The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values:

	Fair Value Measurements as of June 30, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents - money market funds	$	37,024	$	—	$	—	$	37,024
Convertible note receivable		—		—		2,700		2,700
	$	37,024	$	—	$	2,700	$	39,724

Liabilities:
Contingent stock consideration	$	—	$	—	$	611	$	611
Acquisition-related contingent consideration obligations		—		—		192,024		192,024
Warrant liability - May 2022 PIPE Warrants		—		—		7,015		7,015
Warrant liability - Sponsor Warrants		—		—		8,075		8,075
Warrant liability - Public Warrants		8,337		—		—		8,337
	$	8,337	$	—	$	207,725	$	216,062

	Fair Value Measurements as of December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents - money market funds	$	36,700	$	—	$	—	$	36,700
Convertible note receivable		—		—		2,488		2,488
	$	36,700	$	—	$	2,488	$	39,188

Liabilities:
Acquisition-related contingent consideration obligations	$	—	$	—	$	232,222	$	232,222
Warrant liability - Sponsor Warrants		—		—		13,600		13,600
Warrant liability - Public Warrants		12,362		—		—		12,362
	$	12,362	$	—	$	245,822	$	258,184

During the six months ended June 30, 2022 and 2021, there were no transfers between Level 1, Level 2 and Level 3.

The Company’s cash equivalents consisted of money market funds. The money market fund was valued using inputs observable in active markets for similar securities, which represents a Level 1 measurement in the fair value hierarchy.

The carrying values of accounts receivable and accounts payable approximate fair value in the accompanying condensed consolidated financial statements due to the short-term nature of those instruments.

The fair value measurement of the contingent consideration obligations is determined using Level 3 inputs and is based on a probability-weighted income approach. The measurement is based upon unobservable inputs supported by little or no market activity based on the Company’s own assumptions.

The following table presents a reconciliation of contingent consideration obligations measured on a recurring basis using Level 3 inputs as of June 30, 2022 and December 31, 2021:

	Balance as of December 31, 2021		Net transfers in to (out of) Level 3		Purchases, settlements and other net		Fair value adjustments			Balance as of June 30, 2022
Liabilities:
Contingent stock consideration	$	—	$	—	$	—	$	611		$	611
Acquisition-related contingent consideration obligations		232,222		—		—		(40,198	)		192,024
	$	232,222	$	—	$	—	$	(39,587	)	$	192,635

	Balance as of December 31, 2020		Net transfers in to (out of) Level 3		Purchases, settlements and other net		Fair value adjustments			Balance as of December 31, 2021
Liabilities:
Acquisition-related contingent consideration obligations	$	273,367	$	—	$	—	$	(41,145	)	$	232,222

The fair value of the liability to make potential future milestone and earn-out payments was estimated by the Company at each reporting date based, in part, on the results of a third-party valuation using a discounted cash flow analysis based on various assumptions, including the probability of achieving specified events, discount rates, and the period of time until earn-out payments are payable and the conditions triggering the milestone payments are met. The actual settlement of contingent consideration could differ from current estimates based on the actual occurrence of these specified events.

At each reporting date, the Company revalues the contingent consideration obligation to estimated fair value and records changes in fair value as income or expense in the Company’s condensed consolidated statements of operations. Changes in the fair value of the contingent consideration obligations may result from changes in discount periods and rates, changes in the timing and amount of revenue estimates and changes in probability assumptions with respect to the likelihood of achieving the various contingent consideration obligations. The Company has classified all of the contingent consideration as a long-term liability in the condensed consolidated balance sheets as of June 30, 2022 and December 31, 2021. See Note 9, “Commitment and Contingencies”, for more information on contingent consideration.

The warrant liability at June 30, 2022 is composed of the fair value of warrants to purchase shares of Class A Common Stock. The private placement warrants assumed upon the Business Combination (the “Sponsor Warrants”) and the May 2022 PIPE Warrants (see Note 10) were recorded at their respective Closing Date fair values based on a Black-Scholes option pricing model that utilizes inputs for: (i) value of the underlying asset, (ii) the exercise price, (iii) the risk-free rate, (iv) the volatility of the underlying asset, (v) the dividend yield of the underlying asset and (vi) maturity. The Black-Scholes option pricing model’s primary unobservable input utilized in determining the fair value of the Sponsor Warrants and May 2022 Pipe Warrants is the expected volatility of the Class A Common Stock. Prior to the Mergers, Legacy Celularity was historically a private company and lacks company-specific historical and implied volatility information for its stock. Therefore, it estimates its expected stock price volatility based on the historical volatility of publicly traded peer companies. Inputs to the Black-Sholes option pricing model for the warrants are updated each reporting period to reflect fair value. The public warrants assumed upon the Business Combination (the “Public Warrants”) were recorded at the closing date fair value based on the close price of such warrants. Each subsequent reporting period, the Public Warrants are marked-to-market based on the period-end close price.

As of June 30, 2022 and December 31, 2021, the fair value of the warrant liabilities was $23,427 and $25,962, respectively. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve for time periods approximately equal to the estimated remaining term of the warrants.

The following table provides a roll-forward of the aggregate fair values of the Company’s warrant liabilities for which fair values are determined using either Level 1 or Level 3 inputs:

Balance as of December 31, 2020	$	76,640
Gain recognized in earnings from change in fair value		(13,482	)
Warrant liability assumed at Closing Date (Sponsor Warrants)		34,764
Warrant liability assumed at Closing Date (Public Warrants)		24,438
Reclassification of Legacy Celularity Warrants to equity		(96,398	)
Balance as of December 31, 2021	$	25,962

Balance as of December 31, 2021	$	25,962
May 2022 PIPE warrant issuance		19,745
Gain recognized in earnings from change in fair value		(22,280	)
Balance as of June 30, 2022	$	23,427

The fair value of the Public Warrants was $8,337 and $12,362 as of June 30, 2022 and December 31, 2021, respectively, based on the publicly stated closing price. The fair value of the Sponsor Warrants was $8,075 and $13,600 as of June 30, 2022 and December 31, 2021, respectively. The fair value of the May 2022 PIPE Warrants was $7,015 as of June 30, 2022.

	June 30, 2022			December 31, 2021
Common share price	$	3.40		$	5.12
Exercise price	$	11.50		$	11.50
Dividend yield		0	%		0	%
Term (years)		4.0			4.5
Risk-free interest rate		3.00	%		1.19	%
Volatility		72.0	%		63.0	%

The convertible note receivable was received in connection with the disposition of the UltraMIST/MIST business in 2020. At any time on or after January 1, 2021, at the sole discretion of the Company, amounts outstanding under the convertible note receivable (including accrued interest) may be converted into Sanuwave common stock at a defined rate. The convertible promissory note was to be paid on or before August 6, 2021, however, remains outstanding in full at June 30, 2022. As of June 30, 2022 and December 31, 2021, the Company utilized Level 3 inputs on a probability weighted model based on outcomes of a default, repayment and conversion

of the note. The measurement is based upon unobservable inputs supported by little or no market activity based on the Company’s own assumptions.

	June 30, 2022			December 31, 2021
Face value	$	4,000		$	4,000
Coupon rate	12% - 17%			12% - 17%
Stock price	$	0.08		$	0.17
Term (years)	.51 - 3.45			.7 - 3.19
Risk-free interest rate		2.52	%		0.29	%
Volatility	n/a			n/a

The contingent stock consideration liability at June 30, 2022, is comprised of the fair value of potential future issuance of Class A Common Stock to CariCord participating shareholders pursuant to a settlement agreement signed during the year ended December 31, 2021 (see Note 9). The fair value measurement of the contingent stock consideration obligation is determined using Level 3 inputs and is based on a probability-weighted expected return methodology (“PWERM”). The measurement is largely based upon unobservable inputs supported by little or no market activity based on the Company’s own assumptions. As of December 31, 2021, the applicable procurement targets were not probable of being achieved.

The following table presents a reconciliation of the contingent stock consideration obligation measured on a recurring basis using Level 3 inputs as of June 30, 2022 and December 31, 2021:

Balance as of

December 31,

2021

Net

transfers

in to (out of)

Level 3

Purchases,

settlements

and other

net

Fair value

adjustments

Balance as of

June 30,

2022

Liabilities:

Contingent stock consideration

—

611

The fair value of the liability to issue future shares of Class A Common Stock was estimated by the Company at each reporting date based on the results of a third-party valuation using a PWERM based on various inputs and assumptions, including the Company’s common share price, discount rates, and the probability of achieving specified future operational targets. The actual settlement of contingent stock consideration could differ from current estimates based on the actual achievement of these specified targets and movements in the Company’s common share price.

At each reporting date, the Company revalues the contingent stock consideration obligation to estimated fair value and records changes in fair value as income or expense in the Company’s condensed consolidated statements of operations. Changes in the fair value of the contingent stock consideration obligation may result from changes in discount rates, changes in the Company’s common share price, and changes in probability assumptions with respect to the likelihood of achieving specified operational targets. The Company has classified all of the contingent stock consideration as a long-term liability in the condensed consolidated balance sheets as of June 30, 2022. See Note 9, “Commitments and Contingencies”, for more information on contingent stock consideration.