EV/LTM EBITDA

for Goldman Sachs’ use by the management of Zynga, to derive a range of illustrative equity values for the combined company. Goldman Sachs then divided the range of illustrative equity values by 174 million outstanding shares of common stock of the combined company at the closing of the combination as provided by the management of Take-Two and approved for Goldman Sachs’ use by Zynga, and calculated using the treasury stock method. Goldman Sachs then multiplied the range of illustrative present equity values it derived for the shares of the combined company’s common stock by the exchange ratio of 0.0350 shares of Take-Two common stock to be paid for each share of Zynga common stock (which represents the lowest possible exchange ratio implied by the collar). Goldman Sachs added the result to the $3.50 per share in cash to be paid to the holders of Zynga common stock pursuant to the merger agreement, discounted from March 31, 2022 to September 30, 2021 at a risk-free discount rate calculated based on the 30-year U.S. Treasury yield with a 20-year duration. This analysis resulted in a range of illustrative present values for the merger consideration to be paid per share of Zynga common stock, rounded to the nearest $0.10, of $9.50 to $17.30.

Selected Precedent Transactions Analysis. Goldman Sachs analyzed certain publicly available information relating to the following selected transactions in the interactive entertainment industry since 2015. For each of the selected transactions where information was publicly available, Goldman Sachs calculated and compared the implied enterprise value of the applicable target company based on the consideration paid in the transaction as a multiple of the target company’s EBITDA over the last twelve month period ended prior to the announcement of the applicable transaction (referred to as “EV/LTM EBITDA” for purposes of this section).

The following table identifies the transactions reviewed by Goldman Sachs as part of this analysis:

Announcement Date		Acquiror		Target		EV/ LTM EBITDA
February 8, 2021		Electronic Arts Inc. (“EA”)		Glu Mobile Inc.		27.4 x
December 13, 2020		EA		Codemasters Group Holdings Plc		29.9
August 27, 2020		Tencent Holdings Limited (“Tencent”)		LeYou Technologies Holdings Limited		15.8
November 30, 2017		Aristocrat Leisure Limited		Big Fish Games, Inc.		11.9
April 17, 2017		DoubleU Games Co., Ltd.		Double Down Interactive LLC		10.5
July 30, 2016		Giant Network Group Co., Ltd.		Playtika Holding Corp.		13.0
June 21, 2016		Tencent		Supercell Oy		9.8
November 2, 2015		Activision Blizzard, Inc.		King Digital Entertainment plc		5.6
				Median		12.5 x
				High		29.9
				Low		5.6

While none of the selected transactions or companies that participated in the selected transactions are directly comparable to the proposed transaction or Zynga, the transactions included as selected transactions were chosen because the target companies that participated in the selected transactions are companies with operations that, for the purpose of this analysis, may be considered similar to certain of Zynga’s results, market size and product profile.

The foregoing analysis indicated a median EV/LTM EBITDA multiple of 12.5x. Using this analysis and its professional judgment and experience, Goldman Sachs applied a reference range of illustrative EV/EBITDA multiples of 10.0x to 15.0x to Zynga’s last twelve months EBITDA of $661 million as of September 30, 2021 as provided by the management of Zynga to derive a range of implied enterprise values for Zynga. Goldman Sachs then subtracted from the range of implied enterprise values the net debt for Zynga of $541 million as of

September 30, 2021 after giving effect to the $316 million upfront cash consideration Zynga paid to acquire StarLark on October 5, 2021, as provided by the management of Zynga, to derive a range of illustrative equity values for Zynga. Goldman Sachs divided the results by a range of 1,204 million to 1,209 million fully diluted outstanding shares of Zynga common stock as of January 6, 2022, as provided by the management of Zynga and calculated using the treasury stock method, to derive a range of implied values per share of Zynga common stock, rounded to the nearest $0.10, of $5.00 to $7.70.

Premia Analysis. Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for 405 transactions announced during the time period from 2015 through 2021, involving a public company in the United States as the target where the disclosed enterprise value for the transaction was greater than $100 million and where more than 50% of the total consideration paid in connection with the transaction was comprised of stock consideration, consisting of (i) 62 such transactions for calendar year 2015, (ii) 54 such transactions for calendar year 2016, (iii) 55 such transactions for calendar year 2017, (iv) 69 such transactions for calendar year 2018, (v) 56 such transactions for calendar year 2019, (vi) 35 such transactions for calendar year 2020, and (vii) 74 such transactions for calendar year 2021. For the entire period, using publicly available information, Goldman Sachs calculated the median premium of the price paid in these transactions relative to the target’s last undisturbed closing stock price prior to announcement of the transaction. This analysis indicated a median premium of 17% across the period, with the median premium of transactions in any single year ranging from 15% to 21%. Using this analysis, Goldman Sachs applied a reference range of illustrative premia of 15% to 21% to the undisturbed closing price per share of Zynga common stock of $6.00 as of January 7, 2022 and calculated a range of implied equity values per share of Zynga common stock, rounded to the nearest $0.10, of $6.90 to $7.20.

Goldman Sachs also calculated an implied premium derived using an implied value of the merger consideration per share of Zynga common stock as of January, 7, 2022, the last trading day prior to public announcement of the combination (which is referred to for purposes of this section of the joint proxy statement/prospectus as the “pre-announcement date”). For purposes of this analysis Goldman Sachs calculated an implied value of the merger consideration per share of Zynga common stock as of the pre-announcement date of $9.86 by adding (i) the cash consideration of $3.50 to (ii) an implied value of the stock consideration of $6.36, calculated by multiplying the exchange ratio of 0.03759 shares of Take-Two common stock to be paid for each share of Zynga common stock (the exchange ratio was calculated based on the exchange ratio implied by the center of the collar) by the volume weighted average price of shares of Take-Two common stock during the 3 trading-day period ended on the pre-announcement date of $169.19. This analysis indicated that the implied value per share of $9.86 for the merger consideration represented a premium of 64% to the closing price per share of Zynga common stock on the pre-announcement date of $6.00.

General

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Zynga or Take-Two or the combination.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to the Zynga board of directors as to the fairness from a financial point of view of the merger consideration to be paid to the holders (other than Take-Two and its affiliates) of shares of Zynga common stock pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon projections or forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Zynga, Take-Two, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The merger consideration was determined through arm’s-length negotiations between Zynga and Take-Two and was approved by the Zynga board of directors. Goldman Sachs provided advice to Zynga during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to Zynga or the Zynga board of directors or that any specific amount of consideration constituted the only appropriate consideration for the combination.

As described above, Goldman Sachs’ opinion to the Zynga board of directors was one of many factors taken into consideration by the Zynga board of directors in making its determination to approve the merger agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex D.

Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of Zynga, Take-Two, any of their respective affiliates and third parties, or any currency or commodity that may be involved in the combination. Goldman Sachs acted as financial advisor to Zynga in connection with, and participated in certain of the negotiations leading to, the combination contemplated by the agreement. Goldman Sachs has provided certain financial advisory and/or underwriting services to Zynga and its affiliates from time to time for which the Investment Banking Division of Goldman Sachs has received, and may receive, compensation, including having acted as an initial purchaser with respect to the offering of Zynga’s 0.25% convertible senior notes due 2024 in June 2019 (aggregate principal amount of $690,000,000) (the “convertible notes due 2024”) and as an initial purchaser with respect to the offering of Zynga’s 0% convertible senior notes due 2026 in December 2020 (aggregate principal amount $874,500,000) (the “convertible notes due 2026”; together with the convertible notes due 2024, the “convertible notes”). During the two year period ended March 4, 2022, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to Zynga and/or its affiliates of approximately $1.6 million. During the two year period ended March 4, 2022, the Investment Banking Division of Goldman Sachs has not been engaged by Take–Two or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to Zynga, Take-Two, the combined company and their respective affiliates for which the Investment Banking Division of Goldman Sachs may receive compensation.

In addition, concurrent with the issuance of the convertible notes, Zynga entered into the capped call transactions with respect to the convertible notes (which are collectively referred to as the “capped call transactions”) with Goldman Sachs (with respect to the convertible notes due 2024, 50%, and with respect to the convertible notes due 2026, 25%) and other counterparties (which are collectively referred to as the “capped call counterparties”), each acting as principal for its own account. The capped call transactions consisted of the purchase by Zynga of capped call options with respect to collectively approximately 83,100,000 and 66,900,000 shares of Zynga’s Class A common stock, the aggregate number of shares of Zynga’s Class A common stock underlying the convertible notes due 2024 and the convertible notes due 2026, respectively. As of March 4, 2022, all of the capped call transactions remain outstanding, with a strike price of approximately $8.31 and a cap price of $12.54, with respect to the capped call transactions entered into in connection with the convertible notes due 2024, and a strike price of approximately $13.07 and a cap price of $17.42, with respect to the capped call transactions entered into in connection with the convertible notes due 2026. The capped call transactions were intended to offset a portion of the potential dilutive effect on stockholders of Zynga of the conversion of the convertible notes and/or any potential cash payment in excess of the principal amount of the convertible notes that Zynga may make in connection with a cash settlement of the convertible notes, up to the cap price. The capped call transactions generally require the capped call counterparties to deliver to Zynga in respect of each convertible note that is surrendered for conversion, a number of shares of Zynga common stock (and/or in certain circumstances, at Zynga’s election, cash) determined based on the excess, if any, of the lower of the cap price

and the price of the shares of Zynga common stock at that time (determined over a period specified in the capped call transactions) over the strike price per share of Zynga common stock.

The capped call transactions may be adjusted, exercised, cancelled and/or terminated in accordance with their terms in connection with certain events, including the announcement or consummation of the transactions contemplated by the merger agreement. In particular, under the terms of the capped call transactions, each of Goldman Sachs and the other capped call counterparties, each acting separately as calculation agent under the capped call transactions to which it is a party, is entitled in certain circumstances to make adjustments to the exercise price of the embedded call options sold by Zynga to Goldman Sachs and the other counterparties to reflect the economic effect of the announcement of the combination on the capped call transactions. In addition, each of Goldman Sachs and the other capped call counterparties may, each acting separately as the calculation agent, determining party or otherwise as principal under the capped call transactions, determine such additional adjustments and/or value owed upon termination or cancellation in respect of such capped call transactions in accordance with their terms and pay any amounts due to Zynga under various circumstances, including on or following consummation or abandonment of the combination. All actions or exercises of judgment by Goldman Sachs, in its capacity as calculation agent, pursuant to the terms of the capped call transactions, must be performed in good faith and a commercially reasonable manner.

As a result of the capped call transactions, the capped call counterparties are expected to have market exposure to the price of the shares of Zynga common stock. It is the ordinary practice of the capped call counterparties to engage in hedging activities to limit their respective market exposure to the price of the stock underlying privately negotiated equity derivative transactions with issuers of such stock, such as the capped call transactions. In connection with the capped call transactions, Goldman Sachs (and its affiliates) have engaged, and will continue to engage, in accordance with applicable law in hedging and other market transactions (which may include the entering into or unwinding of various derivative transactions with respect to Zynga common stock) that are generally intended to substantially neutralize Goldman Sachs’ exposure as a result of the capped call transactions to changes in the price of Zynga common stock. Such hedging activity is at Goldman Sachs’ own risk and may result in a gain or loss to Goldman Sachs that may be greater than or less than the initial expected contractual benefit to Goldman Sachs under the capped call transactions. The amount of any such gain or loss will not be known until the applicable capped call transactions have been exercised, expired or terminated in accordance with their terms and Goldman Sachs shall have completed all of its hedge unwind activities.

To mitigate the exposure from the capped call transactions, as of March 4, 2022, Goldman Sachs held a net long economic position of approximately 22,200,000 shares of Zynga common stock and was long and short a small number of various options on Zynga common stock.

Under the terms of the convertible notes, upon the consummation of a merger, tender offer or certain other events involving Zynga (including the combination), holders of the convertible notes will be entitled to convert their notes at a higher conversion rate. If holders of the convertible notes elect to convert or put their notes in these circumstances or otherwise under the terms of the convertible notes, a portion of the capped call transactions corresponding to the portion of the convertible notes that are converted or put may terminate. In the event of such termination, each capped call counterparty will determine the amount of any termination payment owed to Zynga under its capped call transactions in accordance with the termination provisions of its capped call transactions, unless otherwise agreed by the parties. If any convertible notes are not converted or put in connection with a merger, tender offer or other event involving Zynga (including the combination) and remain outstanding following the consummation of such an event, a corresponding portion of the capped call transactions will remain outstanding, subject to any adjustments made to the terms of the capped call transactions as a result of the announcement and the consummation of a merger, tender offer or other event involving Zynga (including the combination), as described above.

Goldman Sachs provided to management of Zynga, for the information of the Zynga board of directors, materials that summarized, based on theoretical models, the potential effects of the announcement and of the

consummation of an acquisition of Zynga on the capped call transactions. The materials included preliminary illustrative analyses by Goldman Sachs’ Investment Banking Division for a range of stated assumptions regarding takeout prices for shares of Zynga common stock and volatilities, as well as based on other reasonable assumptions, in the event of an acquisition of Zynga for greater than 10% cash consideration. The materials calculated over a range of potential takeout prices for the shares of Zynga common stock ranging from $8.50 per share to $11.50 per share and volatilities (from 45% to 60%) and for an announcement date of December 24, 2021, and other stated assumptions that upon the full unwind of the capped call transactions, (1) with respect to the convertible notes due 2024, Goldman Sachs might owe Zynga a termination payment ranging from approximately $46 million to approximately $77 million and might realize, after taking into account any estimated hedging gains or losses, a net gain or loss ranging from a net loss of approximately $1 million to a net gain of approximately $10 million and (2) with respect to the convertible notes due 2026, Goldman Sachs might owe Zynga a termination payment ranging from approximately $10 million to approximately $17 million and might realize, after taking into account any estimated hedging gains or losses, a net gain ranging from approximately $1 million to approximately $3 million. In accordance with industry practice, Goldman Sachs maintains customary institutional information barriers reasonably designed to prevent the unauthorized disclosure of confidential information by personnel in its Investment Banking Division to the personnel in its Securities Division who are undertaking hedging and other market transactions with respect to Goldman Sachs’ capped call transactions. In connection with the preparation of presentations to Zynga senior management and the Zynga board of directors, personnel in Goldman Sachs’ Investment Banking Division, including the representatives of Goldman Sachs who have advised Zynga in connection with the combination, from time to time, have received or may receive input from personnel in Goldman Sachs’ Securities Division into how to model, or reports of historical measures or estimates of, Goldman Sachs’ and/or Goldman Sachs’ Investment Banking Division’s profit and/or loss over certain measurement periods related to the capped call transactions.

The amount of any termination payment owed by a capped call counterparty to Zynga as a result of the termination of its capped call transactions will vary depending on the number of convertible notes converted by note-holders, the actual conversion date(s) of the convertible notes, and market conditions (including, for example, interest rates and volatility and price of Zynga common stock) and the valuation model used to determine such amount and, accordingly, the amount of any termination payment owed by a capped call counterparty to Zynga may be significantly different from the illustrative amounts described above. The consummation of the combination could result in a capped call counterparty paying Zynga an amount that is greater than, equal to, or less than the amount such capped call counterparty would have paid or delivered to Zynga upon exercise, expiration or termination of its capped call transactions in the absence of the combination.

The indenture governing the convertible notes and the confirmations containing the terms of the capped call transactions were included as exhibits to Zynga’s Current Reports on Form 8-K filed with the SEC on June 14, 2019 and December 17, 2020, for the convertible notes due 2024 and the convertible notes due 2026, respectively, which contains additional disclosure regarding the convertible notes and a description of the capped call transactions. All references related to the capped call transactions in this section to share counts, conversion prices, cap prices and strike prices are subject to adjustment from time to time in accordance with the terms of the confirmations relating to the capped call transactions.

The Zynga board of directors selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the combination, among other factors deemed relevant by the Zynga board of directors. Pursuant to a letter agreement dated December 9, 2021, Zynga engaged Goldman Sachs to act as its financial advisor in connection with the combination. The engagement letter between Zynga and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the pre-announcement date, at approximately $64 million, $5 million of which became payable at announcement of the combination, and the remainder of which is contingent upon consummation of the combination. In addition, Zynga has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Take-Two Unaudited Prospective Financial Information

In connection with the combination, Take-Two management prepared (i) certain unaudited prospective financial information of Take-Two on a standalone basis for Take-Two’s fiscal years 2022 through 2025, which information is referred to as the “Take-Two standalone projections,” and (ii) the synergy projections defined and described below under “—Summary of the Synergy Projections.” The Take-Two standalone projections and the synergy projections are referred to collectively as the “Take-Two projections.”

The Take-Two projections were prepared for internal use only and not for public disclosure and were provided to the Take-Two board of directors for the purposes of considering, analyzing and evaluating the combination. The Take-Two projections were also provided to, and approved by Take-Two for use by, J.P. Morgan and LionTree, Take-Two’s financial advisors, for the purposes of their respective financial analyses and fairness opinions, as described in the section titled “The Combination—Opinions of Take-Two’s Financial Advisors.” The Take-Two projections were also provided to Zynga in connection with its consideration and evaluation of the combination and to Zynga’s financial advisor, Goldman Sachs. The Take-Two standalone projections were prepared treating Take-Two on a standalone basis, without giving effect to the combination, including (i) any impact of the negotiation or execution of the merger agreement or the combination; (ii) the expenses that have already and will be incurred in connection with completing the combination; (iii) the potential synergies that may be achieved by the combined company as a result of the combination; (iv) the effect of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed or in anticipation of the combination; or (v) the effect of any business or strategic decisions or actions which would likely have been taken if the merger agreement had not been executed but which were instead altered, accelerated, postponed or not taken in anticipation of the combination. Because the Take-Two standalone projections were developed for Take-Two as an independent company without giving effect to the merger, they do not reflect any divestitures or other restrictions that may be imposed in connection with the receipt of any necessary governmental or regulatory approvals, synergies that may be realized as a result of the combination or any changes to Take-Two’s operations or strategy that may be implemented after completion of the combination.

Other than its financial guidance and business outlook provided in connection with its quarterly earnings announcements, Take-Two does not as a matter of course make other public projections as to future net bookings, net revenues, earnings or other results available due to, among other reasons, the inherent difficulty of accurately predicting financial performance for future periods and the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. The Take-Two projections are not included in this joint proxy statement/prospectus to influence any decision on whether to vote for the Take-Two share issuance proposal or the Zynga merger proposal, but rather are included in this joint proxy statement/ prospectus to give stockholders access to certain non-public information that was provided to the Take-Two board of directors and Take-Two’s financial advisors, and to Zynga and its financial advisor. The inclusion of the Take-Two projections should not be regarded as an indication that the Take-Two board of directors, Take-Two, the Zynga board of directors, Zynga or their respective members of management or financial advisors or any other recipient of this information considered, or now considers, them to be necessarily predictive of actual future results, and they should not be relied on as such. There can be no assurance that the projected results will be realized or that actual results of Take-Two, Zynga, or the combined company will not be materially lower or higher than estimated, whether or not the combination is completed. The Take-Two standalone projections have not been updated or revised to reflect information or results after the date they were prepared or as of the date of this joint proxy statement/prospectus. Take-Two has reported and may in the future report results of operations for periods included in the Take-Two standalone projections that were or will be completed following the preparation of the Take-Two standalone projections. Stockholders and investors are urged to refer to Take-Two periodic filings with the SEC for information on Take-Two’s actual historical results.

The Take-Two projections were not prepared with a view toward public disclosure or with a view toward compliance with the published guidelines established by the SEC or the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information, or GAAP, but, in the view of

Take-Two management, were assumed to have been, reasonably prepared in good faith on a basis reflecting the best available estimates and judgments at the time of preparation, and presented as of the time of preparation, to the best of management’s knowledge and belief, the expected future financial performance of Take-Two and, in the case of the synergy projections, the combined company. However, this information is not fact and should not be relied upon as being necessarily predictive of actual future results, and readers of this joint proxy statement/prospectus are cautioned not to place undue reliance on the Take-Two projections. Although Take-Two management believes there is a reasonable basis for the Take-Two projections, Take-Two cautions stockholders that actual future results could be materially different from the Take-Two projections. Take-Two’s independent registered public accounting firm, Ernst & Young LLP, has not audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the Take-Two projections and, accordingly, does not express an opinion or any other form of assurance with respect thereto.

The Take-Two projections are subject to estimates and assumptions in many respects and, as a result, subject to interpretation. While presented with numerical specificity, the Take-Two projections are based upon a variety of estimates and assumptions that are inherently uncertain, though considered reasonable by Take-Two management, as of the date of their preparation. These estimates and assumptions may prove to be impacted by any number of factors, including the impact of the announcement, pendency and consummation of the combination, general economic conditions, trends in the interactive entertainment industry, regulatory and financial market conditions and other risks and uncertainties described or incorporated by reference in the sections titled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in this joint proxy statement/ prospectus, all of which are difficult to predict and many of which are beyond the control of Take-Two and will be beyond the control of the combined company. Also see the section titled “Where You Can Find More Information.” The Take-Two projections also reflect assumptions as to certain business decisions that are subject to change. There can be no assurance that the Take-Two projections will be realized, and actual results will likely differ, and may differ materially, from those shown. Generally, the further out the period to which the Take-Two projections relate, the less predictive the information becomes.

The Take-Two projections contain certain adjusted financial measures that Take-Two management believes are helpful in understanding the applicable company’s past financial performance and future results. Take-Two management regularly uses a variety of financial measures that are not in accordance with GAAP for forecasting, budgeting and measuring financial performance. The adjusted financial measures are not meant to be considered in isolation or as a substitute for, or superior to, comparable GAAP measures. While Take-Two believes these adjusted financial measures provide meaningful information to help investors understand the operating results and to analyze Take-Two’s financial and business trends on a period-to-period basis, there are limitations associated with the use of these adjusted financial measures. These adjusted financial measures are not prepared in accordance with GAAP, are not reported by all of Take-Two’s competitors and may not be directly comparable to similarly titled measures of Take-Two’s competitors due to potential differences in the exact method of calculation. The SEC rules that would otherwise require a reconciliation of an adjusted financial measure to a GAAP financial measure do not apply to adjusted financial measures provided to a board of directors or a financial advisor in connection with a proposed business combination such as the combination if the disclosure is included in a document such as this joint proxy statement/prospectus. In addition, reconciliations of adjusted financial measures were not relied upon by the Take-Two board of directors, the Zynga board of directors or their respective members of management or financial advisors in connection with their respective evaluation of the combination. Accordingly, Take-Two has not provided a reconciliation of the adjusted financial measures included in the Take-Two projections to the relevant GAAP financial measures.

None of Take-Two, Zynga, the combined company or their respective affiliates, officers, directors, advisors or other representatives can provide any assurance that actual results will not differ from the Take-Two projections, and, except as required by applicable law, none of Take-Two, Zynga, the combined company or their respective affiliates undertakes any obligation to update, or otherwise revise or reconcile, the Take-Two projections to reflect circumstances existing after the date the Take-Two projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the Take-Two projections are shown to be inappropriate. None of Take-Two, Zynga or their respective affiliates, officers, directors, advisors or