as incurred. The of the acquisition date, with any excess of the acquisition purchase consideration over the fair value of identifiable net assets acquired and liabilities assumed, if any, is allocated to recognised as goodwill. The accompanying unaudited pro forma condensed combined purchase price calculation presented herein has been made solely for the purpose of preparing this Unaudited Pro Forma Financial Information. The Unaudited Pro Forma Financial Information has been prepared in accordance with the Annex II to the Commission Regulation (EU) No 809/2004, as amended and on a basis consistent with the accounting principles applied by YIT in its consolidated financial information was prepared statements. The Unaudited Pro Forma Financial Information has not been compiled in accordance with Article 11 of SEC Regulation S-X. X under the Securities Act or the guidelines established by the American Institute of Certified Public Accountants. The unaudited pro forma condensed combined Unaudited Pro Forma Financial Information is derived from (a) the audited consolidated financial statements do not reflect any cost savings, operating synergies or the impact of restructuring actions that the combined company may achieve as a result of the Merger or Acquisition, or the costs necessary to achieve such cost savings, operating synergies or restructuring actions. The unaudited pro forma condensed combined financial statements and these notes have been prepared using the acquisition method of accounting under ASC 805, based on the historical financial statements, including the related notes, of BioLife, GCI, and SCI. The unaudited pro forma condensed combined balance sheet as of March 31, 2021 reflects the Merger as if it had been completed on March 31, 2021 and combines the consolidated balance sheets of BioLife and GCI as of March 31, 2021. The unaudited pro forma statements of operations reflect the Merger and Acquisition as if they occurred on January 1, 2020. The unaudited pro forma statement of operations YIT for the year ended December 31, 2020 combines 2016 (b) the statement unaudited half-year financial report of operations YIT as at and for the six months ended June 30, 2017 (c) the audited consolidated financial statements of BioLife Lemminkäinen for the year ended December 31, 20202016 and (d) the unaudited half-year financial report of Lemminkäinen as at and for the six months ended June 30, 2017. In the following tables this information is labelled as “historical”. The unaudited pro forma combined statement of operations financial position as at June 30, 2017 gives effect to the Merger as if it had occurred on that date. The unaudited pro forma combined statements of GCI income for the six months ended June 30, 2017 and for the year ended December 31, 20202016 give effect to the Merger as if it had occurred on January 1, and the unaudited statement of operations of SCI for the nine months ended September 30, 20202016. The unaudited pro forma statement of operations for the three months ended March 31, 2021 combines the statement of operations of BioLife for the three months ended March 31, 2021 and the statement of operations of GCI for the three months ended March 31, 2021. The Unaudited Pro Forma Financial Information reflects adjustments to historical financial statements of BioLife, GCI, and SCI have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give pro forma effect to pro forma events that are transaction accounting adjustments which are necessary directly attributable to account for the Merger and the Acquisition, in accordance with U.S. GAAPwhich are factually supportable. The unaudited Unaudited Pro Forma Financial Information and explanatory notes present how YIT’s statements of income and statement of financial position may have appeared had the businesses actually been combined and had YIT’s capital structure reflected the Merger as of the dates noted above. YIT has performed a preliminary alignment of Lemminkäinen’s accounting policies to ensure comparability in the Unaudited Pro Forma Financial Information. Based on the information available at this time, YIT is not aware of any accounting policy differences that could have a material impact on the Unaudited Pro Forma Financial Information. However, certain reclassifications have been made to amounts reflected in Lemminkäinen’s historical financial information to align with YIT’s presentation as described further in Note 1 to the Unaudited Pro Forma Financial Information. Upon the completion of the Merger, YIT will conduct a detailed review of Lemminkäinen’s accounting policies and estimates applied. As a result of that review, YIT may identify additional accounting policy differences between the two companies that, when conformed, could have further impact on the Combined Company’s financial information. Also, the accounting policies to be applied by the Combined Company in the future may differ from the accounting policies applied in the Unaudited Pro Forma Financial Information. The Unaudited Pro Forma Financial Information reflects the application of pro forma adjustments that are preliminary and which are based upon available information and certain assumptions, described in the accompanying notes to the Unaudited Pro Forma Financial Information below and, that management believes are reasonable under the circumstances. Actual results of the Merger may materially differ from the assumptions that our management believe are reasonableused in the Unaudited Pro Forma Financial Information. The Unaudited Pro Forma Financial Information has been prepared by management for illustrative purposes only and, because of its nature, it addresses a hypothetical situation, and therefore does not represent the actual financial position or results of the YIT’s operations that would have been realised had the Merger occurred as of the dates indicated, nor is it meant to be indicative of any anticipated financial position or future results of operations that YIT may experience going forward. In addition, the accompanying unaudited pro forma condensed combined financial statements and these notes include unaudited pro forma adjustments based on preliminary valuations statement of assets and liabilities of GCI. These adjustments income do not reflect any expected cost savings, synergy benefits or future integration costs that are preliminary and will expected to be revised generated or may be incurred as additional information becomes available and additional valuation work is performed. The final purchase price allocations will be based on the fair value of the assets acquired and the liabilities assumed as of the closing a result of the Merger. For All amounts presented are in millions of euros unless otherwise noted. The Unaudited Pro Forma Financial Information set forth herein has been rounded. Accordingly, in certain instances, the purpose of measuring the estimated fair value sum of the numbers in a column or row may not conform exactly to the total amount given for that column or row. 107 Unaudited Pro Forma Combined Statement of Financial Position as at June 30, 2017 (EUR in millions) YIT historical Lemminkäinen historical Merger (Note 2) Combined Company pro forma Assets Non-current assets acquired Property, plant and equipment 55.0 139.1 18.8 212.9 Goodwill 8.1 53.2 327.9 389.2 Other intangible assets 12.3 8.5 51.1 71.9 Investments in associated companies and joint ventures 81.9 4.1 - 86.0 Available-for-sale financial assets 0.4 1.9 - 2.3 Interests-bearing receivables 39.9 - - 39.9 Other receivables 2.6 0.9 1.1 4.5 Deferred tax assets 52.8 33.5 -24.3 62.0 Total non-current assets 253.1 241.2 374.5 868.7 Current assets Inventories 1,701.9 392.1 29.3 2,123.2 Trade and other receivables 219.0 327.5 -1.9 544.5 Income tax receivables 5.3 1.1 - 6.4 Cash and cash equivalents 35.3 56.2 -14.5 77.1 Total current assets 1,961.5 776.9 12.9 2,751.3 Total assets 2,214.5 1,018.0 387.5 3,620.0 Equity and liabilities assumed in determining Total equity attributable to the final purchase price allocations, BioLife will apply U.S. GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market at the measurement date. The fair value measurements will utilize estimates based on key assumptions in connection with the Merger, including historical and current market data. The final purchase price allocation will be determined after the completion equity holders of the Mergerparent company 533.4 294.3 294.9 1,122.6 Non-controlling interest - 0.0 - 0.0 Total equity 533.4 294.3 294.9 1,122.6 Non-current liabilities Deferred tax liabilities 14.4 9.8 10.8 35.0 Pension obligations 2.1 - - 2.1 Provisions 46.6 19.9 33.3 99.9 Borrowings 268.5 119.2 7.5 395.2 Other liabilities 53.2 0.1 - 53.3 Total non-current liabilities 384.8 149.0 51.6 585.4 Current liabilities Advances received 476.5 170.0 - 646.4 Trade and other payables 402.8 297.7 3.3 703.8 Income tax liabilities 6.1 1.3 - 7.4 Provisions 31.0 11.9 - 42.9 Borrowings 380.0 93.8 37.7 511.5 Total current liabilities 1,296.4 574.7 41.0 1,912.0 Total liabilities 1,681.2 723.7 92.6 2,497.4 Total equity and liabilities 2,214.5 1,018.0 387.5 3,620.0 Refer to accompanying notes to Unaudited Pro Forma Financial Information 108 Unaudited Pro Forma Combined Statement of Income for the six months ended June 30, and the final allocations may differ materially from those presented 2017 (EUR in the unaudited millions, unless otherwise indicated) YIT historical Lemminkäinen reclassified (Note 1) Merger (Note 2) Note Combined Company pro forma financial statements Revenue 961.2 720.5 -2.3 2a 1,679.4 Other operating income 5.0 4.7 - 9.7 Change in inventories of finished goods and these notes. Included work in progress -0.1 17.2 - 17.2 Production for own use 0.4 0.2 - 0.6 Materials and supplies -158.1 -194.1 -5.0 2a -357.2 External services -488.2 -332.8 - -821.0 Personnel expenses -140.1 -139.3 0.3 2a -279.1 Other operating expenses -147.1 -80.4 2.9 2b -224.7 Share of results in associated companies and joint ventures -0.2 -0.7 - -0.9 Depreciation, amortisation and impairment -6.9 -12.8 -6.0 2a -25.8 Operating profit 25.8 -17.4 -10.2 -1.8 Financial income and expenses, total -6.7 -7.9 2.1 2c -12.5 Result before taxes 19.2 -25.4 -8.1 -14.3 Income taxes -4.4 4.4 1.7 1.7 Result for the historical statement period 14.8 -21.0 -6.5 -12.6 Attributable to Equity holders of operations the parent company 14.8 -21.0 -6.5 -12.6 Non-controlling interest - 0.0 - 0.0 Earnings per share for profit attributable to the equity holders of Global Cooling the parent company Basic, EUR 0.12 -0.06 Diluted, EUR 0.12 -0.06 Weighted average number of shares outstanding Basic, thousand shares 125,643 209,519 Diluted, thousand shares 127,549 211,903 Refer to accompanying notes to Unaudited Pro Forma Financial Information 109 Unaudited Pro Forma Combined Statement of Income for the year ended December 31, 2020 are 2016 (EUR in millions, unless otherwise indicated) YIT historical (audited) Lemminkäinen reclassified (Note 1) Merger (Note 2) Note Combined Company pro forma Revenue 1,678.3 1,719.7 -11.0 2a 3,387.0 Other operating income 12.8 43.6 - 56.5 Change in inventories of finished goods and work in progress 13.0 -31.2 - -18.3 Production for own use 0.3 0.1 - 0.4 Materials and supplies -245.2 -426.2 -3.6 2a -675.0 External services -892.4 -732.8 - -1,625.1 Personnel expenses -250.3 -303.1 -0.0 2a -553.4 Other operating expenses -281.7 -170.9 -12.0 2b -464.6 Share of results in associated companies and joint ventures -0.6 1.5 - 0.8 Depreciation, amortisation and impairment -16.5 -34.5 -12.1 2a -63.1 Operating profit 17.7 66.3 -38.7 45.3 Financial income and expenses, total -20.1 -17.0 2.9 2c -34.3 Result before taxes -2.5 49.2 -35.9 11.0 Income taxes -4.7 -11.2 7.3 -8.6 Result for the following nonrecurring items period -7.1 38.0 -28.6 2.4 Attributable to Equity holders of the parent company -7.1 38.0 -28.6 2.4 Non-controlling interest - 0.0 - 0.0 Earnings per share for which no adjustment has been made: · Litigation settlement expense was recognized related to a mediation agreement between Global Cooling and a former supplier in the amount of $4.0 million. · Gain on debt extinguishments were recognized related profit attributable to the Paycheck Protection Program and JobsOhio Workforce Retention Loan programs equity holders of the parent company Basic, EUR -0.06 0.01 Diluted, EUR -0.06 0.01 Weighted average number of shares outstanding Basic, thousand shares 125,577 209,453 Diluted, thousand shares 127,366 211,720 Refer to accompanying notes to Unaudited Pro Forma Financial Information 110 Notes to Unaudited Pro Forma Financial Information Tabular amounts in the amount millions of approximately $2.1 millioneuros, unless noted otherwise.

Basis of Presentation. The unaudited pro forma condensed combined financial statements information and these notes present have been prepared to give effect to the formation of the joint venture executed on July 1, 2008 between MCBC and SABMiller as if the assets and liabilities of Xxxxxx and CBC had been contributed as of March 30, 2008 (with respect to the unaudited pro forma condensed combined financial position balance sheet information) and results of operations of BioLife beginning on January 1, 2007 (after giving effect with respect to the Merger with GCI, the Acquisition of SCI, and adjustments described in these notes, subject to the assumptions and limitations described herein), and are intended to illustrate the impact of the Merger on BioLife. The Merger will be and the Acquisition was accounted for as a business combination using the acquisition method of accounting under the provisions of Accounting Standards Codification ("ASC") 805, "Business Combinations" ("ASC 805"). Under ASC 805, generally all assets acquired and liabilities assumed are recorded at their acquisition date fair value. For pro forma purposes, the fair value of GCI's identifiable tangible and intangible assets acquired and liabilities assumed are based on a preliminary estimate of fair value as of March 31, 2021. Transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The accompanying unaudited pro forma condensed combined statements of operations information for the year ended December 30, 2007 and thirteen weeks ended March 30, 2008). The unaudited pro forma combined financial information was prepared in accordance with Article 11 has been derived from, and should be read together with, the historical consolidated financial statements of SEC Regulation S-X. The MCBC and the financial statements of Xxxxxx. These unaudited pro forma condensed combined financial statements do not reflect any cost savings, operating synergies or have been prepared based upon historical financial information of Xxxxxx and MCBC giving effect to the impact of restructuring actions that the combined company may achieve as a result of the Merger or Acquisition, or the costs necessary to achieve such cost savings, operating synergies or restructuring actionsjoint venture transaction and other related adjustments described in these footnotes. The These unaudited pro forma condensed combined financial statements and these notes are not necessarily indicative of the results of operations that would have been prepared using achieved had the acquisition method joint venture transaction actually taken place at the dates indicated and do not purport to be indicative of accounting under ASC 805future financial position or operating results. The unaudited pro forma combined financial information has been derived from and should be read together with the historical consolidated financial statements of MCBC, based on which previously have been filed with the SEC, and the historical financial statementsstatements of Xxxxxx, including which are included herein. The joint venture will be accounted for using the equity method of accounting, in accordance with U.S. GAAP. Information under the heading "Pro Forma Adjustments" gives effect to the adjustments related notesto the formation of MillerCoors. Xxxxxx'x most recent fiscal year ended on March 31, of BioLife2008 and MCBC's most recent fiscal year ended on December 30, GCI2007. As such these fiscal year ends do not differ by more than 93 days, and SCISEC rules allow a combined presentation of these reporting periods for the purposes of pro forma financial information. The unaudited pro forma condensed combined balance sheet was prepared by combining the historical consolidated balance sheet information as of March 30, 2008 for CBC with Xxxxxx'x historical consolidated balance sheet information as of March 31, 2021 reflects 2008, assuming the Merger as if it joint venture transaction had been completed occurred on March 3130, 2021 and combines the consolidated balance sheets of BioLife and GCI as of March 31, 20212008. The unaudited pro forma statements of operations reflect condensed combined income statement for the Merger and Acquisition as if they occurred on January 1year ended December 30, 2020. The unaudited pro forma statement 2007, was prepared by combining the CBC results of operations for the year ended December 31, 2020 combines the statement of operations of BioLife for the year ended December 31, 2020, the statement of operations of GCI for the year ended December 31, 2020, and the unaudited statement of operations of SCI for the nine months ended September 30, 2020. The unaudited pro forma statement of operations for the three months 2007, with Xxxxxx'x corresponding year ended March 31, 2021 combines 2008, assuming the joint venture transaction had occurred on January 1, 2007, the first day of MCBC's fiscal year ended December 30, 2007. The pro forma condensed combined income statement for the thirteen weeks ended March 30, 2008, was prepared by combining the CBC results of operations of BioLife income statements for the three months thirteen weeks ended March 30, 2008, with Xxxxxx'x corresponding financial information for their fourth quarter ended March 31, 2021 and 2008, also assuming the statement of operations of GCI for the three months ended March 31joint venture transaction had occurred on January 1, 2021. The historical financial statements of BioLife, GCI, and SCI have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events that are transaction accounting adjustments which are necessary to account for the Merger and the Acquisition, in accordance with U.S. GAAP. The unaudited pro forma adjustments are based upon available information and certain assumptions that our management believe are reasonable2007. The unaudited pro forma condensed combined financial income statements do not reflect significant operational and these notes include unaudited pro forma adjustments based on preliminary valuations administrative cost savings ("synergies") that management of assets and liabilities of GCI. These adjustments are preliminary and will MillerCoors estimates may be revised achieved as additional information becomes available and additional valuation work is performed. The final purchase price allocations will be based on the fair value a result of the assets acquired and the liabilities assumed joint venture, or non-recurring one-time costs that may be incurred as a direct result of the closing of the Mergertransaction. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed in determining the final purchase price allocations, BioLife will apply U.S. GAAP for fair value measurements. Fair value is defined as the price that would be received Notes to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market at the measurement date. The fair value measurements will utilize estimates based on key assumptions in connection with the Merger, including historical and current market data. The final purchase price allocation will be determined after the completion of the Merger, and the final allocations may differ materially from those presented in the unaudited pro forma financial statements and these notes. Included in the historical statement of operations of Global Cooling for the year ended December 31, 2020 are the following nonrecurring items for which no adjustment has been made: · Litigation settlement expense was recognized related to a mediation agreement between Global Cooling and a former supplier in the amount of $4.0 million. · Gain on debt extinguishments were recognized related to the Paycheck Protection Program and JobsOhio Workforce Retention Loan programs in the amount of approximately $2.1 million.Unaudited Pro Forma Condensed Combined Financial Statements (Continued)

Basis of Presentation. The unaudited pro forma condensed combined financial statements and these notes present the unaudited pro forma condensed combined financial position and results of operations of BioLife (after giving effect to the Merger with GCI, the Acquisition of SCI, and adjustments described in these notes, subject to the assumptions and limitations described herein), and are intended to illustrate the impact of the Merger on BioLife. The Merger will be and the Acquisition was accounted for as a business combination using the acquisition method of accounting under the provisions of Accounting Standards Codification ("ASC") 805, "Business Combinations" ("ASC 805"). Under ASC 805, generally all assets acquired and liabilities assumed are recorded at their acquisition date fair value. For pro forma purposes, the fair value of GCI's identifiable tangible and intangible assets acquired and liabilities assumed are based on a preliminary estimate of fair value as of March 31, 2021. Transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The accompanying unaudited pro forma condensed combined financial information statement of operations was prepared based on the historical financial statements of Hallador and the historical carve-out financial statements of the Merom Station. The Merom Station Acquisition was accounted for as an asset acquisition in accordance with Article 11 of SEC Regulation S-X. The ASC 805. Presented in the unaudited pro forma condensed combined financial statements do not reflect any cost savings, operating synergies or statement of operations is the impact of restructuring actions that the Merom Station Acquisition. Certain acquisition adjustments have been made in order to show the effects of the Merom Station Acquisition in the unaudited pro forma condensed combined company may achieve statement of operations. Financial results for the period October 1, 2022 through the Merom Station Acquisition date of October 21, 2022, have been excluded as such amounts were not deemed material to the unaudited pro forma condensed combined statement of operations taken as a result of the Merger or Acquisition, or the costs necessary to achieve such cost savings, operating synergies or restructuring actionswhole. The unaudited pro forma condensed combined financial statements statement of operations and these related notes are presented for illustrative purposes only. If the Merom Station Acquisition and other transactions contemplated herein had occurred in the past, the Company’s operating results might have been prepared using materially different from those presented in the acquisition method unaudited pro forma condensed combined statement of accounting under ASC 805, based on the historical financial statements, including the related notes, of BioLife, GCI, and SCIoperations. The unaudited pro forma condensed combined balance sheet statement of operations should not be relied upon as an indication of March 31operating results that the Company would have achieved if the Merom Station Acquisition and other transactions contemplated herein had taken place on the specified date. In addition, 2021 reflects future results may vary significantly from the Merger results reflected in the unaudited pro forma condensed combined statement of operations and should not be relied upon as if it had been completed on March 31, 2021 and combines an indication of the consolidated balance sheets of BioLife and GCI as of March 31, 2021future results the Company. The unaudited pro forma statements condensed combined statement of operations does not reflect the Merger and benefits of potential cost savings or the costs that may be necessary to achieve such savings, opportunities to increase revenue generation or other factors that may result from the Merom Station Acquisition and, accordingly, does not attempt to predict or suggest future results. In addition, Xxxxxxxx did not include a transaction accounting adjustment for ASC 842, Leases, for the Merom Station as if they occurred on January 1the adoption of this standard is not expected to be material. In Hallador’s opinion, 2020all adjustments that are necessary to present fairly the unaudited pro forma condensed combined statement of operations have been made. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 combines 2022 was prepared assuming the statement of operations of BioLife for the year ended December 31Merom Station Acquisition occurred on January 1, 2020, the statement of operations of GCI for the year ended December 31, 2020, and the unaudited statement of operations of SCI for the nine months ended September 30, 2020. The unaudited pro forma statement of operations for the three months ended March 31, 2021 combines the statement of operations of BioLife for the three months ended March 31, 2021 and the statement of operations of GCI for the three months ended March 31, 2021. The historical financial statements of BioLife, GCI, and SCI have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events that are transaction accounting adjustments which are necessary to account for the Merger and the Acquisition, in accordance with U.S. GAAP. The unaudited pro forma adjustments are based upon available information and certain assumptions that our management believe are reasonable. The unaudited pro forma condensed combined financial statements and these notes include unaudited pro forma adjustments based on preliminary valuations of assets and liabilities of GCI. These adjustments are preliminary and will be revised as additional information becomes available and additional valuation work is performed. The final purchase price allocations will be based on the fair value of the assets acquired and the liabilities assumed as of the closing of the Merger. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed in determining the final purchase price allocations, BioLife will apply U.S. GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market at the measurement date. The fair value measurements will utilize estimates based on key assumptions in connection with the Merger, including historical and current market data. The final purchase price allocation will be determined after the completion of the Merger, and the final allocations may differ materially from those presented in the unaudited pro forma financial statements and these notes. Included in the historical statement of operations of Global Cooling for the year ended December 31, 2020 are the following nonrecurring items for which no adjustment has been made: · Litigation settlement expense was recognized related to a mediation agreement between Global Cooling and a former supplier in the amount of $4.0 million. · Gain on debt extinguishments were recognized related to the Paycheck Protection Program and JobsOhio Workforce Retention Loan programs in the amount of approximately $2.1 million2022.

Basis of Presentation. The unaudited pro forma condensed combined balance sheet as of December 31, 2014 and the unaudited pro forma condensed combined statements of operations for the three months ended December 31, 2014 and for the twelve months ended and the year ended September 30, 2014 are based on the historical financial statements of Good Times Restaurants Inc. and Bad Daddy’s International, LLC, after giving effect to our acquisition of Bad Daddy’s International, LLC and after applying the assumptions, reclassifications and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial statements should be read in conjunction with the historical consolidated financial statements of Good Times Restaurants Inc. included in its Annual Report on Form 10-K and these notes present Quarterly Reports on Form 10-Q, and the audited financial statements of Bad Daddy’s International, LLC, included herein. The unaudited pro forma condensed combined financial position and statements have been presented for informational purposes only. The unaudited pro forma condensed combined financial statements are not intended to represent or be indicative of what the combined company’s results of operations or financial position that would have reported had the acquisition been completed as of BioLife (after giving effect to the Merger with GCI, the Acquisition of SCIdates presented, and adjustments described in these notes, subject to the assumptions and limitations described herein), and are intended to illustrate the impact should not be taken as a representation of the Merger on BioLifecombined company’s future consolidated results of operations or financial position. The Merger will be and the Acquisition was accounted for as a business combination unaudited pro forma condensed combined financial statements were prepared using the acquisition method of accounting under the provisions of Accounting Standards Codification ("ASC") 805accounting. As such, "Business Combinations" ("ASC 805"). Under ASC 805, generally all identifiable assets acquired and liabilities assumed are recorded recognized at their acquisition date fair value. For pro forma purposes, the fair value of GCI's identifiable tangible and intangible assets acquired and liabilities assumed are based on a preliminary estimate of fair value as of March 31, 2021the acquisition date. Transaction costs and restructuring costs associated with the business combination are expensed Goodwill as incurred. The excess of the acquisition date is measured as the excess of consideration over transferred and the fair value net amounts of the identifiable assets acquired and the liabilities assumed, if any, is allocated to goodwill. The accompanying unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of SEC Regulation S-X. The unaudited pro forma condensed combined financial statements do not reflect any adjustments for restructuring activities or expected operating efficiencies or cost savings, operating synergies or the impact of restructuring actions savings that may be achieved with respect to the combined company may achieve as a result of the Merger or Acquisition, companies or the costs necessary to achieve such restructuring activities, cost savings, savings and operating synergies or restructuring actions. The unaudited pro forma condensed combined financial statements and these notes have been prepared using the acquisition method of accounting under ASC 805, based on the historical financial statements, including the related notes, of BioLife, GCI, and SCI. The unaudited pro forma condensed combined balance sheet as of March 31, 2021 reflects the Merger as if it had been completed on March 31, 2021 and combines the consolidated balance sheets of BioLife and GCI as of March 31, 2021. The unaudited pro forma statements of operations reflect the Merger and Acquisition as if they occurred on January 1, 2020. The unaudited pro forma statement of operations for the year ended December 31, 2020 combines the statement of operations of BioLife for the year ended December 31, 2020, the statement of operations of GCI for the year ended December 31, 2020, and the unaudited statement of operations of SCI for the nine months ended September 30, 2020. The unaudited pro forma statement of operations for the three months ended March 31, 2021 combines the statement of operations of BioLife for the three months ended March 31, 2021 and the statement of operations of GCI for the three months ended March 31, 2021. The historical financial statements of BioLife, GCI, and SCI have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events that are transaction accounting adjustments which are necessary to account for the Merger and the Acquisition, in accordance with U.S. GAAP. The unaudited pro forma adjustments are based upon available information and certain assumptions that our management believe are reasonable. The unaudited pro forma condensed combined financial statements and these notes include unaudited pro forma adjustments based on preliminary valuations of assets and liabilities of GCI. These adjustments are preliminary and will be revised as additional information becomes available and additional valuation work is performed. The final purchase price allocations will be based on the fair value of the assets acquired and the liabilities assumed as of the closing of the Merger. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed in determining the final purchase price allocations, BioLife will apply U.S. GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market at the measurement date. The fair value measurements will utilize estimates based on key assumptions in connection with the Merger, including historical and current market data. The final purchase price allocation will be determined after the completion of the Merger, and the final allocations may differ materially from those presented in the unaudited pro forma financial statements and these notes. Included in the historical statement of operations of Global Cooling for the year ended December 31, 2020 are the following nonrecurring items for which no adjustment has been made: · Litigation settlement expense was recognized related to a mediation agreement between Global Cooling and a former supplier in the amount of $4.0 million. · Gain on debt extinguishments were recognized related to the Paycheck Protection Program and JobsOhio Workforce Retention Loan programs in the amount of approximately $2.1 millionsynergies.

Basis of Presentation. The unaudited pro forma condensed combined financial statements and these notes present the unaudited pro forma condensed combined financial position and results of operations of BioLife (after giving effect to the Merger with GCI, the M&M Acquisition of SCI, and adjustments described in these notes, subject to the assumptions and limitations described herein), and are intended to illustrate the impact of the Merger on BioLife. The Merger will be and the Acquisition was is being accounted for as a business combination using the acquisition method of accounting under US GAAP, in accordance with the provisions of Accounting Standards Codification ("ASC") 805, "Business Combinations" ("ASC 805"). Under ASC 805, generally all which requires assets acquired and liabilities assumed are to be recorded at their acquisition date fair value. For pro forma purposesASC 820, Fair Value Measurements, defines the term “fair value of GCI's identifiable tangible and intangible assets acquired and liabilities assumed are based on a preliminary estimate of fair value value” as of March 31, 2021. Transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The accompanying unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of SEC Regulation S-X. The unaudited pro forma condensed combined financial statements do not reflect any cost savings, operating synergies or the impact of restructuring actions that the combined company may achieve as a result of the Merger or Acquisition, or the costs necessary to achieve such cost savings, operating synergies or restructuring actions. The unaudited pro forma condensed combined financial statements and these notes have been prepared using the acquisition method of accounting under ASC 805, based on the historical financial statements, including the related notes, of BioLife, GCI, and SCI. The unaudited pro forma condensed combined balance sheet as of March 31, 2021 reflects the Merger as if it had been completed on March 31, 2021 and combines the consolidated balance sheets of BioLife and GCI as of March 31, 2021. The unaudited pro forma statements of operations reflect the Merger and Acquisition as if they occurred on January 1, 2020. The unaudited pro forma statement of operations for the year ended December 31, 2020 combines the statement of operations of BioLife for the year ended December 31, 2020, the statement of operations of GCI for the year ended December 31, 2020, and the unaudited statement of operations of SCI for the nine months ended September 30, 2020. The unaudited pro forma statement of operations for the three months ended March 31, 2021 combines the statement of operations of BioLife for the three months ended March 31, 2021 and the statement of operations of GCI for the three months ended March 31, 2021. The historical financial statements of BioLife, GCI, and SCI have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events that are transaction accounting adjustments which are necessary to account for the Merger and the Acquisition, in accordance with U.S. GAAP. The unaudited pro forma adjustments are based upon available information and certain assumptions that our management believe are reasonable. The unaudited pro forma condensed combined financial statements and these notes include unaudited pro forma adjustments based on preliminary valuations of assets and liabilities of GCI. These adjustments are preliminary and will be revised as additional information becomes available and additional valuation work is performed. The final purchase price allocations will be based on the fair value of the assets acquired and the liabilities assumed as of the closing of the Merger. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed in determining the final purchase price allocations, BioLife will apply U.S. GAAP for fair value measurements. Fair value is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market at the measurement date.” Fair value measurements can be highly subjective, and it is possible the application of reasonable judgement could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances. The As of the date of this Current Report, Celanese has not completed the detailed valuation studies necessary to determine the fair value measurements will utilize of M&M Business’ assets to be acquired and the liabilities to be assumed and the related allocations of purchase price. Therefore, the allocation of the purchase price as reflected in the preliminary unaudited pro forma condensed combined financial statements is based upon management's preliminary estimates based on key assumptions in connection with of the Merger, including historical fair value of the assets acquired and current market dataliabilities assumed. The final allocation of the purchase price allocation will be determined after the completion of the MergerM&M Acquisition and determination of the estimated fair value of M&M Business’ assets and liabilities, and associated tax adjustments. Any adjustments to the final allocations may differ materially from those presented in preliminary estimated fair value amounts could have a significant impact on the preliminary unaudited pro forma condensed combined financial statements contained herein and these notes. Included in the historical statement our future results of operations and financial position. There can be no assurance that such finalization will not result in material changes. Celanese’s and the M&M Business’ historical financial statements were prepared in accordance with US GAAP and presented in US dollars. As discussed in Note 3, certain reclassifications were made to align Celanese’s and the M&M Business’ financial statement presentation. Celanese has not identified all adjustments necessary to conform M&M Business’ accounting policies to Celanese’s accounting policies. Upon completion of Global Cooling the M&M Acquisition, or as more information becomes available, Celanese will perform a more detailed review of M&M Business’ accounting policies. As a result of that review, differences could be identified between the accounting policies of the two companies that, when conformed, could have a material impact on the combined company’s financial information. Further, there were no material intercompany transactions and balances between Celanese and M&M Business as of and for the three months ended March 31, 2022 and for the year ended December 31, 2020 are the following nonrecurring items for which no adjustment has been made: · Litigation settlement expense was recognized related to a mediation agreement between Global Cooling and a former supplier in the amount of $4.0 million2021. · Gain on debt extinguishments were recognized related All amounts presented within these notes to the Paycheck Protection Program and JobsOhio Workforce Retention Loan programs preliminary unaudited pro forma condensed combined financial statements are in the amount of approximately $2.1 millionmillions, except per share data.

Basis of Presentation. The unaudited accompanying pro forma condensed statements are based on our historical consolidated financial statements and the acquired businesses’ historical combined financial statements and these notes present the unaudited pro forma condensed combined financial position and results of operations of BioLife (after giving as adjusted to give effect to the Merger with GCI, the Acquisition of SCI, and adjustments described in these notes, subject to the assumptions and limitations described herein), and are intended to illustrate the impact acquisition of the Merger on BioLife. The Merger will be acquired businesses and the Acquisition was accounted for as a business combination using the acquisition method of accounting under the provisions of Accounting Standards Codification ("ASC") 805, "Business Combinations" ("ASC 805"). Under ASC 805, generally all assets acquired and liabilities assumed are recorded at their acquisition date fair value. For pro forma purposes, the fair value of GCI's identifiable tangible and intangible assets acquired and liabilities assumed are based on a preliminary estimate of fair value as of March 31, 2021. Transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The accompanying unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of SEC Regulation S-X. The unaudited pro forma condensed combined financial statements do not reflect any cost savings, operating synergies or the impact of restructuring actions that the combined company may achieve as a result of the Merger or Acquisition, or the costs necessary to achieve such cost savings, operating synergies or restructuring actions. The unaudited pro forma condensed combined financial statements and these notes have been prepared using the acquisition method of accounting under ASC 805, based on the historical financial statements, including the related notes, of BioLife, GCI, and SCIfinancing transaction. The unaudited pro forma condensed combined balance sheet as of March assumes this acquisition was consummated on August 31, 2021 reflects the Merger as if it had been completed on March 31, 2021 and combines the consolidated balance sheets of BioLife and GCI as of March 31, 2021. The unaudited pro forma statements of operations reflect the Merger and Acquisition as if they occurred on January 1, 2020. The unaudited pro forma statement of operations for the year ended December 31, 2020 combines the statement of operations of BioLife for the year ended December 31, 2020, the statement of operations of GCI for the year ended December 31, 2020, and the unaudited statement of operations of SCI for the nine months ended September 30, 2020. The unaudited pro forma statement of operations for the three months ended March 31, 2021 combines the statement of operations of BioLife for the three months ended March 31, 2021 and the statement of operations of GCI for the three months ended March 31, 2021. The historical financial statements of BioLife, GCI, and SCI have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events that are transaction accounting adjustments which are necessary to account for the Merger and the Acquisition, in accordance with U.S. GAAP. The unaudited pro forma adjustments are based upon available information and certain assumptions that our management believe are reasonable2018. The unaudited pro forma condensed combined statement of earnings assumes the acquisition was consummated on September 1, 2017. The Company has adjusted the historical consolidated financial statements in the pro forma financial statements to give effect to items that are (1) directly attributable to the pro forma transactions, (2) factually supportable, and these notes (3) with respect to the statements of earnings, expected to have a continuing impact on the combined results. The pro forma statements do not include all of the information and note disclosures required by accounting principles generally accepted in the United States (“GAAP”). The unaudited pro forma condensed combined statement of earnings does not reflect cost savings expected to be realized from the elimination of certain expenses and synergies expected to be created or the costs to achieve such cost savings or synergies. Such costs may be material and no assurance can be given that cost savings or synergies will be realized. In order to prepare the pro forma statements, CMC performed a preliminary review of the acquired businesses’ accounting policies to identify significant differences. CMC is currently conducting a detailed review of the acquired businesses’ accounting policies to determine if differences in accounting policies require further adjustment or reclassification of the acquired businesses’ results of operations, assets or liabilities to conform to CMC’s accounting policies and classifications. As a result of that review, CMC may identify additional differences between the accounting policies of the two companies that, when conformed, could have a material impact on the pro forma statements. Assumptions and estimates underlying the pro forma adjustments are described in the notes below, which should be read in conjunction with the pro forma statements. Since the pro forma statements have been prepared based on preliminary valuations estimates and assumptions, the final amounts may differ materially from the information presented. These estimates and assumptions are subject to change pending further review of the assets to be acquired and liabilities of GCI. These adjustments are preliminary to be assumed, and will be revised as additional information becomes available and additional valuation work is performedavailable. The final purchase price allocations will be based on Additionally, the fair value of the assets acquired and the liabilities assumed as of the closing of the Merger. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed in determining the final purchase price allocations, BioLife will apply U.S. GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market at the measurement date. The fair value measurements will utilize estimates based on key assumptions in connection with the Merger, including historical and current market data. The final purchase price allocation will be determined after the completion of the Merger, acquisition is completed and the final allocations amounts recorded may differ materially from those presented in the unaudited pro forma financial statements and these notes. Included in the historical statement of operations of Global Cooling for the year ended December 31, 2020 are the following nonrecurring items for which no adjustment has been made: · Litigation settlement expense was recognized related to a mediation agreement between Global Cooling and a former supplier in the amount of $4.0 million. · Gain on debt extinguishments were recognized related to the Paycheck Protection Program and JobsOhio Workforce Retention Loan programs in the amount of approximately $2.1 millioninformation presented.

Basis of Presentation. The unaudited pro forma condensed combined financial statements and these notes present the unaudited pro forma condensed combined financial position and results of operations of BioLife (after giving effect to the Merger with GCI, the Acquisition of SCI, and adjustments described in these notes, subject to the assumptions and limitations described herein), and are intended to illustrate the impact of the Merger on BioLife. The Merger will be and the Acquisition was accounted for as a business combination using the acquisition method of accounting under the provisions of Accounting Standards Codification ("ASC") 805, "Business Combinations" ("ASC 805"). Under ASC 805, generally all assets acquired and liabilities assumed are recorded at their acquisition date fair value. For pro forma purposes, the fair value of GCI's identifiable tangible and intangible assets acquired and liabilities assumed are based on a preliminary estimate of fair value as of March 31, 2021. Transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The accompanying unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of SEC Regulation S-X. The unaudited pro forma condensed combined financial statements do not reflect any cost savings, operating synergies or the impact of restructuring actions that the combined company may achieve as a result of the Merger or Acquisition, or the costs necessary to achieve such cost savings, operating synergies or restructuring actions. The unaudited pro forma condensed combined financial statements and these notes have been prepared using the acquisition method of accounting under ASC 805, based on the historical financial statements, including the related notes, of BioLife, GCI, and SCI. The unaudited pro forma condensed combined balance sheet combines the unaudited consolidated balance sheet of the Company as of March 31, 2021 reflects 2011 and the Merger unaudited condensed balance sheet of WHI as of February 28, 2011, and gives effect to the Acquisition as if it had been completed on March 31, 2021 2011, including any adjustments to the fair value of assets and combines liabilities acquired, in accordance with the consolidated balance sheets acquisition method of BioLife and GCI as of March 31, 2021accounting. The unaudited pro forma statements of operations reflect the Merger and Acquisition as if they occurred on January 1, 2020. The unaudited pro forma statement of operations for the year ended December 31, 2020 combines the statement of operations of BioLife for the year ended December 31, 2020, the statement of operations of GCI for the year ended December 31, 2020, and the unaudited statement of operations of SCI for the nine months ended September 30, 2020. The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2021 2011, combines the unaudited consolidated condensed statement of operations of BioLife the Company for the three month period then ended and the unaudited condensed statement of operations of WHI for the three months ended February 28, 2011, and gives effect to the Acquisition as if it had occurred on January 1, 2010. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2010, combines the audited consolidated statement of operations of the Company for the year then ended and the unaudited statement of operations of WHI for the twelve months ended February 28, 2011, and gives effect to the Acquisition as if it had occurred on January 1, 2010. The pro forma adjustments include the application of the acquisition method of accounting under Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 805, Business Combinations (ASC Topic 805). ASC Topic 805 requires, among other things, that identifiable assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date, which is presumed to be the Closing of the Acquisition. The transaction fees for the Acquisition are expensed as incurred and are estimated to be $11.7 million, of which Catalyst has incurred approximately $1.5 million in the three months ended March 31, 2021 and the statement of operations of GCI for the three months ended 2011. The transaction fees that will be incurred after March 31, 2021. The historical financial statements of BioLife, GCI, and SCI 2011 have not been adjusted in included as an adjustment to the accompanying unaudited pro forma condensed combined financial information statements of operations as they do not meet the criteria of having a continuing impact, but are reflected as a reduction to give effect to pro forma events that are transaction accounting adjustments which are necessary to account for cash and retained earnings on the Merger and the Acquisition, in accordance with U.S. GAAP. The unaudited pro forma adjustments are based upon available information and certain assumptions that our management believe are reasonable. The unaudited pro forma condensed combined financial statements balance sheet. Under Financial Accounting Standards Board ASC Topic 820, Fair Value Measurements and these notes include unaudited pro forma adjustments based on preliminary valuations of assets and liabilities of GCI. These adjustments are preliminary and will be revised as additional information becomes available and additional valuation work is performed. The final purchase price allocations will be based on the Disclosures (ASC Topic 820), fair value of the assets acquired and the liabilities assumed as of the closing of the Merger. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed in determining the final purchase price allocations, BioLife will apply U.S. GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market at the measurement date. The ASC Topic 820 specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measures. This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be unrelated buyers and sellers in the principal or the most advantageous market for the asset or liability. Fair value measurements will utilize estimates for an asset assume the highest and best use by these market participants. The pro forma adjustments described herein have been developed based on key assumptions in connection with the Mergermanagement’s judgment, including historical estimates relating to the consideration paid and current market datathe allocation thereof to the assets acquired and liabilities assumed of WHI based on preliminary estimates of fair value. The final As valuations of acquired assets and liabilities are in process, and information may become available within the measurement period which indicates a potential change to these valuations, the purchase price allocation will may be determined after subject to adjustment. Pursuant to the completion Purchase Agreement, Walgreens and the Company entered into a transition services agreement (“TSA”) as of the MergerClosing. Under the TSA, Walgreens will continue to provide certain services to WHI, including information technology support, call center support, finance support, real estate leasing and other supporting functions to assist us in facilitating the final allocations transactions contemplated by the Acquisition. No pro forma adjustment has been made for the TSA. No pro forma adjustments have been included with respect to the PBM Agreement. We do not believe appropriate assumptions could be made to estimate a reasonable pro forma adjustment for the PBM Agreement. The PBM Agreement reflects new pricing arrangements between Walgreens and WHI. As a result of the Acquisition, the terms of WHI’s existing supply chain contracts may differ materially also be different; contracting may be optimized by leveraging Catalyst’s existing pharmacy and rebate agreements; and Catalyst may benefit from those presented in additional economies of scale. Accordingly, no pro forma adjustments have been included with respect to the unaudited PBM Agreement. The pro forma financial statements are provided for illustrative purposes only and these notes. Included in the historical statement do not purport to represent what our actual consolidated results of operations or consolidated financial position would have been had the Acquisition occurred on the dates assumed, nor are they necessarily indicative of Global Cooling our future consolidated results of operations or consolidated financial position. The pro forma financial statements do not reflect (i) any cost savings from potential operating efficiencies, potential changes to pharmacy network and rebate contracting or any other potential synergies; (ii) any adjustment for the year ended December 31, 2020 are the following nonrecurring items for which no adjustment has been made: · Litigation settlement expense was recognized related to a mediation agreement between Global Cooling and a former supplier in the amount of $4.0 million. · Gain on debt extinguishments were recognized related new pricing arrangements pursuant to the Paycheck Protection Program and JobsOhio Workforce Retention Loan programs terms of the new PBM Agreement; or (iii) any incremental costs which may be incurred in the amount of approximately $2.1 millionconnection with integrating WHI.

Basis of Presentation. The unaudited pro forma condensed combined financial statements and these notes present the unaudited pro forma condensed combined financial position and results of operations of BioLife (after giving effect to the Merger with GCI, the Acquisition of SCI, and adjustments described in these notes, subject to the assumptions and limitations described herein), and are intended to illustrate the impact of the Merger on BioLife. The Merger will be and the Acquisition was accounted for as a business combination using the acquisition method of accounting under the provisions of Accounting Standards Codification ("ASC") 805, "Business Combinations" ("ASC 805"). Under ASC 805, generally all assets acquired and liabilities assumed are recorded at their acquisition date fair value. For pro forma purposes, the fair value of GCI's identifiable tangible and intangible assets acquired and liabilities assumed are based on a preliminary estimate of fair value as of March 31, 2021. Transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The accompanying unaudited pro forma condensed combined financial information was were prepared in accordance with Article 11 of SEC Regulation S-X. The 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”). XxxXxxx has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial statements do not reflect any cost savings, operating synergies or the impact of restructuring actions that the combined company may achieve as a result of the Merger or Acquisition, or the costs necessary to achieve such cost savings, operating synergies or restructuring actionsinformation. The Transaction Accounting Adjustments presented in the unaudited pro forma condensed combined financial statements and these notes information have been prepared using identified and presented to provide relevant information necessary for an understanding of the acquisition method combined company upon consummation of accounting under ASC 805, based on the historical financial statements, including merger and the related notes, of BioLife, GCI, and SCIPIPE Investment. The unaudited pro forma condensed combined balance sheet as of March December 31, 2021 reflects 2020 gives effect to the Merger as if it had been completed on March 31, 2021 merger and combines the consolidated balance sheets of BioLife and GCI as of March 31, 2021. The unaudited pro forma statements of operations reflect the Merger and Acquisition PIPE Investment as if they occurred on January 1December 31, 2020. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 combines gives effect to the statement merger and the PIPE Investment as if they occurred on January 1, 2020. Management has made significant estimates and assumptions in its determination of operations the pro forma Transaction Accounting Adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these estimates, the final amounts recorded may differ materially from the information presented. The pro forma Transaction Accounting Adjustments reflecting the consummation of BioLife the merger and the PIPE Investment are based on certain currently available information and certain assumptions and methodologies that FinServ believes are reasonable under the circumstances. The pro forma Transaction Accounting Adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma Transaction Accounting Adjustments, and it is possible the difference may be material. The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the merger. FinServ and Katapult have not had any historical relationship prior to the merger. Accordingly, no pro forma Transaction Accounting Adjustments were required to eliminate activities between the companies. Amounts are presented in thousands, except for share and per share amounts or as otherwise specified. The unaudited pro forma condensed combined financial information considers two redemption scenarios as follows: • Assuming no redemptions: This scenario assumes that no FinServ public stockholders exercise their redemption rights demanding redemption of their shares of Class A Common Stock for a pro rata portion of the funds in the Trust Account, and thus the full amount held in the Trust Account as of closing is available for the year ended December 31merger; and • Assuming maximum redemptions: This scenario assumes that FinServ public stockholders holding 17,537,289 shares of Class A Common Stock will exercise their redemption rights demanding redemption of their Class A Common Stock for a pro rata portion (approximately $10.05 per share) of the funds in the Trust Account. Under the merger agreement, 2020it is a condition to Katapult’s obligations to close that after giving effect to any redemptions and the PIPE Investment, FinServ has at least $225 million in available distributable cash. This scenario gives effect to redemptions of 17,537,289 share of Class A Common Stock for aggregate redemption payments of $176.2 million using a per-share redemption price of $10.05 (due to investment related gains in the Trust Account). Any payments to FinServ public stockholders for redemptions would have a corresponding decrease on the Cash Consideration paid to the sellers in connection with the merger such that the cash outflows under either redemption scenario are the same. Additionally, any redemptions of shares of Class A Common Stock would have a correlated, but not direct, increase in the Stock Consideration paid to the sellers in connection with the merger. The difference in the relationship between shares redeemed and Stock Consideration issued is a result of the per-share redemption price being $10.05 (due to investment-related gains in the Trust Account) compared to the $10.00 per share assumed in determining the Share Consideration per the merger agreement. Under either scenario, the statement unaudited pro forma condensed combined financial information would be the same, and as such, the two scenarios have not been presented separately. The unaudited pro forma condensed combined financial information and related notes have been derived from and should be read in conjunction with: • the audited historical financial statements of operations XxxXxxx as of GCI and for the year ended December 31, 2020, and the unaudited statement of operations of SCI for related notes thereto, included elsewhere in this proxy statement/prospectus; • the nine months ended September 30, 2020. The unaudited pro forma statement of operations for the three months ended March 31, 2021 combines the statement of operations of BioLife for the three months ended March 31, 2021 and the statement of operations of GCI for the three months ended March 31, 2021. The audited historical consolidated financial statements of BioLifeKatapult as of and for the year ended December 31, GCI2020, and SCI have been adjusted the related notes thereto, included elsewhere in this proxy statement/prospectus; and • the accompanying unaudited pro forma condensed combined sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of FinServ,” “Management’s Discussion and Analysis of Financial Condition and Results of Operation of Katapult,” and other financial information relating to give effect to pro forma events that are transaction accounting adjustments which are necessary to account for the Merger XxxXxxx and the Acquisition, Katapult included elsewhere in accordance with U.S. GAAP. The unaudited pro forma adjustments are based upon available information and certain assumptions that our management believe are reasonablethis proxy statement/prospectus. The unaudited pro forma condensed combined financial statements information is for illustrative purposes only and these notes include unaudited pro forma adjustments based on preliminary valuations is not necessarily indicative of assets what the actual results of operations and liabilities of GCI. These adjustments are preliminary financial position would have been had the merger and will be revised as additional information becomes available and additional valuation work is performed. The final purchase price allocations will be based PIPE Investment taken place on the fair value dates indicated, nor are they indicative of the assets acquired and the liabilities assumed as future consolidated results of operations or financial position of the closing of the Merger. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed in determining the final purchase price allocations, BioLife will apply U.S. GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market at the measurement date. The fair value measurements will utilize estimates based on key assumptions in connection with the Merger, including historical and current market data. The final purchase price allocation will be determined after the completion of the Merger, and the final allocations may differ materially from those presented in the unaudited pro forma financial statements and these notes. Included in the historical statement of operations of Global Cooling for the year ended December 31, 2020 are the following nonrecurring items for which no adjustment has been made: · Litigation settlement expense was recognized related to a mediation agreement between Global Cooling and a former supplier in the amount of $4.0 million. · Gain on debt extinguishments were recognized related to the Paycheck Protection Program and JobsOhio Workforce Retention Loan programs in the amount of approximately $2.1 millioncombined company.

Basis of Presentation. The unaudited pro forma condensed combined financial statements are based on the historical consolidated financial statements of Tilray and these notes present the unaudited pro forma condensed combined financial position and results of operations of BioLife (after giving Aphria, adjusted to give effect to the Merger with GCI, the Acquisition of SCImerger transaction, and should be read in conjunction with the historical financial statements from which they are derived. Pro forma adjustments described in these notes, subject are limited to the assumptions and limitations described herein), and are intended to illustrate transaction accounting adjustments that reflect the impact of accounting for the Merger on BioLifemerger transaction in accordance with US GAAP. The Merger will be and pro forma financial statements were prepared using the Acquisition was purchase method of accounting. The merger transaction is accounted for as a business combination using reverse acquisition in which Tilray is the acquisition method legal acquirer and Aphria is the acquirer for accounting purposes. Accordingly, the pro forma financial statements represent a continuation of accounting under the provisions financial statements of Accounting Standards Codification ("ASC") 805, "Business Combinations" ("ASC 805"). Under ASC 805, generally all Aphria; the assets acquired and liabilities assumed of Aphria are recorded presented at their acquisition historical carrying values and the assets and liabilities of Tilray are recognized on the effective date of the merger transaction and measured at fair value. For The pro forma purposes, the fair value of GCI's identifiable tangible financial statements are presented in United States dollars (“USD”) and intangible assets acquired and liabilities assumed are based on a preliminary estimate of fair value as of March 31, 2021. Transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The accompanying unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of SEC Regulation S-X. The unaudited pro forma condensed combined US GAAP. Since Aphria’s historical consolidated financial statements do not reflect any cost savingsare presented in Canadian dollars (“CAD” or “C$”) and prepared in accordance with International Financial Reporting Standards (“IFRS”), operating synergies or the impact of restructuring actions that the combined company may achieve as a result of the Merger or Acquisition, or the costs necessary to achieve such cost savings, operating synergies or restructuring actions. The unaudited pro forma condensed combined financial statements and these notes have been prepared using the acquisition method of accounting under ASC 805, based on the historical financial statements, including information of Aphria used in the related notes, of BioLife, GCI, pro forma financial statements has been reconciled to US GAAP and SCItranslated into USD (note 6). The unaudited pro forma condensed combined balance sheet as of March 31, 2021 reflects gives effect to the Merger merger transaction as if it had been completed occurred on March December 31, 2021 and combines the consolidated balance sheets of BioLife and GCI as of March 31, 20212020. The unaudited pro forma statements statement of operations reflect net loss gives effect to the Merger and Acquisition merger transaction as if they it had occurred on January 1, 2020. The pro forma balance sheet combines the audited consolidated balance sheet of Tilray as at December 31, 2020 with the unaudited condensed consolidated statement of financial position (balance sheet) of Aphria as at November 30, 2020. As the ending date of the fiscal period for Aphria differs from that of Tilray by more than 93 days, the unaudited pro forma statement of operations (statement of net loss) for the year ended December 31, 2020 combines was derived by combining financial information from the audited consolidated statement of operations net loss and comprehensive loss of BioLife Tilray for the year ended December 31, 2020, the statement 2020 with financial information of operations of GCI Aphria for the year twelve months ended December 31November 30, 2020, and which was constructed by subtracting: (i) the financial information from the unaudited statement of operations of SCI for the nine months ended September 30, 2020. The unaudited pro forma consolidated statement of operations for the three six months ended March 31November 30, 2021 combines 2019; from (ii) the financial information from the audited consolidated statement of operations of BioLife for the three months year ended March May 31, 2021 2020; and adding (iii) the financial information from the unaudited consolidated statement of operations of GCI for the three six months ended March 31November 30, 20212020 (note 6). The historical financial statements of BioLife, GCI, and SCI have been adjusted in Xxxxxx used to prepare the accompanying unaudited pro forma condensed combined financial information to give effect to balance sheet and the pro forma events that are transaction accounting adjustments which are necessary to account statements of operations (statement of net loss) were prepared for the Merger and the Acquisition, in accordance with U.S. GAAP. The unaudited pro forma adjustments are based upon available information and certain assumptions that our management believe are reasonable. The unaudited pro forma condensed combined financial statements and these notes include unaudited pro forma adjustments based on preliminary valuations of assets and liabilities of GCI. These adjustments are preliminary and will be revised as additional information becomes available and additional valuation work is performed. The final purchase price allocations will be based on the fair value of the assets acquired and the liabilities assumed as of the closing of the Merger. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed in determining the final purchase price allocations, BioLife will apply U.S. GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market at the measurement date. The fair value measurements will utilize estimates based on key assumptions in connection with the Merger, including historical and current market data. The final purchase price allocation will be determined after the completion of the Merger, and the final allocations may differ materially from those presented in the unaudited such pro forma financial statements and these notes. Included do not conform with the financial statements for Aphria included, or incorporated by reference, elsewhere in the historical Circular. Xxxxxx’s audited consolidated balance sheet as of December 31, 2020 and audited consolidated statement of operations of Global Cooling net loss and comprehensive loss for the year ended December 31, 2020 are included Part II, Item 8 - Financial Statements and Supplementary Data, of Tilray’s Consolidated Financial Statements filed on Form 10-K with the following nonrecurring items SEC on February 19, 2021. The assumptions and estimates underlying the adjustments to the pro forma financial statements are described in the accompanying notes. The pro forma adjustments are preliminary, subject to further revision as additional information becomes available and additional analyses are performed. The pro forma adjustments have been made solely for which no adjustment has the purpose of providing unaudited pro forma combined financial information and actual adjustment, when recorded, may differ materially. The pro forma financial statements have been made: · Litigation settlement expense was recognized related prepared for illustrative purposes only and may not be indicative of the operating results or financial condition that would have been achieved if the merger transaction had been completed on the dates or for the periods presented, nor do they purport to project the results of operations or financial position for any future period or as of any future date. In addition to the pro forma adjustments, various other factors will have an effect on the financial condition and results of operations after the completion of the merger transaction. The actual financial position and results of operations may differ materially from the pro forma amounts reflected herein due to a mediation agreement between Global Cooling variety of factors. The unaudited pro forma financial statements do not reflect operational and administrative cost savings that may be achieved as a former supplier in result of the amount of $4.0 million. · Gain on debt extinguishments were recognized related to the Paycheck Protection Program and JobsOhio Workforce Retention Loan programs in the amount of approximately $2.1 millionmerger transaction.

Basis of Presentation. The unaudited pro forma condensed combined Pro Forma Financial Information set forth herein is based upon Xxxx’s consolidated financial statements and these notes present GW’s consolidated financial statements which are incorporated by reference in this offering memorandum. The Pro Forma Financial Information has been prepared to illustrate the unaudited pro forma condensed effects of the transaction, including the financing structure established to fund the Acquisition, as if it had occurred on January 1, 2020 in respect of the Pro Forma Statement of Operations, and as if it had occurred on December 31, 2020 in respect of the Pro Forma Balance Sheet. The Pro Forma Financial Information is presented for informational purposes only, it does not purport to represent what the actual consolidated results of operations or the consolidated financial position of the combined entity would have been had the Acquisition occurred on the dates indicated, nor is it necessarily indicative of the combined company’s financial position or results of operations that would have been realized had the Acquisition occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position and or future results of operations of BioLife (that the combined company will experience after giving effect to the Merger with GCI, the Acquisition of SCI, and adjustments described in these notes, subject to the assumptions and limitations described herein), and are intended to illustrate the impact completion of the Merger on BioLifeAcquisition. The Merger transaction will be and the Acquisition was accounted for as a business combination using the acquisition method of accounting under the provisions of in accordance Financial Accounting Standards Board Accounting Codification ("ASC") Topic 805, "Business Combinations" Combinations ("“ASC 805"”). Under ASC 805Jazz will be treated as the accounting acquirer, generally all and accordingly, the GW assets acquired and liabilities assumed are recorded at their acquisition date have been adjusted based on preliminary estimates of fair value. For pro forma purposes, Any excess of the purchase price over the fair value of GCI's identifiable tangible and intangible identified assets acquired and liabilities assumed are based on a preliminary estimate will be recognized as goodwill. The detailed valuation analyses necessary to arrive at required estimates of fair value as of March 31, 2021. Transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess values of the acquisition consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwillassumed from GW in the transaction have not been completed. The accompanying unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 actual fair values will be determined upon the completion of SEC Regulation S-X. The unaudited pro forma condensed combined the Acquisition and may vary materially from these preliminary estimates. Jazz’s and GW’s consolidated financial statements do not reflect any cost savings, operating synergies or the impact of restructuring actions that the combined company may achieve as a result of the Merger or Acquisition, or the costs necessary to achieve such cost savings, operating synergies or restructuring actions. The unaudited pro forma condensed combined financial statements and these notes have been were prepared using the acquisition method of accounting under ASC 805, based on the historical financial statements, including the related notes, of BioLife, GCI, and SCI. The unaudited pro forma condensed combined balance sheet as of March 31, 2021 reflects the Merger as if it had been completed on March 31, 2021 and combines the consolidated balance sheets of BioLife and GCI as of March 31, 2021. The unaudited pro forma statements of operations reflect the Merger and Acquisition as if they occurred on January 1, 2020. The unaudited pro forma statement of operations for the year ended December 31, 2020 combines the statement of operations of BioLife for the year ended December 31, 2020, the statement of operations of GCI for the year ended December 31, 2020, and the unaudited statement of operations of SCI for the nine months ended September 30, 2020. The unaudited pro forma statement of operations for the three months ended March 31, 2021 combines the statement of operations of BioLife for the three months ended March 31, 2021 and the statement of operations of GCI for the three months ended March 31, 2021. The historical financial statements of BioLife, GCI, and SCI have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events that are transaction accounting adjustments which are necessary to account for the Merger and the Acquisition, in accordance with U.S. GAAP. The unaudited pro forma estimated income tax impacts of the pre-tax adjustments that are based upon available information and certain assumptions that our management believe reflected in the Pro Forma Financial Information are reasonable. The unaudited pro forma condensed combined financial statements and these notes include unaudited pro forma adjustments calculated using an estimated blended statutory rate, which is based on preliminary valuations of assets and liabilities of GCI. These adjustments are preliminary and will be revised as additional information becomes available and additional valuation work is performed. The final purchase price allocations will be based on the fair value of the assets acquired and the liabilities assumed as of the closing of the Merger. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed in determining the final purchase price allocations, BioLife will apply U.S. GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market at the measurement date. The fair value measurements will utilize estimates based on key assumptions in connection with the Merger, including historical and current market data. The final purchase price allocation will be determined after the completion of the Merger, and the final allocations may differ materially from those presented in the unaudited pro forma financial statements and these notes. Included in the historical statement of operations of Global Cooling for the year ended December 31, 2020 are the following nonrecurring items for which no adjustment has been made: · Litigation settlement expense was recognized related to a mediation agreement between Global Cooling and a former supplier in the amount of $4.0 million. · Gain on debt extinguishments were recognized related to the Paycheck Protection Program jurisdictions in which the income (expense) adjustments will be recorded. The estimated blended statutory rate and JobsOhio Workforce Retention Loan programs in the amount effective tax rate of approximately $2.1 millionthe combined company could be significantly different depending on the post-acquisition activities and geographical mix of profit before taxes.

Basis of Presentation. The unaudited pro forma condensed combined consolidated financial statements and these notes present the unaudited pro forma condensed combined financial position and results of operations of BioLife (after giving effect to the Merger with GCI, the Acquisition of SCI, and adjustments described in these notes, subject to the assumptions and limitations described herein), and are intended to illustrate the impact of the Merger on BioLife. The Merger will be and the Acquisition was accounted for as a business combination using the acquisition method of accounting under the provisions of Accounting Standards Codification ("ASC") 805, "Business Combinations" ("ASC 805"). Under ASC 805, generally all assets acquired and liabilities assumed are recorded at their acquisition date fair value. For pro forma purposes, the fair value of GCI's identifiable tangible and intangible assets acquired and liabilities assumed are information presented here is based on a preliminary estimate of fair value as of March 31, 2021. Transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The accompanying unaudited pro forma condensed combined historical consolidated financial information was prepared in accordance with Article 11 of SEC Regulation S-X. The unaudited pro forma condensed combined financial statements do not reflect any cost savings, operating synergies or the impact of restructuring actions that the combined company may achieve as a result of the Merger or Acquisition, or the costs necessary to achieve such cost savings, operating synergies or restructuring actionsVASCO and Silanis. The unaudited pro forma condensed combined financial statements and these notes have been prepared using the acquisition method of accounting under ASC 805, based on the historical financial statements, including the related notes, of BioLife, GCI, and SCI. The unaudited pro forma condensed combined balance sheet as of March 31, 2021 reflects the Merger as if it had been completed on March 31, 2021 and combines the consolidated balance sheets of BioLife and GCI as of March 31, 2021. The unaudited pro forma statements of operations reflect the Merger and Acquisition as if they occurred on January 1, 2020. The unaudited pro forma statement of operations for the year ended December 31, 2020 combines the statement of operations of BioLife for the year ended December 31, 2020, the statement of operations of GCI for the year ended December 31, 2020, and the unaudited statement of operations of SCI for the nine months ended September 30, 2020. The unaudited pro forma statement of operations for 2015 and year ended December 30, 2014 assume the three months ended March 31Acquisition occurred January 1, 2021 combines the statement of operations of BioLife for the three months ended March 31, 2021 and the statement of operations of GCI for the three months ended March 31, 2021. The historical financial statements of BioLife, GCI, and SCI have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events that are transaction accounting adjustments which are necessary to account for the Merger and the Acquisition, in accordance with U.S. GAAP. The unaudited pro forma adjustments are based upon available information and certain assumptions that our management believe are reasonable2014. The unaudited pro forma condensed combined financial statements and these notes include unaudited pro consolidated balance sheet as of September 30, 2015 assumes the Acquisition was completed on that date. Pro forma adjustments based on preliminary valuations of assets and liabilities of GCI. These adjustments are preliminary and will be revised as additional information becomes available and additional valuation work is performed. The final purchase price allocations will be based on the fair value of the assets acquired and the liabilities assumed as of the closing of the Merger. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed in determining the final purchase price allocations, BioLife will apply U.S. GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market at the measurement date. The fair value measurements will utilize estimates based on key assumptions in connection with the Merger, including historical and current market data. The final purchase price allocation will be determined after the completion of the Merger, and the final allocations may differ materially from those presented reflected in the unaudited pro forma condensed consolidated balance sheet are based on items that are directly attributable to the proposed Acquisition and factually supportable. Pro forma adjustments reflected in the unaudited pro forma condensed consolidated statements of operations are based on items directly attributable to the proposed Acquisition, factually supportable, and expected to have a continuing impact on VASCO. Historical financial information of Silanis represents the combination of STI and SIL. Inter-company transactions are eliminated. The functional currency of STI is U.S. Dollars. The functional currency of SIL is British Pounds. Assets and liabilities of SIL are translated into U.S. Dollars using currency exchange rates as of the balance sheet date. Revenue and expenses are translated at average exchange rates prevailing during the period. Certain historical financial information of Silanis been adjusted to conform to the historical presentation in VASCO’s consolidated financial statements for purposes of preparation of the unaudited pro forma condensed consolidated financial information At this time, XXXXX has not completed detailed valuation analyses to determine the fair values of Silanis’ assets and these notesliabilities. Included Accordingly, the unaudited pro forma condensed consolidated financial information includes a preliminary allocation of the purchase price based on assumptions and estimates that, while considered reasonable under the circumstances, are subject to changes, which may be material. Additionally, VASCO has not yet completed its due diligence necessary to identify all of the adjustments required to conform Silanis’ accounting policies to VASCO’s or to identify other items that could significantly impact the purchase price allocation or the assumptions and adjustments made in preparation of this unaudited pro forma condensed consolidated financial information. Upon completion of detailed valuation analyses, there may be additional increases or decreases to the recorded book values of Silanis’ assets and liabilities, including, but not limited to, technology, non-compete agreements, customer relationships, patents, trademarks and other intangible assets that will give rise to future amounts of depreciation and amortization expense that are not reflected in the historical statement information contained in this unaudited pro forma condensed consolidated financial information. Accordingly, once the necessary due diligence has been completed and the purchase price allocation has been completed, actual results may differ materially from the information presented in this unaudited pro forma condensed consolidated financial information. Additionally, the unaudited pro forma condensed consolidated statements of operations do not reflect the cost of Global Cooling for any integration activities or benefits from the year ended December 31Acquisition and synergies that may be derived from any integration activities, 2020 are both of which may have a material effect on the consolidated results of operations in periods following nonrecurring items for which no adjustment has been made: · Litigation settlement expense was recognized related to a mediation agreement between Global Cooling and a former supplier in the amount completion of $4.0 million. · Gain on debt extinguishments were recognized related to the Paycheck Protection Program and JobsOhio Workforce Retention Loan programs in the amount of approximately $2.1 millionAcquisition.

Basis of Presentation. The unaudited pro forma condensed combined Pro Forma Statements have been derived from the historical audited consolidated financial statements and these notes present the unaudited pro forma condensed combined financial position and results of operations of BioLife (after giving effect to the Merger with GCI, the Acquisition of SCI, and adjustments described Verso included in these notes, subject to the assumptions and limitations described herein), and are intended to illustrate the impact of the Merger our Annual Report on BioLife. The Merger will be and the Acquisition was accounted for as a business combination using the acquisition method of accounting under the provisions of Accounting Standards Codification ("ASC") 805, "Business Combinations" ("ASC 805"). Under ASC 805, generally all assets acquired and liabilities assumed are recorded at their acquisition date fair value. For pro forma purposes, the fair value of GCI's identifiable tangible and intangible assets acquired and liabilities assumed are based on a preliminary estimate of fair value as of March 31, 2021. Transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The accompanying unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of SEC Regulation SForm 10-X. The unaudited pro forma condensed combined financial statements do not reflect any cost savings, operating synergies or the impact of restructuring actions that the combined company may achieve as a result of the Merger or Acquisition, or the costs necessary to achieve such cost savings, operating synergies or restructuring actions. The unaudited pro forma condensed combined financial statements and these notes have been prepared using the acquisition method of accounting under ASC 805, based on the historical financial statements, including the related notes, of BioLife, GCI, and SCI. The unaudited pro forma condensed combined balance sheet as of March 31, 2021 reflects the Merger as if it had been completed on March 31, 2021 and combines the consolidated balance sheets of BioLife and GCI as of March 31, 2021. The unaudited pro forma statements of operations reflect the Merger and Acquisition as if they occurred on January 1, 2020. The unaudited pro forma statement of operations K for the year ended December 31, 2020 combines 2014, previously filed with the statement of operations of BioLife for the year ended December 31, 2020, the statement of operations of GCI for the year ended December 31, 2020, Securities and Exchange Commission and the unaudited statement of operations of SCI for the nine months ended September 30, 2020. The unaudited pro forma statement of operations for the three months ended March 31, 2021 combines the statement of operations of BioLife for the three months ended March 31, 2021 and the statement of operations of GCI for the three months ended March 31, 2021. The historical audited financial statements of BioLifeNewPage, GCIincluding the notes thereto, and SCI which are included as an Exhibit to this Current Report on Form 8-K/A. Certain financial statement line items included in NewPage’s historical presentation have been adjusted disaggregated or condensed to conform to corresponding financial statement line items included in Verso’s historical presentation. For the accompanying unaudited pro forma condensed combined financial information statements of operations, depreciation, amortization, and depletion expense has been conformed to give effect the Verso presentation. The reclassification of these items had no impact on the historical total assets, total liabilities, or stockholders’ equity reported by Verso or NewPage. The reclassifications also did not impact the historical earnings from continuing operations. In addition, the impact of differences in NewPage’s accounting policy for inventory valuation of Last in First Out (“LIFO”) and Verso’s accounting policy of First in First Out (“FIFO”) is not expected to pro forma events that are transaction have a significant impact on cost of products sold, therefore no adjustment has been reflected in the accompanying Pro Forma Statements for conforming the accounting adjustments which are necessary policy of NewPage to account for Verso’s policy. The NewPage acquisition is reflected in the Merger and Pro Forma Statements as an acquisition of NewPage by Verso using the Acquisitionacquisition method of accounting, in accordance with U.S. business combination accounting guidance under GAAP. The unaudited pro forma adjustments are based upon available information and certain assumptions that our management believe are reasonable. The unaudited pro forma condensed combined financial statements and Under these notes include unaudited pro forma adjustments based on preliminary valuations of assets and liabilities of GCI. These adjustments are preliminary and will be revised as additional information becomes available and additional valuation work is performed. The final accounting standards, the total estimated purchase price allocations will be based on has been allocated as described in Note 4 to the fair value of Pro Forma Statements, and the assets acquired and the liabilities assumed as of the closing of the Mergerhave been measured at estimated fair value. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed in determining assumed, Verso has applied the final purchase price allocations, BioLife will apply U.S. accounting guidance under GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market at as of the measurement date. The fair value measurements will utilize estimates based on key assumptions in connection with the MergerNewPage acquisition, including historical and current market data. The final pro forma information is based on the assumptions, adjustments and eliminations described in the accompanying notes to the unaudited pro forma combined condensed financial statements. Although management believes that the preliminary purchase price allocation herein is reasonable, there can be no assurance that finalization of such purchase price allocation will be determined after not result in material changes from the completion of the Merger, and the final allocations may differ materially from those presented preliminary purchase price allocation included in the unaudited pro forma financial statements and these notes. Included in the historical statement of operations of Global Cooling for the year ended December 31, 2020 are the following nonrecurring items for which no adjustment has been made: · Litigation settlement expense was recognized related to a mediation agreement between Global Cooling and a former supplier in the amount of $4.0 million. · Gain on debt extinguishments were recognized related to the Paycheck Protection Program and JobsOhio Workforce Retention Loan programs in the amount of approximately $2.1 millionaccompanying Pro Forma Statements.

Basis of Presentation. The unaudited pro forma condensed combined financial statements were prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and these notes present the unaudited pro forma condensed combined financial position regulations of the U.S. Securities and results of operations of BioLife Exchange Commission (after giving effect to the Merger with GCI, the Acquisition of SCI, and adjustments described in these notes, subject to the assumptions and limitations described herein), “SEC”) and are intended to illustrate show how the impact Acquisition might have affected the historical financial statements if the Acquisition had been completed on January 1, 2022 for the purpose of the Merger on BioLifestatement of operations for the six months ended June 30, 2022. The Merger Acquisition will be and the Acquisition was accounted for as a business combination using combination, with the Company treated as the “acquirer” and VCN treated as the “acquired” company for financial reporting purposes. Under the acquisition method of accounting under the provisions of Accounting Standards Codification ("ASC") 805, "Business Combinations" ("ASC 805"). Under ASC 805, generally all assets acquired and liabilities assumed are recorded at their acquisition date fair value. For pro forma purposesaccounting, the total estimated purchase price of an acquisition allocated to the net tangible and intangible assets is based on their estimated fair value values. Such valuations are based on available information and certain assumptions that management believes are reasonable. The preliminary allocation of GCI's identifiable the purchase price to the tangible and intangible assets acquired and liabilities assumed are is based on a various preliminary estimate estimates. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of fair value as of March 31, 2021providing this unaudited pro forma combined financial information. Transaction costs Differences between these preliminary estimates and restructuring costs associated with the business combination are expensed as incurredfinal acquisition accounting may occur and these differences could be material. The excess of the acquisition consideration over the fair value of assets acquired and liabilities assumeddifferences, if any, is allocated to goodwill. The accompanying unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of SEC Regulation S-X. The unaudited pro forma condensed combined financial statements do not reflect any cost savings, operating synergies or the could have a material impact of restructuring actions that the combined company may achieve as a result of the Merger or Acquisition, or the costs necessary to achieve such cost savings, operating synergies or restructuring actions. The unaudited pro forma condensed combined financial statements and these notes have been prepared using the acquisition method of accounting under ASC 805, based on the historical financial statements, including the related notes, of BioLife, GCI, and SCI. The unaudited pro forma condensed combined balance sheet as of March 31, 2021 reflects the Merger as if it had been completed on March 31, 2021 and combines the consolidated balance sheets of BioLife and GCI as of March 31, 2021. The unaudited pro forma statements of operations reflect the Merger and Acquisition as if they occurred on January 1, 2020. The unaudited pro forma statement of operations for the year ended December 31, 2020 combines the statement of operations of BioLife for the year ended December 31, 2020, the statement of operations of GCI for the year ended December 31, 2020, and the unaudited statement of operations of SCI for the nine months ended September 30, 2020. The unaudited pro forma statement of operations for the three months ended March 31, 2021 combines the statement of operations of BioLife for the three months ended March 31, 2021 and the statement of operations of GCI for the three months ended March 31, 2021. The historical financial statements of BioLife, GCI, and SCI have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events that are transaction accounting adjustments which are necessary to account for the Merger and the Acquisition, in accordance with U.S. GAAP. The unaudited pro forma adjustments are based upon available information Company’s future results of operations and certain assumptions that our management believe are reasonablefinancial position. The unaudited pro forma condensed combined financial information includes certain reclassifications to conform the historical financial statement presentation of VCN to the Company. See “Note 3 – Reclassifications and Conforming Basis Adjustments” herein for additional information on the reclassifications. Certain disclosures normally included in financial statements and prepared in accordance with U.S. GAAP have been condensed or omitted in these notes include unaudited pro forma adjustments based on preliminary valuations of assets and liabilities of GCI. These adjustments are preliminary and will be revised as additional information becomes available and additional valuation work is performed. The final purchase price allocations will be based on the fair value of the assets acquired and the liabilities assumed as of the closing of the Merger. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed in determining the final purchase price allocations, BioLife will apply U.S. GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market at the measurement date. The fair value measurements will utilize estimates based on key assumptions in connection with the Merger, including historical and current market data. The final purchase price allocation will be determined after the completion of the Merger, and the final allocations may differ materially from those presented in the unaudited pro forma condensed combined financial statements as permitted by SEC rules and these notes. Included in the historical statement of operations of Global Cooling for the year ended December 31, 2020 are the following nonrecurring items for which no adjustment has been made: · Litigation settlement expense was recognized related to a mediation agreement between Global Cooling and a former supplier in the amount of $4.0 million. · Gain on debt extinguishments were recognized related to the Paycheck Protection Program and JobsOhio Workforce Retention Loan programs in the amount of approximately $2.1 millionregulations.

Basis of Presentation. The unaudited pro forma condensed combined financial statements and these notes present the unaudited pro forma condensed combined financial position and results of operations of BioLife (after giving effect to the Merger with GCI, the Acquisition of SCI, and adjustments described in these notes, subject to the assumptions and limitations described herein), and are intended to illustrate the impact of the Merger on BioLife. The Merger will be and the Acquisition was accounted for as a business combination using the acquisition method of accounting under the provisions of Accounting Standards Codification ("ASC") 805, "Business Combinations" ("ASC 805"). Under ASC 805, generally all assets acquired and liabilities assumed are recorded at their acquisition date fair value. For pro forma purposes, the fair value of GCI's identifiable tangible and intangible assets acquired and liabilities assumed are based on a preliminary estimate of fair value as of March 31, 2021. Transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The accompanying unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of SEC Regulation S-X. 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 and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (referred to as management adjustments). Xxxxxx has elected not to present management adjustments and will only be presenting transaction accounting adjustments related to the accounting for the Merger (the “pro forma adjustments”) in the unaudited pro forma condensed combined financial information. The adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary to assist in understanding the combined company upon consummation of the Merger. The unaudited pro forma condensed combined financial statements do not reflect any cost savingsof operations for the nine months ended September 30, operating synergies or 2023, and the impact year ended December 31, 2022, have been prepared by combining the Globus and NuVasive statements of restructuring actions that operations for the period and applying the related pro forma adjustments. The pro forma adjustments have been prepared as if the Merger related to NuVasive occurred on January 1, 2022, for the unaudited pro forma condensed combined company may achieve as a result statements of operations. The pro forma adjustments are based on currently available information and certain estimates and assumptions, and therefore the actual effects of these transactions will differ from the pro forma adjustments. Upon completion of the Merger or AcquisitionMerger, or Globus controlled NuVasive, and accordingly was determined to be the costs necessary to achieve such cost savings, operating synergies or restructuring actionsaccounting acquirer. The unaudited pro forma condensed combined financial statements and these notes have information has been prepared by Globus using the acquisition method of accounting under ASC 805, based on the historical financial statements, including the related notes, of BioLife, GCI, and SCI. The unaudited pro forma condensed combined balance sheet as of March 31, 2021 reflects the Merger as if it had been completed on March 31, 2021 and combines the consolidated balance sheets of BioLife and GCI as of March 31, 2021. The unaudited pro forma statements of operations reflect the Merger and Acquisition as if they occurred on January 1, 2020. The unaudited pro forma statement of operations for the year ended December 31, 2020 combines the statement of operations of BioLife for the year ended December 31, 2020, the statement of operations of GCI for the year ended December 31, 2020, and the unaudited statement of operations of SCI for the nine months ended September 30, 2020. The unaudited pro forma statement of operations for the three months ended March 31, 2021 combines the statement of operations of BioLife for the three months ended March 31, 2021 and the statement of operations of GCI for the three months ended March 31, 2021. The historical financial statements of BioLife, GCI, and SCI have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events that are transaction accounting adjustments which are necessary to account for the Merger and the Acquisition, in accordance with U.S. GAAP. The unaudited pro forma adjustments are Under this method, the aggregate consideration was allocated to NuVasive’s assets acquired and liabilities assumed based upon available information their acquisition date estimated fair values. The excess of purchase price over the fair value of assets acquired and certain assumptions that our management believe are reasonableliabilities assumed was allocated to goodwill. The unaudited pro forma condensed combined financial statements and these notes include unaudited pro forma adjustments information is based on preliminary valuations estimates of assets and liabilities of GCI. These adjustments are preliminary and will be revised as additional information becomes available and additional valuation work is performed. The final purchase price allocations will be based on the fair value of the assets acquired and liabilities that were acquired, which requires significant assumptions. Globus management believes that the liabilities assumed as assumptions used provide a reasonable basis for presenting the significant effects of the closing of transactions and that the Merger. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed in determining the final purchase price allocations, BioLife will apply U.S. GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market at the measurement date. The fair value measurements will utilize estimates based on key assumptions in connection with the Merger, including historical and current market data. The final purchase price allocation will be determined after the completion of the Merger, and the final allocations may differ materially from those presented pro forma adjustments in the unaudited pro forma condensed combined financial statements and these notesinformation gives appropriate effect to the assumptions. Included These assumptions may change upon the finalization of the fair value, which would have a corresponding impact on the pro forma financial information. The unaudited pro forma condensed combined financial information does not reflect the impact of any potential restructuring or integration activities that have yet to be determined, nor the impact of possible cost or growth synergies expected to be achieved by the combined company, as no assurance can be made that such cost or growth synergies will be achieved. The accounting policies followed in preparing the unaudited pro forma condensed combined financial information are those used by Globus as set forth in the historical statement financial statements. The unaudited pro forma condensed combined financial information reflects any material adjustments known at this time to conform NuVasive historical financial information to Globus’s significant accounting policies based on Globus management’s review of operations NuVasive’s summary of Global Cooling for the year ended December 31significant accounting policies, 2020 are the following nonrecurring items for which no adjustment has been made: · Litigation settlement expense was recognized related to a mediation agreement between Global Cooling and a former supplier as disclosed in the amount of $4.0 million. · Gain on debt extinguishments were recognized related to the Paycheck Protection Program and JobsOhio Workforce Retention Loan programs in the amount of approximately $2.1 millionNuVasive historical financial statements.