12,000,000 Units MERIDA MERGER CORP. I UNDERWRITING AGREEMENTUnderwriting Agreement • November 7th, 2019 • Merida Merger Corp. I • Blank checks • New York
Merida Merger Corp. I, a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 7th, 2019 • Merida Merger Corp. I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 4th day of November, 2019, by and among Merida Merger Corp. I, a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 21st, 2019 • Merida Merger Corp. I • Blank checks • New York
This Agreement, made and entered into effective as of the ___ day of _____, 2019 (“Agreement”), by and between Merida Merger Corp. I, a Delaware corporation (“Company”), and ____________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 7th, 2019 • Merida Merger Corp. I • Blank checks • New York
This Agreement is made as of November 4, 2019 by and between Merida Merger Corp. I (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017Advisory Agreement • November 7th, 2019 • Merida Merger Corp. I • Blank checks • New York
This is to confirm our agreement whereby Merida Merger Corp. I, a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statements on Form S-1 (File Nos. 333-234134 and 333-234499) filed with the Securities and Exchange Commission (collectively, the “Registration Statement”) in connection with its initial public offering (“IPO”).
WARRANT AGREEMENTWarrant Agreement • October 21st, 2019 • Merida Merger Corp. I • Blank checks • New York
This agreement is made as of __________, 2019 between Merida Merger Corp. I, a Delaware corporation, with offices at 641 Lexington Avenue, 18th Floor, New York, NY 10022 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • November 7th, 2019 • Merida Merger Corp. I • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of November 4, 2019 (“Agreement”), by and among MERIDA MERGER CORP. I, a Delaware corporation (“Company”), the stockholder of the Company listed on Exhibit A hereto (the “Founder”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
Merida Merger Corp. I New York, NY 10022 EarlyBirdCapital, Inc. New York, NY 10017Underwriting Agreement • October 21st, 2019 • Merida Merger Corp. I • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Merida Merger Corp. I, a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
LEAFLY HOLDINGS, INC.Option Agreement • March 31st, 2022 • Leafly Holdings, Inc. /DE • Services-prepackaged software
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Leafly Holdings, Inc. (the “Company”) has granted you an option under its 2018 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Class 3 Common Stock (“Common Stock”) indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly defined in this Option Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 9th, 2021 • Merida Merger Corp. I • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among (a) Leafly Holdings, Inc., a Delaware corporation (formerly, Merida Merger Corp. I, the “Company”), (b) Merida Holdings, LLC, a Delaware limited liability company (the “Sponsor” and together with its Permitted Transferees (as defined herein), the “Sponsor Holders”), (c) EarlyBirdCapital, Inc. (“EarlyBirdCapital” and together with its Permitted Transferees, the “EarlyBirdCapital Holders”), and (c) the stockholders of Leafly Holdings, Inc., a Washington corporation, immediately prior to the Effective Time party hereto (such stockholders, and their respective Permitted Transferees, the “Leafly Holders”). The Sponsor Holders, the EarlyBirdCapital Holders, the Leafly Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders.”
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 9th, 2021 • Merida Merger Corp. I • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of August 9, 2021, is entered into by and among Merida Merger Corp. I, a Delaware corporation (“Parent”), Merida Merger Sub, Inc., a Washington corporation (“First Merger Sub”), Merida Merger Sub II, LLC, a Washington limited liability company (“Second Merger Sub”), and Leafly Holdings, Inc., a Washington corporation (the “Company”). Certain capitalized terms used in this Agreement shall have the meanings set forth in Article I.
FORWARD SHARE PURCHASE AGREEMENTForward Share Purchase Agreement • March 31st, 2022 • Leafly Holdings, Inc. /DE • Services-prepackaged software • Delaware
This Forward Share Purchase Agreement (this “Agreement”) is entered into as of December 22, 2021, by and among (i) Merida Merger Corp. I, a Delaware corporation (“Merida”), (ii) Meteora Special Opportunity Fund I, LP, a Delaware limited partnership (“MSOF”), and (iii) Meteora Capital Partners, LP, a Delaware limited partnership (“MCP), (together with MSOF and MCP, each individually an “Investor” and collectively, the “Investors”). Each of Merida, MSOF and MCP is individually referred to herein as a “Party” and collectively as the “Parties”. Each of MSOF and MCP is individually referred to herein as a “Principal Investor” and together, the “Principal Investors”.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 10th, 2022 • Leafly Holdings, Inc. /DE • Services-prepackaged software • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 4, 2022, is made and entered into by and among (a) Leafly Holdings, Inc., a Delaware corporation (formerly, Merida Merger Corp. I, the “Company”), (b) Merida Holdings, LLC, a Delaware limited liability company (the “Sponsor” and together with its Permitted Transferees (as defined herein), the “Sponsor Holders”), (c) EarlyBirdCapital, Inc. (“EarlyBirdCapital” and together with its Permitted Transferees, the “EarlyBirdCapital Holders”), and (c) the stockholders of Leafly Holdings, Inc., a Washington corporation, immediately prior to the Effective Time party hereto (such stockholders, and their respective Permitted Transferees, the “Leafly Holders”). The Sponsor Holders, the EarlyBirdCapital Holders, the Leafly Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders.”
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • May 7th, 2024 • Leafly Holdings, Inc. /DE • Services-prepackaged software • California
THIS EXECUTIVE SEVERANCE AGREEMENT (“Agreement”) by and between Leafly, LLC, a Washington limited liability company (the “Company”), and Peter Lee (the “Executive”), is made as of May 1, 2024.
AMENDMENT TO FORWARD PURCHASE SHARE AGREEMENTForward Purchase Share Agreement • March 29th, 2023 • Leafly Holdings, Inc. /DE • Services-prepackaged software • Delaware
THIS AMENDMENT, dated as of May 3, 2022 (this “Amendment”), to that certain forward share purchase agreement (the “Forward Share Purchase Agreement”), dated as of December 22, 2021, by and among Merida Merger Corp. I, a Delaware corporation, renamed Leafly Holdings Inc. (the “Company”), and Tenor Opportunity Master Fund, Ltd. (the “Investor”). Capitalized terms used but not otherwise defined in this Amendment shall have the meaning ascribed thereto in the Forward Share Purchase Agreement.
AMENDMENT TO FORWARD PURCHASE SHARE AGREEMENTForward Purchase Share Agreement • March 29th, 2023 • Leafly Holdings, Inc. /DE • Services-prepackaged software • Delaware
THIS AMENDMENT, dated as of May 3, 2022 (this “Amendment”), to that certain forward share purchase agreement (the “Forward Share Purchase Agreement”), dated as of January 10, 2022, by and among Merida Merger Corp. I, a Delaware corporation, renamed Leafly Holdings Inc. (the “Company”), and Linden Advisors LP on behalf of the accounts listed in Appendix A of the Forward Share Purchase Agreement (each an “Investor” and together the “Investors”). Capitalized terms used but not otherwise defined in this Amendment shall have the meaning ascribed thereto in the Forward Share Purchase Agreement.
AMENDMENT TO FORWARD PURCHASE SHARE AGREEMENTForward Purchase Share Agreement • March 29th, 2023 • Leafly Holdings, Inc. /DE • Services-prepackaged software • Delaware
THIS AMENDMENT, dated as of May 3, 2022 (this “Amendment”), to that certain forward share purchase agreement (the “Forward Share Purchase Agreement”), dated as of December 22, 2021, by and among (i) Merida Merger Corp. I, a Delaware corporation, renamed Leafly Holdings Inc. (the “Company”), (ii) Meteora Special Opportunity Fund I, LP, a Delaware limited partnership (“MSOF”), and (iii) Meteora Capital Partners, LP, a Delaware limited partnership (“MCP”) (with each of MCP and MSOF individually as an “Investor” and collectively, the “Investors”). Capitalized terms used but not otherwise defined in this Amendment shall have the meaning ascribed thereto in the Forward Share Purchase Agreement.
November 17, 2021 Ms. Yoko Miyashita By emailEmployment Agreement • December 10th, 2021 • Merida Merger Corp. I • Services-prepackaged software • Washington
Pursuant to the employment agreement between you and Leafly Holdings, Inc. (“Leafly”, to be renamed Leafly Operating, Inc. following the consummation of the Business Combination (as defined below)) dated August 17, 2020 (the “Employment Agreement”), you were granted on May 4, 2021 (i) an option to purchase up to 1,458,298 shares (the “Liquidity Event Option”) of Leafly common stock pursuant to the Leafly Holdings, Inc. 2018 Equity Incentive Plan (the “Plan”), and (ii) an option to purchase up to 1,458,298 shares (the “Milestone Option”) of Leafly common stock pursuant to the Plan. In connection with the merger by and among Merida Merger Corp. I, a Delaware corporation (“Parent”, to be renamed Leafly Holdings, Inc. following the consummation of the Business Combination (as defined below)), Merida Merger Sub, Inc., Merida Merger Sub II, LLC, and Leafly, as described in the Agreement and Plan of Merger, dated August 9, 2021 (as may be amended or otherwise modified from time to time, the “
AMENDMENT TO FORWARD PURCHASE SHARE AGREEMENTForward Purchase Share Agreement • March 29th, 2023 • Leafly Holdings, Inc. /DE • Services-prepackaged software • Delaware
THIS AMENDMENT, dated as of May 3, 2022 (this “Amendment”), to that certain forward share purchase agreement (the “Forward Share Purchase Agreement”), dated as of December 22, 2021, by and among Merida Merger Corp. I, a Delaware corporation, renamed Leafly Holdings Inc. (the “Company”), and Castle Creek Arbitrage, LLC on behalf of the accounts listed in Appendix A of the Forward Share Purchase Agreement (each an “Investor” and together the “Investors”). Capitalized terms used but not otherwise defined in this Amendment shall have the meaning ascribed thereto in the Forward Share Purchase Agreement.
Leafly Holdings, Inc. 2021 Equity Incentive Plan Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • March 29th, 2023 • Leafly Holdings, Inc. /DE • Services-prepackaged software • Washington
This Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between Leafly Holdings, Inc., a corporation organized and existing under the laws of Delaware (the “Company”) and [●] (the “Participant”), effective as of __________, 2022 (the “Date of Grant”).
Leafly Holdings, Inc. 2021 Equity Incentive Plan Performance Stock Unit Award AgreementPerformance Stock Unit Award Agreement • August 11th, 2023 • Leafly Holdings, Inc. /DE • Services-prepackaged software • Delaware
This Performance Stock Unit Award Agreement (this “Agreement”) is made by and between Leafly Holdings, Inc., a corporation organized and existing under the laws of Delaware (the “Company”), and [●] (the “Participant”), effective as of [●], 202_ (the “Date of Grant”).
Leafly Holdings, Inc. 2021 Equity Incentive Plan Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • August 11th, 2023 • Leafly Holdings, Inc. /DE • Services-prepackaged software • Delaware
This Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between Leafly Holdings, Inc., a corporation organized and existing under the laws of Delaware (the “Company”) and [●] (the “Participant”), effective as of __________, 20__ (the “Date of Grant”).
Leafly Holdings, Inc. 2021 Equity Incentive Plan Stock Option Award AgreementStock Option Award Agreement • March 29th, 2023 • Leafly Holdings, Inc. /DE • Services-prepackaged software • Washington
This Stock Option Award Agreement (this “Agreement”) is made by and between Leafly Holdings, Inc., a corporation organized and existing under the laws of Delaware (the “Company”) and [] (the “Participant”), effective as of __________, 2022 (the “Date of Grant”).
Merida Merger Corp. IOffice Space and Administrative Services Agreement • November 7th, 2019 • Merida Merger Corp. I • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Merida Merger Corp. I (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Merida Manager III LLC (the “Affiliate”) shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 641 Lexington Avenue, 18th Floor, New York, NY 10022 (or any successor location). In exchange therefore, the Company shall pay the Affiliate the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date; provide,
WARRANT AGREEMENTWarrant Agreement • November 7th, 2019 • Merida Merger Corp. I • Blank checks • New York
This agreement is made as of November 4, 2019 between Merida Merger Corp. I, a Delaware corporation, with offices at 641 Lexington Avenue, 18th Floor, New York, NY 10022 (“Company”), and Continental Stock Transfer & Trust Company (the “US Warrant Agent”), a New York corporation, with offices at 1 State Street, New York, New York 10004 and TSX Trust Company, a company existing under the laws of Canada with offices at 301 - 100 Adelaide Street, Toronto, Ontario M5H 4H1 (the “Canadian Warrant Agent”) the US Warrant Agent and the Canadian Warrant Agent are each herein referenced to as “Warrant Agent”.
MERIDA MERGER CORP. I NOTE PURCHASE AGREEMENTNote Purchase Agreement • January 12th, 2022 • Merida Merger Corp. I • Services-prepackaged software • New York
This Note Purchase Agreement (the “Agreement”) is made as of January 11, 2022 (the “Effective Date”) by and among Merida Merger Corp. I, to be renamed Leafly Holdings, Inc., pursuant to the Agreement and Plan of Merger (as defined herein), a Delaware corporation (the “Company”), the persons and entities whose names are set forth on the signature pages hereto as “Purchasers” (individually, a “Purchaser” and collectively, the “Purchasers”), and for the limited purposes set forth herein, Merida Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and, following the execution and delivery of the Joinder Agreement (as defined herein), Leafly, LLC, a Washington limited liability company (the “Guarantor”).
NOTATION OF GUARANTEE February 4, 2022Guarantee • February 10th, 2022 • Leafly Holdings, Inc. /DE • Services-prepackaged software • New York
Reference is hereby made to the Note Purchase Agreement dated as of January 11, 2022 (the “Purchase Agreement”) by and among Merida Merger Sub I, a Delaware corporation (which has been renamed Leafly Holdings, Inc., the “Company”), pursuant to which the Company issued on the date hereof its 8.00% Convertible Senior Notes due 2025 (the “Notes”) to the purchasers party to the Purchase Agreement. Capitalized terms used but not defined herein have the meanings given to them in the Notes.
AMENDMENT No. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 12th, 2022 • Merida Merger Corp. I • Services-prepackaged software • Delaware
This Amendment No. 2 to Agreement and Plan of Merger (this “Amendment No. 2”) is made and entered into as of January 11, 2022, by and among Merida Merger Corp. I, a Delaware corporation (“Parent”), Merida Merger Sub, Inc., a Washington corporation (“First Merger Sub”), Merida Merger Sub II, LLC, a Washington limited liability company (“Second Merger Sub”), and Leafly Holdings, Inc., a Washington corporation (the “Company” and together with Parent, First Merger Sub and Second Merger Sub, the “Parties”), and amends that certain Agreement and Plan of Merger, dated as of August 9, 2021, by and among the Parties, as amended by that certain Amendment No. 1 to Agreement and Plan of Merger (“Amendment No. 1”), by and among the Parties, dated as of September 8, 2021 (as amended, the “Merger Agreement”). Except as otherwise set forth herein, capitalized terms used herein have the meanings set forth in the Merger Agreement.
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • February 10th, 2022 • Leafly Holdings, Inc. /DE • Services-prepackaged software • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of February 4, 2022, by and between Leafly Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”). Capitalized terms not defined elsewhere in this Agreement are used as defined in Section 14.
Leafly Holdings, Inc. 2021 Equity Incentive Plan Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • August 11th, 2023 • Leafly Holdings, Inc. /DE • Services-prepackaged software • Delaware
This Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between Leafly Holdings, Inc., a corporation organized and existing under the laws of Delaware (the “Company”), and [●] (the “Participant”), effective as of __________, 202___ (the “Date of Grant”).
leafly holdings, inc. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • June 27th, 2024 • Leafly Holdings, Inc. /DE • Services-prepackaged software • New York
Leafly Holdings, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with The Benchmark Company, LLC (“Benchmark”), as follows:
MERIDA MERGER CORP. I PLANS TO DELIST FROM THE NEO EXCHANGEBusiness Combination Agreement • August 23rd, 2021 • Merida Merger Corp. I • Blank checks
NEW YORK, NY, August 23, 2021 – As previously announced, Merida Merger Corp. I (NEO: MMK.U) (“Merida”) entered into a definitive agreement for a business combination with Leafly Holdings, Inc. (“Leafly”). As part of the transaction, Merida expects to voluntarily delist from the NEO Exchange (“NEO”) at the close of trading on or about Wednesday, September 1, 2021. Merida will continue to be listed and trade on Nasdaq (NASDAQ: MCMJ).
Merida Merger Corp. IMerger Agreement • August 9th, 2021 • Merida Merger Corp. I • Blank checks • Delaware
VOTING AND NON-REDEMPTION AGREEMENTVoting and Non-Redeemtion Agreement • August 10th, 2021 • Merida Merger Corp. I • Blank checks • Delaware
This VOTING AND NON-REDEMPTION AGREEMENT (this “Agreement”) is entered into as of August 9, 2021 (the “Agreement Date”) by and between Leafly Holdings, Inc., a Washington corporation (the “Company”), Merida Merger Corp. I, a Delaware corporation (“SPAC”), and the undersigned stockholder of SPAC (“Stockholder”). SPAC, Stockholder and the Company are collectively referred to herein as the “Parties” and individually as a “Party.”
EMPLOYMENT AGREEMENTEmployment Agreement • November 26th, 2021 • Merida Merger Corp. I • Services-prepackaged software • Washington
This EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between LEAFLY HOLDINGS, INC. (the “Company”) and Yoko Miyashita (the “Executive”).
