BUSINESS ACQUISITIONS

Aegis Transactions

July 20, 2018,

the Company completed the acquisition of all of the issued and outstanding shares of capital stock of Aegis from the Aegis Stockholder in exchange for the issuance of

20,600,000

shares of the Common Stock in the Aegis Transactions. Concurrently, the Aegis Stockholder purchased

166,667

newly issued shares of the Common Stock at a price of

$12

per share for a total cash payment of

$2,000.

As a result of the consummation of the Aegis Transactions, the

2018

Equity Offering and the

2019

Equity Offering, the Aegis Stockholder now holds

21,235,032

shares of the Common Stock, which is equivalent to approximately

55%

of the total outstanding Common Stock.

In accordance with ASC

805,

Business Combinations, the transaction was accounted for as a reverse acquisition. As such, Aegis is considered to be the accounting acquirer. Therefore, Aegis’ historical financial statements replace the Company’s historical financial statements following the completion of the Aegis Transactions, and the results of operations of both companies will be included in the Company’s financial statements for all periods subsequent to

July 20, 2018.

The estimated fair value of the purchase consideration is calculated based on the Company's stock price as it is considered to be more reliably determinable than the fair value of Aegis' private stock. Consideration is calculated based on the Company's closing stock price of

$6.81

July 20, 2018.

The following table presents the purchase price and the estimated fair values of the identifiable assets acquired and liabilities assumed as of the acquisition date. These estimates are preliminary, pending final evaluation of certain assets, and therefore are subject to revisions that

may

result in adjustments to the values presented below:

	Amount
Stock consideration (number of shares outstanding immediately prior the closing date)		16,226,392
Closing share price on July 20, 2018	$	6.81
Total allocable purchase price	$	110,502

	Amount
Cash and cash equivalents	$	1,496
Other current assets		46,094
Property, plant and equipment, net		15,930
Identifiable intangible assets		28,960
Goodwill		64,337
Other non-current assets		3,204
Current liabilities		(22,540	)
Non-current liabilities		(26,979	)
Preliminary purchase price	$	110,502

The goodwill recognized was attributable primarily to the acquired workforce, increased utilization of our global delivery platform and other synergistic benefits. Goodwill from this acquisition is

not

expected to be deductible for tax purposes.