Common use of Preliminary Purchase Price Allocation Clause in Contracts

Preliminary Purchase Price Allocation. These pro forma adjustments include a preliminary allocation of the estimated purchase price required under the Merger Agreement to the estimated fair value of assets acquired and liabilities assumed at the Closing Date, with the excess recorded as Goodwill; however, a detailed analysis has not been completed and actual results may differ from these estimates. The final allocation of the purchase price required under the Merger Agreement could differ materially from the preliminary allocation primarily because market prices, interest rates and other valuation variables will fluctuate over time and be different at the Closing Date compared to the amounts assumed for these pro forma adjustments. The following is a summary of the estimated purchase price required under the Merger Agreement and preliminary purchase price allocation giving effect to the Merger as if it had been completed on April 30, 2019: Estimated cash consideration for Merger $ 2,028,479 Fair value of existing equity investment in WageWorks 77,400 Estimated purchase consideration $ 2,105,879 Cash $ 598,330 Short-term investments 183,603 Trade receivables, net 114,426 Other current assets 30,822 Property, plant and equipment, net 74,378 Operating lease ROU assets 24,095 Intangible assets, net 700,000 Goodwill 1,292,660 Other assets 33,300 Total assets acquired 3,051,614 Accounts payable, accrued expenses and other current liabilities (107,009 ) Operating lease liabilities (36,524 ) Customer obligations (660,437 ) Deferred tax liability (136,992 ) Other long-term liabilities (4,773 ) Fair value of net assets acquired $ 2,105,879 WageWorks’s long-term debt includes change-of-control provisions and therefore will be paid off prior to the Closing Date and will not be assumed by HealthEquity.

Preliminary Purchase Price Allocation. These The table below represents the preliminary calculation of estimated consideration to acquire the M&M Business. (in millions) Base purchase price $ 11,000 Contractual adjustments to purchase price (1) (509 ) Total cash consideration transferred 10,491 Receivable related to net pension liability assumed (2) (33 ) Estimated fair value of share-based compensation awards attributed to pre-combination services (3) 1 Total transaction consideration $ 10,459 (1) Reflects preliminary and other adjustments to the base purchase price in accordance with the Transaction Agreement. Amounts may change based upon final settlement and agreement between Celanese and DuPont. (2) Reflects estimated receivable from DuPont for the assumption of an under-funded defined benefit plan (see Note 4J). (3) This amount represents the value of DuPont Restricted Stock Unit (RSU) awards that are not vested and will be replaced by equivalent value of cash or Celanese RSU awards with the same terms and conditions as the original DuPont award grant. The actual value of these awards will depend on the prices of DuPont common stock and other valuation estimates and assumptions, and therefore the actual consideration will fluctuate. Accordingly, the final consideration could differ significantly from the current estimate (see Note 4K). Under the acquisition method of accounting, the identifiable assets acquired and liabilities assumed of the M&M Business are recognized and measured at fair value. The allocation is dependent upon certain valuation and other studies that have not yet been completed. Accordingly, the pro forma purchase price allocation is subject to further adjustments include as additional information becomes available and detailed analyses and final valuation are completed, and the adjustments could be material. The table below represents a preliminary allocation of the estimated purchase price required under the Merger Agreement consideration to the estimated fair value of M&M Business’ identified tangible and intangible assets acquired and liabilities assumed at the Closing Datebased on preliminary estimated fair values as of June 30, with the excess recorded as Goodwill; however2022. Total consideration for M&M Acquisition $ 10,459 Cash and cash equivalents 60 Trade receivables - third party and affiliates 574 Inventories 902 Other assets (current) 65 Investments in affiliates 55 Property, a detailed analysis has not been completed plant and actual results may differ from these estimates. equipment 1,400 Operating lease right-of-use assets 197 Deferred income taxes 20 Other assets (noncurrent) 2 Intangible assets 3,900 Total assets 7,175 Trade payables - third party and affiliates 507 Income taxes payable 62 Other liabilities (current) 115 Deferred income taxes 984 Benefit obligations 33 Operating lease liabilities 190 Other liabilities (noncurrent) 25 Noncontrolling interests 178 Net assets acquired 5,081 Preliminary allocation to goodwill $ 5,378 The final allocation historical combined financial statements of the purchase price required under M&M Business are prepared in accordance with US GAAP. During the Merger Agreement could differ materially from preparation of these unaudited pro forma condensed combined financial statements, management performed a preliminary analysis of the preliminary allocation primarily because market prices, interest rates M&M Business’ financial information to identify differences in accounting policies as compared to those of Celanese and other valuation variables will fluctuate over time and be different at differences in the Closing Date M&M Business’ financial statement presentation as compared to the amounts assumed for presentation of Celanese. At the time of preparing these unaudited pro forma adjustmentscondensed combined financial statements, Celanese has not identified all adjustments necessary to conform the M&M Business’ accounting policies to Celanese’s accounting policies. The following below adjustments represent Celanese’s best estimates based upon the information currently available to Celanese and could be subject to change once more detailed information is available. Refer to the table below for a summary of reclassification adjustments made to present the estimated purchase price required under the Merger Agreement and preliminary purchase price allocation giving effect to the Merger M&M Business’ combined balance sheet as if it had been completed on April of June 30, 20192022 in conformity with that of Celanese: Estimated Cash and cash consideration for Merger equivalents Cash and cash equivalents $ 2,028,479 Fair value of existing equity investment in WageWorks 77,400 Estimated purchase consideration 60 $ 2,105,879 Cash $ 598,330 Short-term investments 183,603 Trade receivables60 Accounts and notes receivable, net 114,426 Other Trade receivables – third party and affiliates 574 574 Inventories Inventories 902 902 Prepaid expenses and other current assets 30,822 Other assets (current) 65 65 Investments and noncurrent receivables Investment in affiliates 55 55 Property, plant and equipment, net 74,378 Property, plant and equipment (net of accumulated depreciation) 963 963 Deferred charges and other assets Operating lease ROU right-of-use assets 24,095 42 $ (2 )(i) 40 Other assets (noncurrent) 2 (i) 2 Goodwill Goodwill 2,057 2,057 Other intangible assets Intangible assets, net 700,000 Goodwill 1,292,660 Other 1,753 1,753 Deferred income tax assets 33,300 Total assets acquired 3,051,614 Deferred income taxes 20 20 Accounts payable, accrued expenses payable Trade payables - third party and affiliates 507 507 Income taxes payable Income taxes payable 62 62 Accrued and other current liabilities Other liabilities (107,009 current) 115 115 Deferred income tax liabilities Deferred income taxes 390 390 Other noncurrent obligations Other liabilities (noncurrent) 58 (33 )(ii) 25 Operating lease liabilities 33 (36,524 ii) Customer obligations 33 Parent company net investment Parent company net investment 5,437 5,437 Accumulated other comprehensive loss Accumulated other comprehensive income (660,437 loss), net (256 ) (256 ) Noncontrolling interests Noncontrolling interests 178 178 (i) Reclassification from “Deferred tax liability (136,992 ) Other long-term liabilities (4,773 ) Fair value of net assets acquired $ 2,105,879 WageWorks’s long-term debt includes changecharges and other assets” to “Operating lease right-of-control provisions use assets” and therefore will be paid off prior to the Closing Date and will not be assumed by HealthEquity.“Other assets (noncurrent)”

Preliminary Purchase Price Allocation. These pro forma adjustments include a preliminary allocation of the estimated purchase price required under the Merger Agreement to the estimated fair value of assets acquired and liabilities assumed at the Closing Date, with the excess recorded as Goodwill; however, a detailed analysis has not been completed and actual results may differ from these estimates. The final allocation of the purchase price required under the Merger Agreement could differ materially from the preliminary allocation primarily because market prices, interest rates and other valuation variables will fluctuate over time and be different at the Closing Date compared to the amounts assumed for these pro forma adjustments. The following is a summary of table summarizes the estimated purchase price required under the Merger Agreement and preliminary purchase price allocation giving effect for the Merger (in thousands): Cash and Cash Equivalents $ 6,219 Account Receivables 42,746 Inventories 77,062 Deferred Income Taxes—Assets 3,551 Prepaid Expenses and Other 1,577 Property, Plant & Equipment 35,696 Goodwill 88,634 Customer Relationships Outstanding—Purchase Orders and Contracts 159,000 Trade Name 29,000 Other Assets 17,546 Total Assets Acquired 461,031 Accounts Payable $ 24,928 Accrued Liabilities 27,135 Long-Term Debt — Deferred Income Taxes—Liabilities 69,981 Other Long-Term Obligations 926 Total Liabilities Assumed 122,970 Total Preliminary Purchase Price $ 338,061 The following table summarizes the sources and uses of funds in the Transactions (in thousands): New Credit Facilities New Revolving Credit Facility — Purchase price of equity $ 310,300 New Term Loan Facility $ 190,000 Repayment of existing ▇▇▇▇▇▇▇ debt 27,761 Senior notes 200,000 Repayment of existing Ducommun debt 18,500 New cash on balance sheet 1,944 Transaction fees and expenses 31,495 Total sources $ 390,000 Total uses $ 390,000 See “Use of Proceeds.” Pursuant to the Merger Agreement, Ducommun will acquire ownership of ▇▇▇▇▇▇▇ for a total purchase price of approximately $338.1 million including the assumption of ▇▇▇▇▇▇▇’▇ outstanding debt ($27.8 million as if it had been completed on of April 303, 2019: Estimated cash consideration for 2011). The closing of the Merger $ 2,028,479 Fair value of existing equity investment in WageWorks 77,400 Estimated purchase consideration $ 2,105,879 Cash $ 598,330 Short-term investments 183,603 Trade receivables, net 114,426 Other current assets 30,822 Property, plant and equipment, net 74,378 Operating lease ROU assets 24,095 Intangible assets, net 700,000 Goodwill 1,292,660 Other assets 33,300 Total assets acquired 3,051,614 Accounts payable, accrued expenses and other current liabilities (107,009 ) Operating lease liabilities (36,524 ) Customer obligations (660,437 ) Deferred tax liability (136,992 ) Other long-term liabilities (4,773 ) Fair value of net assets acquired $ 2,105,879 WageWorks’s long-term debt includes change-of-control provisions and therefore will be paid off prior is subject to the Closing Date approval of ▇▇▇▇▇▇▇ stockholders and will not be assumed by HealthEquitycertain other conditions. In connection with the Merger, Ducommun entered into a commitment letter (the “Commitment Letter”) with UBS Loan Finance LLC, UBS Securities LLC, Credit Suisse Securities (USA) LLC and Credit Suisse AG, Cayman Islands Branch (collectively, the “Committed Parties”) pursuant to which, the Committed Parties have agreed to provide and/or arrange for (i) a senior secured term loan facility to Ducommun of $190 million and (ii) a senior secured revolving loan facility to Ducommun of up to $60 million.

Preliminary Purchase Price Allocation. These pro forma adjustments include a The fair value of the total consideration was approximately $34.7 million consisting of the following: Purchase Consideration (in thousands) STIM Shares 25,305 Price per share $ 1.15 Fair value of purchase consideration paid at closing $ 29,101 Settlement of pre- existing relationship $ 5,635 The preliminary purchase price allocation is based on estimates, assumptions, valuations and other analysis which have not yet been finalized. The Company is finalizing its valuation of intangible assets, tangible assets, liabilities and tax analyses and anticipates finalizing the valuation of assets acquitted and liabilities assumed as the information necessary to complete the analysis is obtained, but no later than one year after the Acquisition Date. The following table set forth the preliminary allocation of the estimated purchase price required under the Merger Agreement total con si deration to the estimated estimate fair value of the net assets acquired and liabilities assumed acquitted at the Closing Date, with the excess recorded as Goodwill; however, a detailed analysis has not been completed Acquisition date (in thousands): Cash and actual results may differ from these estimates. The final allocation of the purchase price required under the Merger Agreement could differ materially from the preliminary allocation primarily because market prices, interest rates and other valuation variables will fluctuate over time and be different at the Closing Date compared to the amounts assumed for these pro forma adjustments. The following is a summary of the estimated purchase price required under the Merger Agreement and preliminary purchase price allocation giving effect to the Merger as if it had been completed on April 30, 2019: Estimated cash consideration for Merger equivalents $ 2,028,479 Fair value of existing equity investment in WageWorks 77,400 Estimated purchase consideration 369 Restricted cash $ 2,105,879 Cash $ 598,330 Short-term investments 183,603 Trade receivables1,000 Accounts receivable, net 114,426 Other current assets 30,822 Property, plant and equipment, net 74,378 Operating lease ROU assets 24,095 Intangible assets, net 700,000 Goodwill 1,292,660 Other assets 33,300 Total assets acquired 3,051,614 Accounts payable, accrued $ 12,628 Prepaid expenses and other current assets $ 4,990 Property and equipment $ 4,725 Operating lease right-of-use assets $ 23,658 Total Assets $ 47,370 Accounts payable $ 8,673 Accrued expense $ 4,385 Current portion of loans payable $ 801 Current portion of operating lease liabilities (107,009 ) $ 4,044 Deferred and contingent consideration $ 1,000 Operating lease liabilities $ 21,139 Non-controlling interest $ (36,524 3,603 ) Customer obligations (660,437 ) Deferred tax liability (136,992 ) Other long-term liabilities (4,773 ) Fair value of Total Liabilities $ 36,438 Total identifiable net assets acquired $ 2,105,879 WageWorks’s long-term debt includes change-of-control provisions and therefore will be paid off prior to the Closing Date and will not be assumed by HealthEquity.10,932 Goodwill $ 23,803 Total consideration transferred $ 34,736

Preliminary Purchase Price Allocation. These pro forma adjustments include The Company has performed a preliminary allocation valuation analysis of the estimated purchase price required under the Merger Agreement to the estimated fair market value of the assets acquired and liabilities assumed at in the Closing Date, Transactions and in connection with the excess recorded payment and/or funding of the Transaction Consideration and the First Lien Term Loan. The following table summarizes the estimated allocation of the preliminary purchase price as Goodwill; however, a of the acquisition date (in thousands). This estimated preliminary purchase price allocation has been used to prepare pro forma adjustments in the pro forma condensed combined statements of operations. The final purchase price will be completed when the Company has completed the detailed analysis has not been completed valuations and actual results may differ from these estimatesnecessary calculations. The final allocation of the purchase price required under the Merger Agreement could differ materially from the preliminary allocation primarily because market prices, interest rates and other valuation variables will fluctuate over time and be different at calculation used in the Closing Date compared to the amounts assumed for these pro forma adjustments. The following is a summary final allocation may include (1) changes in fair values of the estimated purchase price required under the Merger Agreement and preliminary purchase price allocation giving effect to the Merger as if it had been completed on April 30, 2019: Estimated cash consideration for Merger $ 2,028,479 Fair value of existing equity investment in WageWorks 77,400 Estimated purchase consideration $ 2,105,879 Cash $ 598,330 Short-term investments 183,603 Trade receivables, net 114,426 Other current assets 30,822 Propertyproperty, plant and equipment, net 74,378 Operating lease ROU right of use assets, and lease liabilities (2) changes in allocations to intangible assets 24,095 including goodwill (3) other changes to assets and liabilities, and (4) assessment of tax positions and tax rates. Cash Consideration $ 25,499 Noncash Consideration: Warrants(1) 70,515 Series B Preferred Stock(2)(3) 31,975 Second Lien Term Loan(2) 26,534 Total Noncash Consideration 129,024 Total Consideration $ 154,523 Cash and cash equivalents $ 18,124 Accounts Receivable 16,324 Prepaid Expenses 1,838 Current programming rights 3,635 Other current assets 555 Property and Equipment 17,897 Intangible assets, net 700,000 127,838 Right of use assets 47,361 Goodwill 1,292,660 Other assets 33,300 Total assets acquired 3,051,614 14,965 Noncurrent programming rights 6,607 Deposits and other 689 Assets Acquired $ 255,833 Accounts payable, payable and accrued expenses and other current liabilities (107,009 ) $ 32,033 Deferred revenue 9,209 Operating lease liabilities (36,524 ) Customer obligations (660,437 ) Deferred tax liability (136,992 ) 31,109 Finance lease liabilities 3,029 Other long-term liabilities (4,773 ) 8,301 Liabilities Assumed $ 83,681 Fair value of net assets acquired noncontrolling interests 17,629 Net Assets Acquired $ 2,105,879 WageWorks’s long-term debt includes change-of-control provisions and therefore will be paid off 154,523 (1) Represents the fair value of 28,206,152 warrants issued in the ▇▇▇▇▇▇▇▇ Transaction valued at the close price on the day prior to the Closing Date and will not be assumed by HealthEquityclose of $2.50.

Preliminary Purchase Price Allocation. These pro forma adjustments include a A preliminary allocation valuation analysis of the estimated purchase price required under the Merger Agreement to the estimated fair value of Tilray’s assets acquired and liabilities assumed has been performed at December 31, 2020, with the following exception: • The warrant liability has been valued at the Closing Measurement Date, which reflects the exercise of 6,290,000 warrants between January 1, 2021 and the Measurement Date (note 2, 4H); and • The cash and cash equivalents balance at December 31, 2020 has been increased by $37,426 (note 4H) to reflect the cash received upon exercise of the warrants. The purchase price has been allocated to such assets and liabilities, with the excess recorded as Goodwill; however, a detailed allocated to goodwill. The following table summarizes the preliminary purchase price allocation: Cash and cash equivalents $ 227,128 Accounts receivable 29,033 Inventory 121,000 Prepayments and other current assets 34,640 Property and equipment 201,049 Operating right-of-use assets 18,259 Intangible assets 1,063,000 Equity method investments 9,300 Other investments 14,369 Other assets 4,356 Accounts payable (17,776 ) Accrued expenses and other current liabilities (39,946 ) Accrued lease obligations (33,536 ) Warrant liability (296,032 ) Deferred tax liability (251,877 ) Convertible notes (236,179 ) Long-term debt (50,498 ) Other liabilities (4,612 ) Goodwill 2,589,611 The preliminary purchase price allocation has been used to prepare the pro forma adjustments (note 4). The purchase price allocation will be finalized following the effective date of the merger transaction when the valuation analysis has not been completed and actual results may differ from these estimatesis complete. The final allocation of the purchase price required under the Merger Agreement could differ materially from the preliminary allocation primarily because market prices, interest rates and other valuation variables will fluctuate over time and be different at used in the Closing Date compared to the amounts assumed for these pro forma adjustments. The following is a summary of the estimated purchase price required under the Merger Agreement and preliminary purchase price allocation giving effect to the Merger as if it had been completed on April 30, 2019: Estimated cash consideration for Merger $ 2,028,479 Fair value of existing equity investment in WageWorks 77,400 Estimated purchase consideration $ 2,105,879 Cash $ 598,330 Short-term investments 183,603 Trade receivables, net 114,426 Other current assets 30,822 Property, plant and equipment, net 74,378 Operating lease ROU assets 24,095 Intangible assets, net 700,000 Goodwill 1,292,660 Other assets 33,300 Total assets acquired 3,051,614 Accounts payable, accrued expenses and other current liabilities (107,009 ) Operating lease liabilities (36,524 ) Customer obligations (660,437 ) Deferred tax liability (136,992 ) Other long-term liabilities (4,773 ) Fair value of net assets acquired $ 2,105,879 WageWorks’s long-term debt includes change-of-control provisions and therefore will be paid off prior to the Closing Date and will not be assumed by HealthEquity.

Preliminary Purchase Price Allocation. These pro forma The Acquisition was accounted for using the acquisition method of accounting using the accounting guidance in Accounting Standards Codification 805, Business Combinations. The purchase price for the Acquisition was cash of $4,250,000, subject to certain adjustments include a preliminary allocation such as potential deductions for indebtedness and other transaction related expenses and bonuses. In addition, subject to the financial performance of ExtenData in each of the estimated two years following closing, the Company may pay the sellers a total of up to an additional $750,000 in earn out payments. The preliminary purchase price required under the Merger Agreement allocation is subject to change due to changes in the estimated fair value of ExtenData’s assets acquired and liabilities assumed at as of the Closing Datedate of the transaction, with resulting from the excess recorded as Goodwill; however, a finalization of the Company’s detailed analysis has not been completed and actual results may differ from these estimatesvaluation analysis. The final allocation of the purchase price required under the Merger Agreement could differ materially from the preliminary allocation primarily because market prices, interest rates and other valuation variables will fluctuate over time and be different at the Closing Date compared to the amounts assumed for these pro forma adjustments. The following is a summary of the estimated purchase price required under the Merger Agreement and preliminary purchase price allocation giving effect to the Merger of ExtenData as if it had been completed on April of September 30, 2019: Estimated 2020 is as follows (in thousands): Cash and cash consideration for Merger equivalents $ 2,028,479 Fair value of existing equity investment in WageWorks 77,400 Estimated purchase consideration $ 2,105,879 Cash $ 598,330 Short-term investments 183,603 Trade receivables1,457 Accounts receivable, net 114,426 Other 1,278 Prepaid expenses and other current assets 30,822 Property, plant 29 Property and equipment, net 74,378 Operating lease ROU 543 Intangible assets 24,095 Intangible assets, net 700,000 Goodwill 1,292,660 Other assets 33,300 Total assets acquired 3,051,614 3,479 Accounts payable, accrued payable (1,388 ) Accrued expenses and other current liabilities (107,009 ) Operating lease liabilities (36,524 ) Customer obligations (660,437 164 ) Deferred tax liability revenue (136,992 497 ) Other long-term liabilities Current portion of debt (4,773 413 ) Fair value of Identifiable net assets acquired 4,324 Goodwill 676 Total consideration $ 2,105,879 WageWorks5,000 The following adjustments have been made to the accompanying unaudited pro forma condensed consolidated financial statements: (a) Reflects the cash consideration for the acquisition. (b) Reflects the estimated contingent earn out consideration as described in Note 2. (c) Reflects the preliminary estimate of goodwill, which represents the excess of the purchase price over the estimated fair value of ExtenData’s long-term debt includes changeidentifiable assets and liabilities assumed in Note 2. (d) Reflects the estimated fair value for the identifiable assets which represents customer lists and relationships amortized over an average estimated expected life of 12 years. For the nine months ended September 30, 2020 and the year ended December 31, 2019, pro forma adjustments for amortization expense are $217,000 and $290,000, respectively. (e) Reflects the recognition of operating lease right-of-control provisions use assets and therefore will be paid off prior operating lease liabilities in connection with ExtenData’s adoption of ASC 842. (f) Reflects the elimination of members’ equity. (g) Reflects an increase in compensation expense in connection with the Acquisition in result of the status change from LLC to Corporation. For the Closing Date nine months ended September 30, 2020 and will not be assumed by HealthEquitythe year ended December 31, 2019, pro forma adjustments to reflect the increase in compensation expense are $117,000 and $156,000, respectively. (h) Reflects estimated income tax expense based on the Company’s annual effective tax rate. (i) Reflects changes in earnings per share in result of the Acquisition and pro forma adjustments.

Preliminary Purchase Price Allocation. These pro forma adjustments include a preliminary allocation On July 1, 2019, the Company completed the first closing with respect to 95% of the estimated outstanding shares of capital stock of Uman. The Company paid to the Shareholders and the escrow agent $13.0 million and $2.0 million of cash, respectively, and issued 181,595 shares of the Company’s common stock on July 1, 2019. On August 1, 2019, the Company completed the second close with respect to the remaining 5% of the outstanding shares of capital stock of Uman. The Company paid to the Shareholders $0.8 million of cash and issued 9,557 shares of the Company’s common stock on August 1, 2019. The purchase price required under allocation is considered preliminary, and additional adjustments may be recorded during the Merger Agreement to the estimated fair value of assets acquired and liabilities assumed at the Closing Date, measurement period in accordance with the excess recorded as Goodwill; however, a detailed analysis has not been completed and actual results may differ from these estimates. The final allocation of the purchase price required under the Merger Agreement could differ materially from the preliminary allocation primarily because market prices, interest rates and other valuation variables will fluctuate over time and be different at the Closing Date compared to the amounts assumed for these pro forma adjustmentsASC 805. The following is a summary of tables summarize the estimated purchase price required under the Merger Agreement and preliminary purchase price allocation giving effect (in thousands): Cash, net of cash acquired $ 14,529 Shares of Quanterix common stock $ 5,467 Total estimated purchase price $ 19,996 The shares of the Company’s common stock transferred have not been, and will not be, registered under the Securities Act of 1933, as amended, and are therefore considered “restricted securities” under applicable federal and state securities laws. The shares are also subject to shareholder lock-up provisions which restrict the Merger as if it had been completed on April 30, 2019: Estimated cash consideration for Merger $ 2,028,479 Fair transferability of the shares. These restrictions were factored into the Company’s determination of the fair value of existing equity investment in WageWorks 77,400 Estimated purchase consideration $ 2,105,879 Cash $ 598,330 the shares of its common stock transferred as part of the Transaction. Short-term investments 183,603 Trade receivables, net 114,426 Other current assets 30,822 Property, plant and equipment, net 74,378 Operating lease ROU assets 24,095 Intangible assets, net 700,000 Goodwill 1,292,660 Other assets 33,300 Total assets acquired 3,051,614 $ 62 Accounts payable, accrued receivable 638 Inventory 2,804 Prepaid expenses and other current assets 53 Property and equipment 33 Intangibles 12,490 Goodwill 8,006 Total assets acquired 24,086 Accounts payable 20 Accrued compensation and benefits 57 Other accrued expenses 331 Other current liabilities (107,009 ) Operating lease 483 Non-current deferred tax liabilities (36,524 ) Customer obligations (660,437 ) Deferred tax liability (136,992 ) Other long-term liabilities (4,773 ) Fair value of net 3,199 Net assets acquired $ 2,105,879 WageWorks’s long19,996 The intangible assets identified in the purchase price allocation discussed above include non-term debt includes changecompete agreements, customer relationships, and know-of-control provisions and therefore will be paid off prior to how, which are amortized over their estimated useful lives based on the Closing Date and will pattern of consumption of the economic benefits or, if that pattern cannot be assumed by HealthEquity.readily determined, on a straight-line basis. The non-compete agreements preclude one or more parties from engaging in any business which is similar to, related to, or in any competition with, the business or products of another party, for a finite number of years after the effective date of the agreements. To value the non-compete agreements, the Company utilized the with-and-without method of the income approach, comparing projected cash flows under scenarios assuming the non-compete agreements were and were not in place. Customer relationships represent the underlying relationships with certain customers, excluding Quanterix, which are expected to continue in the future. The customer relationships were valued using the distributor method under the income approach. The know-how intangibles consist of Uman’s specialized technology and technical knowledge. To value the know-how, the Company utilized the multi-period excess earnings method under the income approach. The following table presents the estimated fair values of the identifiable intangible assets acquired (in thousands): Estimated fair value of intangible assets acquired: Non-compete agreement $ 340 Customer relationships 150 Know-how 12,000 Total identifiable intangible assets acquired $ 12,490

Preliminary Purchase Price Allocation. These Under the acquisition method of accounting, the identifiable assets acquired and liabilities assumed of Cavium are recognized and measured as of the acquisition date at fair value and added to those of Marvell. The determination of fair value used in the pro forma adjustments include presented herein are preliminary and based on management estimates of the fair value and useful lives of the assets acquired and liabilities assumed and have been prepared to illustrate the estimated effect of the Merger. The final determination of the purchase price allocation, upon the completion of the Merger, will be based on Cavium’s net assets acquired as of that date and will depend on a number of factors that cannot be predicted with certainty at this time. Therefore, the actual allocations will differ from the pro forma adjustments presented and such differences may be material. The allocation is dependent upon certain valuation and other studies that have not yet been completed. Accordingly, the pro forma purchase price allocation is subject to further adjustment as additional information becomes available and as additional analyses and final valuations are completed. There can be no assurances that these additional analyses and final valuations will not result in significant changes to the estimates of fair value set forth below. The following table sets forth a preliminary allocation of the estimated purchase price required under the Merger Agreement merger consideration to the estimated fair value of identifiable tangible and intangible assets acquired and liabilities assumed at the Closing Dateof Cavium based on Cavium’s unaudited condensed consolidated balance sheet as of March 31, 2018, with the excess recorded as Goodwill; however, a detailed analysis has not been completed to goodwill: Cash and actual results may differ from these estimates. The final allocation of the purchase price required under the Merger Agreement could differ materially from the preliminary allocation primarily because market prices, interest rates and other valuation variables will fluctuate over time and be different at the Closing Date compared to the amounts assumed for these pro forma adjustments. The following is a summary of the estimated purchase price required under the Merger Agreement and preliminary purchase price allocation giving effect to the Merger as if it had been completed on April 30, 2019: Estimated cash consideration for Merger equivalents $ 2,028,479 Fair value of existing equity investment in WageWorks 77,400 Estimated purchase consideration $ 2,105,879 Cash $ 598,330 Short-term investments 183,603 Trade receivables, net 114,426 Other current assets 30,822 Property, plant and equipment, net 74,378 Operating lease ROU assets 24,095 Intangible assets, net 700,000 Goodwill 1,292,660 Other assets 33,300 Total assets acquired 3,051,614 181,601 Accounts payable, accrued receivable 204,524 Inventories 310,000 Prepaid expenses and other current assets 29,121 Property and equipment 183,000 Goodwill (1) 3,556,225 Intangible assets 2,788,400 Other non-current assets 7,182 Accounts payable (83,952 ) Accrued liabilities (107,009 57,557 ) Operating lease liabilities Accrued employee compensation (36,524 23,086 ) Customer obligations Deferred income (660,437 6,751 ) Current portion of long-term debt (6,123 ) Long-term debt (601,535 ) Deferred tax liability (136,992 180,135 ) Non-current income taxes payable (3,345 ) Other longnon-term current liabilities (4,773 17,809 ) Fair value of net assets acquired (980,293 ) Estimated merger consideration $ 2,105,879 WageWorks’s long-term debt includes change-of-control provisions and therefore will be paid off prior to the Closing Date and will not be assumed by HealthEquity.6,279,760

Preliminary Purchase Price Allocation. These pro forma adjustments include a preliminary The table below summarizes the allocation of the estimated purchase price required under the Merger Agreement to the estimated fair value of tangible and intangible assets acquired and liabilities assumed at based on management’s preliminary estimates of their respective fair values for purposes of the Closing Datepro forma financial information as of the acquisition date, with August 18, 2021 (dollars in thousands): Cash paid $ 40,813 Common stock issued 20,287 Total Consideration 61,100 Cash and cash equivalents 44 Restricted cash and cash equivalents 89 Accounts receivable 389 Other current assets 267 Property and equipment 72 Intangible assets 60,674 Total assets acquired 61,535 Accounts payable and accrued expenses 399 Contract liabilities 36 Deferred tax liability, long-term 13,955 Total liabilities assumed 14,390 Fair value of identifiable net assets acquired 47,145 Goodwill $ 13,955 This preliminary purchase price allocation has been used to prepare pro forma adjustments in the excess recorded as Goodwill; howeverunaudited pro forma condensed combined balance sheet and statement of operations. Due to the recent completion of the acquisition, a detailed analysis has not been completed the determination of the purchase price and actual results may differ from these estimates. The final the allocation of the purchase price required under used in the Merger Agreement unaudited pro forma condensed combined financial information are based upon preliminary estimates, which are subject to change during the measurement period (up to one year from the acquisition date) as the Company finalizes the valuations of the assets acquired and liabilities assumed, including, but not limited accounts receivable, other current assets, property and equipment, intangible assets, accounts payable, and contract liabilities. The final allocation could differ materially from the preliminary allocation primarily because market prices, interest rates and other valuation variables will fluctuate over time and be different at used in the Closing Date compared to the amounts assumed for these pro forma adjustments. The following is a summary of the estimated purchase price required under the Merger Agreement and preliminary purchase price allocation giving effect to the Merger as if it had been completed on April 30, 2019: Estimated cash consideration for Merger $ 2,028,479 Fair value of existing equity investment in WageWorks 77,400 Estimated purchase consideration $ 2,105,879 Cash $ 598,330 Short-term investments 183,603 Trade receivables, net 114,426 Other current assets 30,822 Property, plant and equipment, net 74,378 Operating lease ROU assets 24,095 Intangible assets, net 700,000 Goodwill 1,292,660 Other assets 33,300 Total assets acquired 3,051,614 Accounts payable, accrued expenses and other current liabilities (107,009 ) Operating lease liabilities (36,524 ) Customer obligations (660,437 ) Deferred tax liability (136,992 ) Other long-term liabilities (4,773 ) Fair value of net assets acquired $ 2,105,879 WageWorks’s long-term debt includes change-of-control provisions and therefore will be paid off prior to the Closing Date and will not be assumed by HealthEquity.

Preliminary Purchase Price Allocation. These On December 15, 2017, the Company acquired IWCO for total consideration of approximately $469.2 million, net of purchase price adjustments. The Company financed the acquisition through a combination of proceeds from a $393 million Term Loan issued pursuant to the Senior Credit Facility, and $76.2 million of cash on hand, net of a $2.5 million receivable from escrow for working capital claims. The transaction price included one-time transaction incentive awards of $3.5 million paid to executives upon closing. In connection with the acquisition, the Company paid transaction costs of $1.5 million. The unaudited pro forma adjustments include a condensed combined financial information includes various assumptions, including those related to the preliminary purchase price allocation of the estimated purchase price required under the Merger Agreement to the estimated fair value of assets acquired and liabilities assumed at the Closing Date, with the excess recorded as Goodwill; however, a detailed analysis has not been completed and actual results may differ from these estimatesof IWCO based on management’s best estimates of fair value. The final purchase price allocation may vary based on final appraisals, valuations and analyses of the fair value of the acquired assets and assumed liabilities. Accordingly, the pro forma adjustments are preliminary and have been made solely for illustrative purposes. The following table shows the preliminary allocation of the purchase price required under the Merger Agreement could differ materially from the preliminary allocation primarily because market prices, interest rates and other valuation variables will fluctuate over time and be different at the Closing Date compared for IWCO to the amounts acquired identifiable assets, assumed for these liabilities and pro forma adjustments. The following is a summary of the estimated purchase price required under the Merger Agreement and preliminary purchase price allocation giving effect to the Merger as if it had been completed on April 30, 2019goodwill: Estimated cash consideration for Merger Accounts receivable $ 2,028,479 Fair value of existing equity investment in WageWorks 77,400 Estimated purchase consideration $ 2,105,879 Cash $ 598,330 Short-term investments 183,603 Trade receivables, net 114,426 47,841 Inventory 27,165 Other current assets 30,822 Property, plant 7,427 Property and equipment, net 74,378 Operating lease ROU equipment 87,976 Intangible assets 24,095 Intangible assets, net 700,000 210,920 Goodwill 1,292,660 265,999 Other assets 33,300 Total assets acquired 3,051,614 3,040 Accounts payable, accrued expenses payable (31,069 ) Accrued liabilities and other current liabilities (107,009 35,790 ) Operating lease Customer deposits (7,829 ) Deferred income taxes (86,832 ) Other liabilities (36,524 19,627 ) Customer obligations (660,437 ) Deferred tax liability (136,992 ) Other longTotal consideration $ 469,221 Acquired intangible assets include trademarks and tradenames valued at $20,520 and customer relationships of $190,400. The preliminary fair value estimate of trademarks and tradenames was prepared utilizing a relief from royalties method of valuation, while the preliminary fair value estimate of customer relationships was prepared using a multi-term liabilities (4,773 ) Fair period excess earnings method of valuation. The trademarks and tradenames intangible asset will be amortized on a straight line basis over a 3 year estimated useful life. The customer relationship intangible asset will be amortized over an estimated useful life of 15 years. The acquired property and equipment consist mainly of machinery and equipment. The fair value of net assets the acquired $ 2,105,879 WageWorks’s long-term debt includes change-of-control provisions property and therefore will be paid off prior equipment was estimated using the cost approach to value, and applying industry standard normal useful lives and inflationary indices. In the Closing Date preliminary allocation of the purchase price, the Company recognized $266 million of goodwill which arose primarily from the synergies in its business and will not be assumed by HealthEquitythe assembled workforce of IWCO.

Preliminary Purchase Price Allocation. These pro forma The aggregate purchase price for the Acquisition is $1,213,000 payable at closing, subject to certain customary adjustments include a preliminary allocation both at and post closing (the “Purchase Price”). ▇▇▇▇▇ may, subject to certain conditions, pay up to $200,000 of the Purchase Price in ▇▇▇▇▇ stock with the balance of the Purchase Price to be paid in cash. Total purchase consideration paid for the Acquisition is expected to be approximately $1,208,065, calculated as follows: Purchase Price $ 1,213,000 Less: Adjustments relating to liabilities assumed (4,935 ) Total Purchase Consideration $ 1,208,065 The estimated purchase price required under the Merger Agreement consideration of $1,208,065 has been allocated to the estimated fair value of assets acquired and liabilities assumed as follows: Accounts Receivable $ 126,317 Inventories 188,056 Prepaid Expenses 19,178 Property and Equipment 623,404 Other Intangible Assets 198,500 Goodwill 232,132 Other Assets 12,552 Accounts Payable (127,365 ) Accrued Salaries and Wages (31,913 ) Other Liabilities (18,796 ) Deferred Income Taxes (14,000 ) Total Purchase Consideration $ 1,208,065 For the purpose of preparing the unaudited pro forma combined condensed financial information, certain of the assets acquired and liabilities assumed have been measured at their estimated fair values as of March 31, 2009. A final determination of fair values will be based on the Closing Dateactual net tangible and intangible assets and liabilities of Food Americas that will exist on the date of the closing of the Acquisition and on our formal valuation and other studies when they are finalized. Accordingly, the fair values of the assets and liabilities included in the table above are preliminary and subject to change pending additional information that may become known to ▇▇▇▇▇. An increase in the fair value of inventory, property, plant and equipment or any identifiable intangible assets will reduce the amount of goodwill in the combined condensed financial information, and may result in increased depreciation and/or amortization expense. Of the $198,500 of acquired intangible assets, $105,000 was assigned to Customer Relationships with an estimated economic life of 20 years, $75,000 was allocated to Technology with an estimated economic life of 15 years, $15,000 was allocated to Tradenames with an economic life of 20 years, and $3,500 was allocated to Order Backlog with an economic life of less than 1 year. The determination of fair value for these assets was primarily based upon the excess recorded as Goodwill; howeverexpected discounted cash flows. The determination of useful life was based upon historical acquisition experience, a detailed analysis economic factors, and future cash flows of the combined company. The estimated annual amortization expense for these acquired intangible assets is approximately $11,000, using straight-line amortization, and has been included in the Unaudited Pro Forma Combined Condensed Statements of Income. This amount does not include $3,500 related to Order Backlog which has not been completed and actual results may differ from these estimatesincluded in the Unaudited Pro Forma Combined Condensed Statements of Income as it is considered non-recurring. Inventories reflect an adjustment of $9,555 to record the inventory at its estimated fair market value. This amount is recorded in the March 31, 2009 Unaudited Pro Forma Combined Condensed Balance Sheet. The final allocation increased inventory valuation will temporarily impact ▇▇▇▇▇’ cost of sales after closing and therefore it is considered non-recurring and is not included in the Unaudited Pro Forma Combined Condensed Statements of Income. Property, Plant and Equipment reflects an adjustment of $54,927 to record at estimated fair market value. A preliminary net deferred tax liability of $14,000 has been recognized in accordance with accounting for income taxes. This amount relates to $7,718 assumed as part of the purchase price required under the Merger Agreement could differ materially from the preliminary allocation primarily because market pricestransaction, interest rates and other valuation variables will fluctuate over time and be different at the Closing Date compared plus $6,282 relating to the amounts assumed for these pro forma adjustmentstax effect on differences between the values assigned and the estimated tax basis of assets and liabilities acquired. The following is a summary Other assets reflect an adjustment of $10,702 to record assets related to the indemnity provisions of the estimated purchase price required under the Merger Agreement Agreement, and preliminary purchase price allocation giving effect are primarily related to the Merger as if it had been completed on April 30, 2019: Estimated cash consideration for Merger $ 2,028,479 Fair value of existing equity investment in WageWorks 77,400 Estimated purchase consideration $ 2,105,879 Cash $ 598,330 Short-term investments 183,603 Trade receivables, net 114,426 Other current assets 30,822 Property, plant environmental and equipment, net 74,378 Operating lease ROU assets 24,095 Intangible assets, net 700,000 Goodwill 1,292,660 Other assets 33,300 Total assets acquired 3,051,614 Accounts payable, accrued expenses and other current liabilities (107,009 ) Operating lease liabilities (36,524 ) Customer obligations (660,437 ) Deferred tax liability (136,992 ) Other long-term liabilities (4,773 ) Fair value of net assets acquired $ 2,105,879 WageWorks’s long-term debt includes change-of-control provisions and therefore will be paid off prior to the Closing Date and will not be assumed by HealthEquitymatters.

Preliminary Purchase Price Allocation. These The table below represents the preliminary purchase price allocation for Badcock based on estimates, assumptions, valuations and other analyses as of the Closing Date, which have not been finalized in order to make a definitive allocation. Accordingly, the pro forma adjustments include a to allocate the merger consideration will remain preliminary allocation of until Conn’s management finalizes the estimated purchase price required under the Merger Agreement to the estimated fair value values of assets acquired and liabilities assumed at the Closing Dateassumed. The final amounts allocated to assets acquired and liabilities assumed, with the excess recorded as Goodwill; howeverand therefore, a detailed analysis has calculation of goodwill (bargain purchase), are dependent upon certain valuation and other studies that have not yet been completed and actual results may differ from these estimates. The final allocation of the purchase price required under the Merger Agreement could differ materially from the preliminary allocation primarily because market pricesamounts presented in the unaudited pro forma combined financial statements. The accompanying unaudited pro forma condensed combined financial statements reflect a purchase price of approximately $69.27 million, interest rates determined as of December 18, 2023, which consists of the following (in thousands, except exchange ratio and price): Preliminary Purchase Price $ 69,267 Cash and cash equivalents $ 3,714 Customer accounts receivable, net of allowance 90,353 Securitized accounts receivable, current 179,170 Other accounts receivable 2,670 Inventories 126,377 Prepaid expenses and other valuation variables will fluctuate over time and be different at the Closing Date compared to the amounts assumed for these pro forma adjustments. The following is a summary of the estimated purchase price required under the Merger Agreement and preliminary purchase price allocation giving effect to the Merger as if it had been completed on April 30, 2019: Estimated cash consideration for Merger $ 2,028,479 Fair value of existing equity investment in WageWorks 77,400 Estimated purchase consideration $ 2,105,879 Cash $ 598,330 Short-term investments 183,603 Trade receivables, net 114,426 Other current assets 30,822 Property, plant 6,563 Property and equipment, net 74,378 49,022 Operating lease ROU assets 24,095 right-of-use asset 221,641 Securitized accounts receivable, non-current 26,773 Intangible assets, net 700,000 Goodwill 1,292,660 20,500 Other assets 33,300 Total assets acquired 3,051,614 2,235 Current operating lease obligations 16,142 Accounts payablepayable 24,630 Accrued compensation and related expenses 4,818 Accrued expenses 46,673 Income taxes payable 4,225 Securitized Borrowing, accrued expenses current 166,361 Short-term debt 2,162 Operating lease liability - non-current 202,122 Deferred revenues and other credits 5,097 Securitized Borrowing, non-current liabilities (107,009 ) Operating lease liabilities (36,524 ) Customer obligations (660,437 ) 24,858 Long-term debt 53 Deferred tax liability (136,992 ) 8,964 Other long-term liabilities 1,308 Closing Consideration The following table represents the estimated closing consideration: Number of shares outstanding as of Closing Date 24,540 Share price $ 2.85 Stock consideration 69,940 Discount for lack of marketability (4,773 7,693) Fair Total stock consideration $ 62,246 WSBC Acquisition-related costs 7,021 Adjustments in the unaudited pro forma financial information are represented by the following: a. Cash consideration in the form of transaction costs paid on behalf of Badcock by Conn’s b. Reflects adjustment to reflect balance at fair value The following table summarizes the estimated fair values of Badcock’s identifiable intangible assets and their fair value as a percentage of the purchase consideration. Badcock Trade Names $ 20,500 29.6% Customer Relationships — —% Total assets acquired 20,500 29.6% c. Reflects accrued retention bonus to retain Badcock employees through the transaction d. Reflects accrual of transaction costs incurred by Conn’s. These non-recurring costs are not included in the unaudited pro forma combined statement of operations. The adjustment does not include severance, restructuring or other costs that may result from the acquisition. e. Reflects the contingently redeemable preferred stock purchase consideration f. Reflects the elimination of the historical Badcock’s APIC and preferred and common stock g. The fair value of the net assets acquired $ 2,105,879 WageWorks’s long-term debt includes change-of-control provisions exceeded the purchase consideration, resulting in a bargain purchase gain h. Impact on accumulated deficit, as follows: 1. Reflects the total transaction costs of $13.31 million not recorded in historical financial statements as of October 31, 2023 2. Reflects the retention bonus expense of $250 thousand not historically recorded in the historical financial statements as of October 31, 2023 3. Reflects removal of historical Badcock accumulated loss of $53.1 million 4. Remaining amount is the bargain purchase gain, resulting from the fair value of the net assets acquired exceeding the purchase consideration i. Impact on cost of goods sold, as follows: 1. Reflects $105 thousand of depreciation stemming from the step up FV adjustment to property, plant and therefore will be paid off prior to the Closing Date and will not be assumed by HealthEquity.equipment