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CONTINGENT CONSIDERATION LIABILITY

12 Months Ended

Dec. 31, 2022

14. CONTINGENT CONSIDERATION LIABILITY

In accordance with the terms of the Business Combination Agreement, the Company will pay to the Seller 20% of any cash proceeds received by Company before the five-year anniversary of the Closing resulting from the exercise of Company Warrants outstanding as of the Signing Date.

The contingent consideration liability is included in “Contingent consideration liability” on the consolidated balance sheet. Changes in the fair value of the liability are included in “Change in fair value of derivatives and contingent consideration” on the Consolidated Statements of Operations.

The Company utilized a probability weighted scenario-based model to determine the fair value of the contingent consideration. Based on this valuation model, the Company determined the fair value of the contingent consideration to be $1,308 as of the Closing date and $1,260 as of December 31, 2022. The assumptions used in the analysis are inherently subjective; therefore, the ultimate amount of the liability may differ materially from the current estimate.

The significant unobservable inputs used in the fair value measurement of the contingent consideration liability are measures of the estimated payouts over a five-year period based on internally generated financial projections on a probability-weighted basis and a discount rate which was in a range of 3.99% to 4.73% with a weighted average of 4.34% as of December 31, 2022. The contingent consideration liability is a Level 3 input.

The following table presents a summary of the changes in the fair value of the contingent consideration liability:

	(in thousands)
June 9, 2022	$	1,308
Change in fair value		(48	)
December 31, 2022	$	1,260