Common use of Preliminary Purchase Price Allocation Clause in Contracts

Preliminary Purchase Price Allocation. For the purpose of the unaudited pro forma condensed combined financial statements, the purchase price of Muuto has been allocated to the Company’s tangible and identifiable intangible assets acquired and liabilities assumed, based on their estimated fair values. The excess of the purchase price over the net tangible and identifiable intangible assets will be recorded as goodwill. The preliminary allocation of purchase price is based upon a valuation undertaken by the Company and is subject to change during the measurement period. These changes, including those resulting from conforming ▇▇▇▇▇’s accounting policies to those of the Company, could differ materially from the pro forma adjustments presented herein and could result in material variances between the Company’s future financial results and the amounts presented in the unaudited pro forma condensed combined financial statements, including variances in fair values recorded, as well as expenses and cash flows associated with them. The Company expects to continue to obtain information to assist it in determining the fair value of the net assets acquired at the Muuto Acquisition date and during the measurement period. The Company’s preliminary purchase price allocation for Muuto based on the estimated fair values as of December 31, 2017 is as follows (in thousands): Cash $ — Customer receivables 10,051 Inventory 13,536 Other current assets 1,096 Property, plant, and equipment, net 1,253 Intangible assets 131,244 Other non-current assets 309 Accounts payable 6,584 Other current liabilities 11,427 Deferred income taxes 29,744 Fair value of net acquired identifiable assets and liabilities $ 109,734 Purchase price $ 307,503 Less: Fair value of net acquired identifiable assets and liabilities 109,734 Goodwill $ 197,769 Currently, the Company has not recorded any pre-acquisition contingencies related to Muuto as of the acquisition date; however, the Company continues to gather information and to evaluate whether any pre-acquisition contingencies have been assumed. If identified, such amounts will be included in the purchase price allocation at their fair value and will result in additional goodwill.

Preliminary Purchase Price Allocation. For The Merger will be accounted for as an acquisition in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”) which requires the purpose allocation of purchase consideration to the fair value of the identified assets acquired and liabilities assumed upon consummation of a business combination. The preliminary allocation of the purchase price over the fair value of the identified assets to be acquired and liabilities to be assumed upon consummation of the Merger is as follows: Purchase price (in cash) $ 2,314,559 Cash and cash equivalents 236,513 Accounts receivable, net 155,484 Unbilled revenue 13,200 Other current assets 10,438 Property and equipment, net 9,341 Intangible assets, net 754,000 Other non-current assets, net 1,862 Right of use assets 10,809 Deferred tax asset (187,692) Goodwill 1,479,018 Current liabilities (147,268) Deferred revenue, current (3,865) Deferred tax liabilities (1,097) Lease liabilities (11,250) Other long term liabilities (4,934) Net assets acquired $ 2,314,559 The excess of the purchase price over the fair value of the assets to be acquired and liabilities to be assumed is presented as goodwill in the unaudited pro forma condensed combined financial statements, balance sheet. The final allocation of the purchase price will be dependent on a number of Muuto has been allocated to factors, including the Company’s final valuation of the fair value of tangible and identifiable intangible assets acquired and liabilities assumed, based on their estimated fair values. The excess assumed as of the closing date of the Merger. Accordingly, the preliminary purchase price over the net tangible allocation and identifiable intangible assets will be recorded as goodwill. The preliminary allocation of purchase price is based upon a valuation undertaken by the Company and is subject to change during the measurement period. These changes, including those resulting from conforming ▇▇▇▇▇’s acquisition accounting policies to those of the Company, could differ materially from the pro forma adjustments presented herein and could result in material variances between the Company’s future financial results and the amounts presented reflected in the unaudited pro forma condensed combined financial statements, including variances information have been made solely for the purpose of preparing these statements and may change upon the receipt of additional and more detailed information. Such changes could result in fair values recorded, as well as expenses and cash flows associated with thema material change to the unaudited pro forma condensed combined financial information. The Company expects unaudited pro forma condensed combined financial information has been adjusted to continue to obtain reflect certain reclassifications of NIC's historical financial information to assist it in determining conform to the fair value of the net assets acquired at the Muuto Acquisition date and during the measurement period. The Company’s preliminary purchase price allocation for Muuto based on the estimated fair values financial statement presentation as of December 31, 2017 is as follows (in thousands): Cash $ — Customer receivables 10,051 Inventory 13,536 Other current assets 1,096 Property, plant, and equipment, net 1,253 Intangible assets 131,244 Other non-current assets 309 Accounts payable 6,584 Other current liabilities 11,427 Deferred income taxes 29,744 Fair value of net acquired identifiable assets and liabilities $ 109,734 Purchase price $ 307,503 Less: Fair value of net acquired identifiable assets and liabilities 109,734 Goodwill $ 197,769 Currently, the Company has not recorded any pre-acquisition contingencies related to Muuto as of the acquisition date; however, the Company continues to gather information and to evaluate whether any pre-acquisition contingencies have been assumed. If identified, such amounts will be included shown in the purchase price allocation at their fair value and will result in additional goodwill.table below:

Preliminary Purchase Price Allocation. For Total consideration for the purpose acquisition of FutureScripts consisted of cash payments of $225.5 million. The purchase price was funded from our cash on hand. The purchase price of FutureScripts was largely determined on the basis of management’s expectations of future earnings and cash flows, resulting in the recognition of goodwill. The pro forma purchase price allocation below has been developed based on preliminary estimates of fair value using the historical financial statements of FutureScripts as of June 30, 2010. In addition, the allocation of the unaudited pro forma condensed combined financial statementspurchase price to acquired intangible assets is based on preliminary fair value estimates and subject to the completion of management’s final analysis. Management’s preliminary allocation of the purchase price to the net assets acquired resulted in trade name intangibles of $20.0 million with an estimated useful life of 20 years, and customer contract intangibles of $90.0 million with an estimated useful life of 10 years. Because 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 is subject to adjustment. The residual amount of Muuto the purchase price after preliminary allocation to net assets acquired and identifiable intangibles has been allocated to the Company’s tangible and identifiable intangible assets acquired and liabilities assumed, based on their estimated fair values. The excess of the purchase price over the net tangible and identifiable intangible assets will be recorded as goodwill. The preliminary allocation of purchase price is based upon a valuation undertaken by the Company actual amounts recorded using acquisition date assets and is subject to change during the measurement period. These changes, including those resulting from conforming ▇▇▇▇▇’s accounting policies to those of the Company, could liabilities may differ materially from the pro forma adjustments presented herein and could result in material variances between the Company’s future financial results and the amounts presented in the unaudited pro forma condensed combined financial statements, including variances in fair values recorded, as well as expenses and cash flows associated with them. The Company expects to continue to obtain information to assist it in determining the fair value of the net assets acquired at the Muuto Acquisition date and during the measurement period. The Company’s preliminary purchase price allocation for Muuto based on the estimated fair values as of December 31, 2017 is as follows (in thousands): Cash $ — Customer receivables 10,051 Inventory 13,536 Other current 225,488 Total consideration 225,488 Current assets 1,096 (primarily accounts receivable and rebates receivable) 52,713 Intangible assets 110,000 Property, plantplant and equipment 136 Liabilities assumed (primarily trade payable and rebates payable) (46,330 ) Total identified net assets 116,519 Goodwill $ 108,969 The identifiable net assets acquired, as used in the calculation above, exclude certain property and equipment, net 1,253 Intangible assets 131,244 Other non-deferred tax assets, affiliate loan payable, other current assets 309 Accounts payable 6,584 Other and current liabilities, and other liabilities 11,427 Deferred income taxes 29,744 Fair value of net acquired identifiable which were not assumed in accordance with the Purchase Agreement. We have determined that goodwill and intangible assets and liabilities $ 109,734 Purchase price $ 307,503 Less: Fair value of net acquired identifiable assets and liabilities 109,734 Goodwill $ 197,769 Currently, the Company has not recorded any pre-acquisition contingencies related to Muuto as of arising from the acquisition date; however, the Company continues to gather information and to evaluate whether any pre-acquisition contingencies have been assumed. If identified, such amounts will be included in deductible for tax purposes. The transaction will be treated as an asset purchase for tax purposes, with the tax basis assets adjusted to reflect the purchase price allocation at their fair value and will result in additional goodwillprice.

Preliminary Purchase Price Allocation. For On January 31, 2017, the Company entered into a Stock Purchase Agreement to acquire all of the outstanding capital stock of Double-Take. Double-Take develops, sells, and supports affordable software that allows IT organizations of all sizes to move, manage, protect, and recover workloads across any distance and any combination of physical and virtual server environments. Double-Take’s products and services are marketed and sold worldwide through their direct sales force and a network of business partners and distributors. The following table summarizes the preliminary purchase price allocation as if the acquisition had occurred on December 31, 2016, which is the assumed acquisition date for the purpose of the unaudited pro forma condensed combined financial statementsbalance sheet (in thousands): Fair value of consideration transferred: Cash, the purchase price net of Muuto has been allocated to the Company’s tangible and identifiable intangible cash acquired $ 58,862 Fair value of equity instruments 5,733 Fair value of total consideration $ 64,595 Fair value of assets acquired and liabilities assumed: Accounts receivable, based net $ 6,208 Prepaid and other current assets 158 Property and equipment 442 Other long-term assets 42 Intangible assets 35,300 Goodwill 49,779 Total assets acquired 91,929 Accounts payable (637 ) Accrued liabilities (2,051 ) Other current liabilities (100 ) Deferred revenues (10,500 ) Deferred tax liability (13,898 ) Other non-current liabilities (148 ) Net assets acquired $ 64,595 The significant intangible assets identified in the preliminary purchase price allocation discussed above include developed technology, tradenames and customer relationships, which are amortizing over their respective useful lives on their estimated fair valuesa straight line basis. The excess preliminary allocations of the purchase price over are subject to revisions as additional information is obtained about the net tangible facts and identifiable intangible assets will be recorded circumstances that existed as goodwillof the acquisition date. Developed technology consists of products that have reached technological feasibility and tradenames represent acquired company and product names. To value the developed technology asset, the Company utilized the income approach, specifically a discounted cash-flow method known as the multi-period excess earnings method. The preliminary allocation of purchase price is based upon tradename intangible was valued using a valuation undertaken by relief from royalty method, which considers both the Company and is subject to change during the measurement period. These changes, including those resulting from conforming ▇▇▇▇▇’s accounting policies to those of the Company, could differ materially from the pro forma adjustments presented herein and could result in material variances between the Company’s future financial results market approach and the amounts presented in income approach. Customer relationships represent the unaudited pro forma condensed combined financial statements, including variances in fair values recorded, as well as expenses and cash flows associated underlying relationships with themcertain customers to provide ongoing services for products sold. The Company expects utilized the replacement cost/lost profits methodology to continue to obtain information to assist it in determining derive the fair value of the net assets acquired at the Muuto Acquisition date and during the measurement periodcustomer relationships. The Company’s preliminary purchase price allocation for Muuto based on following table presents the estimated fair values as of December 31, 2017 is as follows (in thousands): Cash $ — Customer receivables 10,051 Inventory 13,536 Other current assets 1,096 Property, plant, and equipment, net 1,253 Intangible assets 131,244 Other non-current assets 309 Accounts payable 6,584 Other current liabilities 11,427 Deferred income taxes 29,744 Fair value of net acquired identifiable assets and liabilities $ 109,734 Purchase price $ 307,503 Less: Fair value of net acquired identifiable assets and liabilities 109,734 Goodwill $ 197,769 Currently, the Company has not recorded any pre-acquisition contingencies related to Muuto as useful lives of the acquisition date; however, the Company continues to gather information and to evaluate whether any pre-acquisition contingencies have been assumed. If identified, such amounts will be included in the purchase price allocation at their fair value and will result in additional goodwill.identifiable intangible assets acquired: Amount Weighted Average UsefulLife Developed technology $ 29,300 5 Customer relationships 4,500 6 Tradenames 1,500 8 Total identifiable intangible assets $ 35,300

Preliminary Purchase Price Allocation. For Altair completed the purpose acquisition of Datawatch for consideration of approximately $183.9 million which consisted of consideration paid to former holders of common stock of Datawatch at $13.10 a share, or $168.2 million, approximately $6.7 million to former holders of outstanding Datawatch restricted stock awards where vesting accelerated immediately prior to the merger based on change-in-control provisions in the original award, and $8.5 million to settle Datawatch debt. In addition, Altair incurred a liability of approximately $0.5 million payable to former holders of unvested Datawatch equity awards for which service had been rendered at the acquisition date. Altair financed the acquisition with cash on hand and a drawdown of $30 million on its existing credit facility. The acquisition of Datawatch has been accounted for as a business combination, under the acquisition method of accounting, which results in acquired assets and assumed liabilities being measured at their estimated fair values as of December 13, 2018, the acquisition date. As of the unaudited pro forma condensed combined financial statementsacquisition date, goodwill is measured as the excess of consideration transferred over the estimated fair values of the net acquisition date fair values of the assets acquired and liabilities assumed. The preliminary acquisition date fair value of the consideration transferred for Datawatch was approximately $183.9 million which consisted of the following (in thousands): Cash paid to equity holders $ 168,168 ▇▇▇▇ paid to settle RSUs and stock options vested at acquisition date 6,723 Liability assumed for cash-settled restricted awards 536 Cash paid for outstanding acquiree debt 8,484 $ 183,911 The following table summarizes the preliminary estimated fair values of assets acquired and liabilities assumed as of the date of acquisition (in thousands): Cash $ 13,735 Accounts receivable 9,802 Other assets 4,259 Property and equipment 1,047 Intangible assets 46,400 Goodwill 128,045 Accounts payable, accrued expenses, and other liabilities (5,654 ) Deferred revenue (5,327 ) Other long term liabilities (8,396 ) Net assets acquired $ 183,911 The excess of preliminary fair value of purchase price consideration over the preliminary fair value of Muuto has been allocated net tangible and identifiable intangible assets acquired was recorded as goodwill. The preliminary fair values assigned to the Company’s tangible and identifiable intangible assets acquired and liabilities assumed, assumed are based on their management’s estimates and assumptions. The preliminary estimated fair valuesvalues of assets acquired and liabilities assumed may be subject to change as additional information is obtained. Thus, the provisional measurements of fair value set forth above are subject to change. The excess Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. The following table sets forth the components of intangible assets acquired (in thousands) and their preliminary estimated useful lives as of the purchase price over the net tangible and date of acquisition: Trade names $ 7,400 Indefinite Developed technology 22,600 6 Customer relationships 16,400 10 Total identifiable intangible assets $ 46,400 Developed technology represents the preliminary estimated fair value of Datawatch’s software intellectual property, which consists of software products serving the self-service data preparation, predictive analytics and visual data discovery markets. Customer relationships represent the preliminary estimated fair values of the underlying relationships with Datawatch customers. Developed technology will be recorded as goodwillamortized on a straight-line basis; Customer Relationships will be amortized using an accelerated amortization method. The preliminary allocation of purchase price goodwill balance is based upon a valuation undertaken by primarily attributed to the Company assembled workforce and is subject to change during the measurement period. These changes, including those resulting from conforming ▇▇▇▇▇’s accounting policies to those of the Company, could differ materially from the pro forma adjustments presented herein and could result in material variances between expanded market opportunities when integrating Datawatch technology with the Company’s future financial results other offerings. Virtually all of the goodwill generated in the acquisition of Datawatch is not deductible for U.S. income tax purposes. The consummation of the merger resulted in a change in control which accelerated vesting for certain restricted stock units (“RSUs”) of Datawatch. These RSUs were converted into the right to receive merger consideration in the amount of $6.7 million, which is included in total consideration transferred. The consummation of the merger also modified certain Datawatch RSUs without change in control provisions. These RSUs were modified such that the holder has the right to receive cash payments upon vesting at $13.10 per share in the amount of $3.9 million, of which $0.5 million was allocated to pre-combination expense and consideration paid as it relates to service rendered by Datawatch employees prior to the acquisition date. Altair has made certain reclassifications to the Datawatch historical balance sheet and statements of operations for the purposes of preparing the unaudited pro forma condensed combined balance sheet as of September 30, 2018 and the amounts presented unaudited pro forma condensed combined statement of operations for the year ended September 30, 2017 and the nine-month period ended June 30, 2018 to conform to Altair’s historical presentation as detailed below. Reclassifications in the unaudited pro forma condensed combined financial statements, including variances in fair values recorded, as well as expenses and cash flows associated with them. The Company expects to continue to obtain information to assist it in determining the fair value of the net assets acquired at the Muuto Acquisition date and during the measurement period. The Company’s preliminary purchase price allocation for Muuto based on the estimated fair values balance sheet as of December 31September 30, 2017 is as follows 2018 (in thousands): CURRENT ASSETS: Cash and cash equivalents $ 13,735 $ — Customer receivables 10,051 Inventory 13,536 Other $ — $ — $ — $ 13,735 Accounts receivable, net 9,802 — — — 9,802 Prepaid expenses and other current assets 1,096 Property, plant, 2,131 — — — 2,131 Unbilled accounts receivable 2,805 (2,805 ) — — — — Total current assets 28,473 (2,805 ) — — — 25,668 Property and equipment, net 1,253 Intangible 1,047 — — — — 1,047 Goodwill 21,518 — — — — 21,518 Other intangible assets, net 4,775 — 3,743 — — 8,518 Other long-term assets 131,244 2,092 — — — — 2,092 Acquired intellectual property, net 3,743 (3,743 ) — — — TOTAL ASSETS $ 61,684 $ (2,805 ) $ — $ — $ — $ 58,879 CURRENT LIABILITIES: Current portion of long-term debt $ 2,044 $ — $ — $ — $ — $ 2,044 Accounts payable 2,074 — — — — 2,074 Other accrued expenses and current liabilities — — — 3,044 — 3,044 Deferred revenue 18,191 (2,805 ) — — — 15,386 Total current liabilities 25,353 (2,805 ) — — — 22,548 Long-term debt, net of current portion 6,440 — — — — 6,440 Deferred revenue, non-current assets 309 Accounts payable 6,584 2,078 — — — — 2,078 Stock-based compensation awards — — — — — — Other long-term liabilities 448 — — — 848 1,296 Deferred tax liability 848 — — — (848 ) — TOTAL LIABILITIES 35,167 (2,805 ) — — — 32,362 Commitments and contingencies STOCKHOLDERS’ EQUITY: TOTAL STOCKHOLDERS’ EQUITY 26,517 — — — — 26,517 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 61,684 $ (2,805 ) $ — $ — $ — $ 58,879 (a) Represents the reduction of $2.8 million in Unbilled accounts receivable and Deferred revenue to align Datawatch’s policy for classification of Unbilled accounts receivable and Deferred revenue to Altair’s policy. (b) Represents the reclassification of $3.7 million in Acquired intellectual property to Other intangible assets, net. (c) Represents the reclassification of $3.0 million in Accrued expenses to Other accrued expenses and current liabilities 11,427 liabilities. (d) Represents the reclassification of $0.8 million in Deferred tax liability to Other long-term liabilities. Reclassifications in the unaudited pro forma condensed combined statement of operations for the nine-month period ended June 30, 2018 (in thousands): Revenues: Software $ 17,607 $ 11,425 $ — $ — $ — $ — $ 29,032 Software related services — 1,060 — — — — 1,060 Maintenance 11,425 (11,425 ) — — — — — Total software 30,092 — — — — — 30,092 Total revenue 30,092 — — — — — 30,092 Cost of revenue Software 929 — 2,603 — — — 3,532 Cost of maintenance and services 2,603 — (2,603 ) — — — — Total software 3,532 — — — — — 3,532 Total cost of revenue 3,532 — — — — — 3,532 Gross profit 26,560 — — — — — 26,560 Operating expenses: — Research and development — — — 8,407 — — 8,407 Sales and marketing 16,420 — — — — (400 ) 16,020 General and administrative 8,791 — — — — — 8,791 Engineering and product development 8,407 (8,407 ) — — — Total operating expenses 33,618 — — — — — 33,618 Interest expense 254 — — — — — 254 Other (income) expense, net (55 ) — — — (294 ) — (349 ) Foreign currency transaction loss (294 ) — — — 294 — — Income (loss) before income taxes 29,744 Fair value (6,963 ) — — — — — (6,963 ) Net income (loss) $ (6,980 ) $ — $ — $ — $ — $ — $ (6,980 ) (a) Represents the reclassification of net acquired identifiable assets $11.4 million from Maintenance revenue to Software, and liabilities $ 109,734 Purchase price $ 307,503 Less: Fair value $1.1 million from Professional services to Software related services. (b) Represents the reclassification of net acquired identifiable assets $2.6 million from Cost of maintenance and liabilities 109,734 Goodwill $ 197,769 Currentlyservices to Cost of revenue, Software. (c) Represents the Company has not recorded any pre-acquisition contingencies related reclassification of $8.4 million from Engineering and product development to Muuto as Research and development. (d) Represents the reclassification of $0.3 million from Foreign currency transaction loss to Other (income) expense, net. (e) Represents the acquisition date; however, the Company continues reclassification of $0.4 million from Sales and marketing to gather information and to evaluate whether any pre-acquisition contingencies have been assumedAmortization of intangible assets. If identified, such amounts will be included Reclassifications in the purchase price allocation at their fair value and will result unaudited pro forma condensed combined statement of operations for the year ended September 30, 2017 (in additional goodwill.thousands):

Preliminary Purchase Price Allocation. For Under the purpose acquisition method of the unaudited pro forma condensed combined financial statementsaccounting, the purchase price of Muuto has been allocated to the Company’s tangible and identifiable intangible assets acquired and liabilities assumed, based on their estimated fair values. The excess of the purchase price over the net tangible and identifiable intangible assets will be recorded as goodwill. The preliminary allocation of purchase price is based upon a valuation undertaken by the Company and is subject to change during the measurement period. These changes, including those resulting from conforming C▇▇▇▇▇’s accounting policies identifiable assets acquired and liabilities assumed by the Company have been recorded at the acquisition date fair values and added to those of the Company, could differ materially from the . The pro forma adjustments presented herein are preliminary and based on estimates of the fair value and useful lives of the assets acquired and liabilities assumed and are prepared to illustrate the estimated effect of the Transactions. The final amounts allocated to assets acquired and liabilities assumed could result in material variances between the Company’s future financial results and differ significantly from the amounts presented in the unaudited pro forma condensed combined financial statements. Accordingly, including variances 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 material changes to the estimates of fair values recordedvalue set forth below. The following table summarizes the preliminary allocation of the consideration to Coyote’s identifiable tangible and intangible assets acquired and liabilities assumed by the Company, as well if the Transactions had been completed on June 30, 2024, based on the unaudited combined balance sheet of Coyote as of June 30, 2024, with the excess recorded as goodwill: Accounts receivable, net $ 342 Other current assets 28 Property and equipment, net 65 Intangible assets, net 508 Operating lease assets 91 Other long-term assets 18 Total assets $ 1,052 Accounts payable $ (227 ) Accrued expenses and cash flows associated with them. The Company expects to continue to obtain information to assist it in determining (21 ) Short-term operating lease liabilities (15 ) Other current liabilities (3 ) Deferred tax liabilities (125 ) Long-term operating lease liabilities (76 ) Other long-term liabilities (30 ) Total liabilities $ (497 ) Net assets acquired (a) 555 Estimated purchase consideration (b) 1,025 Estimated goodwill (b) - (a) $ 470 Goodwill represents the excess of consideration transferred over the estimated fair value of the underlying net assets acquired acquired. Goodwill will not be amortized but instead will be reviewed for impairment at least annually, absent any indicators of impairment. Goodwill is attributable to synergies expected to be achieved from the Muuto Acquisition date and during the measurement period. The Company’s preliminary purchase price allocation for Muuto based on the estimated fair values as combined operations of December 31, 2017 is as follows (in thousands): Cash $ — Customer receivables 10,051 Inventory 13,536 Other current assets 1,096 Property, plant, and equipment, net 1,253 Intangible assets 131,244 Other non-current assets 309 Accounts payable 6,584 Other current liabilities 11,427 Deferred income taxes 29,744 Fair value of net acquired identifiable assets and liabilities $ 109,734 Purchase price $ 307,503 Less: Fair value of net acquired identifiable assets and liabilities 109,734 Goodwill $ 197,769 Currently, the Company has not recorded any pre-acquisition contingencies related to Muuto as of the acquisition date; however, the Company continues to gather information and to evaluate whether any pre-acquisition contingencies have been assumedCoyote. If identified, such amounts will be included G▇▇▇▇▇▇▇ recognized in the purchase price allocation at their fair value and will result in additional goodwillTransactions is not expected to be deductible for tax purposes.

Preliminary Purchase Price Allocation. For the purpose of the unaudited pro forma condensed combined financial statements, the The purchase price of Muuto for the Trinity Acquisition has been allocated to the Company’s tangible assets acquired and identifiable intangible liabilities assumed for purposes of this pro forma financial information based on their estimated relative fair values. The purchase price allocation herein is preliminary. The final purchase price allocation for the Trinity Acquisition will be determined after completion of a thorough analysis to determine the fair value of all assets acquired and liabilities assumed but in no event later than one year following completion of the Trinity Acquisition. Accordingly, the final acquisition accounting adjustments could differ materially from the accounting adjustments included in the pro forma financial statements presented herein. Any increase or decrease in the fair value of the assets acquired and liabilities assumed, based on their estimated fair valuesas compared to the information shown herein, could also change the portion of purchase price allocable to goodwill and could impact the operating results of the Company following the acquisition due to differences in purchase price allocation, depreciation and amortization related to some of these assets and liabilities. The excess acquisition of Trinity is being accounted for as a business combination under ASC 805. Due to the purchase price over transaction closing late in the net tangible and second quarter the Company is continuing to gather evidence to evaluate what identifiable intangible assets will be recorded were acquired, such as goodwill. The preliminary allocation of purchase price is based upon a valuation undertaken by the Company and is subject to change during the measurement period. These changescustomer list, including those resulting from conforming ▇▇▇▇▇’s accounting policies to those of the Company, could differ materially from the pro forma adjustments presented herein and could result in material variances between the Company’s future financial results and the amounts presented in the unaudited pro forma condensed combined financial statementsfair value of each, including variances in fair values recorded, as well as expenses and cash flows associated with them. The Company expects to continue to obtain information to assist it in determining finalize the fair value of the net acquired assets acquired at the Muuto Acquisition date and during the measurement period. The Company’s preliminary purchase price allocation for Muuto based on the estimated fair values as of December 31, 2017 is as follows (in thousands): Cash $ — Customer receivables 10,051 Inventory 13,536 Other current assets 1,096 Property, plant, and equipment, net 1,253 Intangible assets 131,244 Other non-current assets 309 Accounts payable 6,584 Other current liabilities 11,427 Deferred income taxes 29,744 Fair value of net acquired identifiable assets and liabilities $ 109,734 Purchase price $ 307,503 Less: Fair value of net acquired identifiable assets and liabilities 109,734 Goodwill $ 197,769 Currently, the Company has not recorded any pre-acquisition contingencies related to Muuto as within one year of the acquisition date; however, . The following information summarizes the Company continues provisional purchase consideration and preliminary allocation of the fair values assigned to gather information and to evaluate whether any pre-acquisition contingencies have been assumed. If identified, such amounts will be included in the assets at the purchase price allocation at their fair value date: Cash $ 500,000 Preferred stock, Series A issued 1,840,000 Total preliminary purchase consideration $ 2,340,000 Preliminary Purchase Price Allocation Cash $ 95,858 Accounts receivable 1,377,985 Prepaid expenses 29,463 Property and will result in additional goodwill.equipment 2,557,533 Right of use assets – operating leases 87,900 Accounts payable and accrued expenses (795,046 ) Right of use assets – operating leases (87,900 ) Notes payable (925,793 ) $ 2,340,000

Preliminary Purchase Price Allocation. For On November 26, 2024, Fusion Fuel completed the purpose Acquisition pursuant to the Purchase Agreement. Under the terms of the unaudited Purchase Agreement, 78,312,334 shares of common stock and 20,000 shares of Series B Preferred Stock of QIND were sold, representing approximately 67.04% of QIND’s equity value. On the date of the Share Conversion, 4,171,327 Series A Preferred Shares that were issued to the shareholders of QIND will convert into 41,713,270 Class A Ordinary Shares and in exchange for the remaining outstanding capital stock of QIND. On the date of the Merger, QIND will be merged into a wholly-owned subsidiary of Fusion Fuel. The purchase price for the Acquisition was structured through a share swap whereby Fusion Fuel issued 3,818,969 Class A Ordinary Shares (representing 19.99% of Fusion Fuel’s issued shares), and 4,171,327 Series A Convertible Preferred Shares, which will convert on the Share Conversion date into 41,713,270 Class A Ordinary Shares upon shareholder and Nasdaq approval. The pro forma condensed combined financial statementsstatements have been prepared on the basis of the acquisition method, in accordance with IFRS 3, whereby QIND’s historical financial results have been adjusted for the effects of fair value measurements as of the date of the Acquisition. The acquirer has been identified as Fusion Fuel Green PLC, and the target as Quality Industrial Corp. The purchase price of Muuto has been was preliminarily allocated to the Company’s tangible and identifiable intangible assets acquired and liabilities assumed, based on their estimated fair values. The excess of the purchase price over the net tangible and identifiable intangible assets will be recorded as goodwill. The preliminary allocation of purchase price is based upon a valuation undertaken by the Company and is subject to change during the measurement period. These changes, including those resulting from conforming ▇▇▇▇▇’s accounting policies to those of the Company, could differ materially from the pro forma adjustments presented herein and could result in material variances between the Company’s future financial results and the amounts presented in the unaudited pro forma condensed combined financial statements, including variances in fair values recorded, as well as expenses and cash flows associated with them. The Company expects to continue to obtain information to assist it in determining the fair value of the net assets acquired at the Muuto Acquisition date and during the measurement period. The Company’s preliminary purchase price allocation for Muuto based on the estimated fair values value of net assets acquired or to be acquired and liabilities assumed or to be assumed at the date of the Acquisition. The preliminary purchase price allocation is subject to further refinement and may require adjustments to arrive at the final purchase price allocation. The net assets of QIND were approximately €1.6 million including goodwill and other intangible assets as of the date of the Acquisition. The net liabilities of QIND were approximately €6.5 million excluding goodwill and other intangible assets as of the date of the Acquisition, of which approximately €4.4 million of net liabilities were included in Fusion Fuel’s consolidated financial statements (based on its 67.04% interest in the outstanding equity securities of QIND as of the date of the Acquisition). The approximately €2.1 million (32.96%) of the remaining net liabilities (excluding goodwill and other intangible assets) was held by the NCI as of the date of the Acquisition. The euro value of the purchase price paid by HTOO for its acquisition of 67.04% of QIND as of the date of the Acquisition was approximately €14,626,400. The purchase price plus the portion of QIND’s net liabilities excluding goodwill and other intangible assets would result in an implied goodwill and other intangible assets value of approximately €19.0 million as of the date of the Acquisition. See table below for further illustration. Purchase Price (a) 14,626 Net liabilities of QIND (excluding goodwill and other intangible assets) (b) (6,508 ) HTOO portion of net liabilities of QIND (excluding goodwill and other intangible assets) (c) (67.04% of (b)) (4,364 ) The pro forma balance sheet does not present the Acquisition as a pro forma event, as Fusion Fuel’s most recent statement of financial position at December 31, 2024 already reflects the Acquisition. The goodwill and intangible assets on Fusion Fuel’s audited statement of financial position as of December 31, 2017 is as follows (2024 was approximately €19.0 million. Once transaction closing requirements have been met, i.e. once HTOO shareholders and Nasdaq approve the transaction, the 4,171,328 Series A Convertible Preferred Shares will convert on a 1-for-10 basis into Series A Ordinary Shares in thousands): Cash $ — Customer receivables 10,051 Inventory 13,536 Other current assets 1,096 Propertythe Conversion, plantthe parties will enter into the Merger Agreement, and equipment, net 1,253 Intangible assets 131,244 Other non-current assets 309 Accounts payable 6,584 Other current liabilities 11,427 Deferred income taxes 29,744 Fair value of net acquired identifiable assets and liabilities $ 109,734 Purchase price $ 307,503 Less: Fair value of net acquired identifiable assets and liabilities 109,734 Goodwill $ 197,769 Currently, the Company has not recorded NCI (assumed to be 32.96% without regard to any pre-acquisition contingencies related to Muuto as change in the actual interest that may have occurred following the date of the acquisition date; however, the Company continues to gather information and to evaluate whether any pre-acquisition contingencies have been assumed. If identified, such amounts Acquisition) will be included in the purchase price allocation acquired by HTOO. QIND will at their fair value and will result in additional goodwillthat point be a wholly owned subsidiary of HTOO.