The final purchase price allocation is set forth in the table below:


(in thousands)
Consideration:
Cash(1)	$	4,627
Deferred consideration (2)	4,282
Contingent consideration(3)	104
Less: cash acquired	(175)
Total purchase consideration, net of cash acquired	$	8,838

Recognized amounts of assets acquired and liabilities assumed(4):
Accounts receivable	$	149
Prepaid expenses	229
Property, equipment and software	8
Goodwill	6,070
Intangible assets:
Customer relationships	1,555
Trademarks	480
Technology	706
Accounts payable and accrued expenses	(359)
Total purchase consideration	$	8,838

(2)The fair value of the deferred consideration was determined utilizing a Monte Carlo simulation. The payments were calculated based on the path for the simulated metrics and the contractual terms of the deferred consideration payments

and were discounted to present value at a rate reflecting a risk associated with the payoffs. The fair value was estimated to be the average present value of the deferred consideration payments over all iterations of the simulation.

(3)The contingent consideration represents the fair value of the share of net operating loss carryforwards owed to the seller in the future.


(in thousands)
Consideration:
Cash(1)(4)	$	3,449
Contingent consideration (2)(4)	3,881
Less: cash acquired	(100)
Total purchase consideration, net of cash acquired	$	7,230

Recognized amounts of assets acquired and liabilities assumed:
Accounts receivable(4)	$	68
Prepaid expenses(4)	346
Other noncurrent assets(3)(4)	9,522
Intangible assets:
Trademarks(4)	772
Technology(4)	943
Accounts payable and accrued expenses(4)	(386)
Customer deposits	(46)
Fair value of net assets acquired	$	11,219

Estimated bargain purchase gain(4)	$	3,989

payments and were discounted to present value at a rate reflecting a risk associated with the payoffs. The fair value was estimated to be the average present value of the contingent consideration payments over all iterations of the simulation. The contingent consideration represents the fair value of the contractual earn-outs and the share of net operating loss carryforwards owed to the seller in the future.

(4)During the fourth quarter of 2025, the Company recorded measurement period adjustments due to additional information received that existed on the acquisition date.


(in thousands)
Consideration:
Cash	$	31,500
Contingent consideration(2)	17,066
Common equity of the Acquiring Entity(3)	6,562
Deferred consideration(1)	2,801
Total purchase consideration, net of cash acquired	$	57,929

Recognized amounts of assets acquired and liabilities assumed:
Accounts receivable	$	11
Inventory	145
Other noncurrent assets	7
Goodwill	34,159
Intangible assets:
Customer relationships	17,187
Trademarks	3,222
Technology	3,277
Accounts payable and accrued expenses	(79)
Total purchase consideration	$	57,929

(1)The deferred consideration represents the fair value of the amount to be remitted upon direction of the seller no later than four years from the acquisition date.

(2)The fair value of the contingent consideration was determined utilizing a Monte Carlo simulation. The payments were calculated based on the path for the simulated metrics and the contractual terms of the deferred consideration payments and were discounted to present value at a rate reflecting a risk associated with the payoffs. The fair value was estimated to be the average present value of the contingent consideration payments over all iterations of the simulation.