The Contribution Agreement required a purchase price adjustment related to the assumption of working capital, covering certain operating assets and liabilities. We assumed a net asset of approximately $0.2 million and such amount was

included above as cash consideration. Such amount had been paid to the seller of Argus as of December 31, 2025. Certain components of the working capital adjustment were subject to further adjustment as of December 31, 2025.

[2]

The maximum amount that may be paid is $8.25 million of earnout consideration to be paid in cash and the remainder of approximately $2.75 million to be paid in the form of OP units, based on revenues generated in 2028. The terms of the earnout require a certain minimum amount of 2028 revenues to be earned and thereafter the earnout is earned pro-rata up to a certain maximum 2028 revenue, such that the maximum potential earnout is $11.0 million. The amount of this liability as of December 31, 2025 was approximately $3.0 million and it was recorded in accounts payable and accrued liabilities in our consolidated balance sheets