AMENDMENT TO FORWARD PURCHASE SHARE AGREEMENT
EXHIBIT 10.24
AMENDMENT TO
FORWARD PURCHASE SHARE AGREEMENT
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) Xxxxxx Xxxxxx 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.
WHEREAS, the Business Combination has been consummated and the Business Combination Closing Date has occurred;
WHEREAS, as of the date of this Amendment, the number of Shares subject to the Forward Share Purchase Agreement is 686,161 Shares;
WHEREAS, the Company and the Investors desire to amend the Forward Share Purchase Agreement to extend the term of the Forward Share Purchase Agreement and to make the other changes set forth in this Amendment.
NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein and in the Forward Share Purchase Agreement, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I
EXHIBIT 10.24
the immediately preceding sentence shall be deemed to have forfeited its right to sell any Shares to the Company pursuant to this Agreement.
(b) Shares Closing. If a Shares Sale Notice is timely delivered by any Investor to the Company and the Escrow Agent, the closing of the sale of the Shares contemplated in each such timely delivered Share Sales Notice (the “Shares Closing”) shall occur on the Put Date (the “Shares Closing Date”). On the Shares Closing Date, each selling Investor shall deliver, or make available for delivery by way of DWAC, the Shares subject to the applicable Shares Sale Notice free and clear of all liens and encumbrances to the Escrow Agent and, in exchange therefor, the Escrow Agent shall deliver to each such selling Investor(s) an amount equal to
(i) the Shares Purchase Price multiplied by (ii) the number of Shares being sold by such selling Investor (with respect to any particular selling Investor, the “Investor Shares Purchase Price”), which shall be paid by wire transfer of immediately available funds from the Escrow Account. The Escrow Agent shall promptly deliver such sold Shares to the Company.
(f) Shareholdings. As of the date of May 2, 2022 (the “Effective Date”), the Investors collectively hold 686,161 Shares, with the per Investor holding of Shares set forth on Appendix A hereto.
[Intentionally deleted]
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market 599,439 Shares (the “Previously Sold Shares”). The Parties agree that the Investors shall have the right, but not the obligation, to sell any or all of the Shares in the open market if the sale price exceeds $10.01 per Share prior to payment of any commissions due by the Investors for such sale. Each Investor shall give written notice to the Company and the Escrow Agent of any open market sale or any other disposition of the Shares, including pursuant to the delivery of Shares in connection with the exercise of any derivative transactions entered into by such Investor (which shall be treated as a sale for purposes of Section 3.1 of the Escrow Agreement), made after the Effective Date, within three (3) Business Days following the date of such sale or other transfer (each, an “Open Market Sale Notice”), and each Open Market Sale Notice shall include the date of the sale or other transfer and the number of Shares sold or transferred.
(x) $10.16 multiplied by (y) 686,161 Shares, and to the extent that as of the Effective Date, the amount of the Escrowed Funds exceeds such amount, then within three (3) Business Days of the Effective Date, the Escrow Agent shall release to the Company for the Company’s use without restriction such excess amount. Furthermore, upon receipt by the Escrow Agent and the Company subsequent to the Effective Date of an Open Market Sale Notice as provided in Section 4(c), the Escrow Agent may release to the Company for the Company’s use without restriction an aggregate amount equal to
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to timely deliver a Shares Sale Notice to the Company pursuant to Section 1(a) for all of its Shares, the Company may promptly issue instructions to the Escrow Agent to release from the Escrow Account to the Company for the Company’s use without restriction an amount equal to
(x) $10.16 multiplied by (y) the number of Shares held by such Investor.
5. Closing Conditions. The obligation of the Company to purchase the Shares at the Shares Closing under this Agreement shall be subject in all respects to the consummation of the Business Combination, such Shares being free and clear of all liens and other encumbrances as of the Shares Closing and such Shares being continuously held by the Investors from the closing of the Business Combination through the Put Date.
(ii) waives any objection to laying venue in any such action in the Chosen Courts, and (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto.
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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed as of the date first written above.
COMPANY:
LEAFLY HOLDINGS INC., a Delaware
corporation
By: /s/ Xxxxxx Xxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxxx
Title: Chief Financial Officer
EXHIBIT 10.24
[Signature Page to Amendment to Forward Share Purchase Agreement]
MSOF:
Meteora Special Opportunity Fund I, LP
By: /s/ Xxx Xxxxxx
Name: Title:
MCP:
Xxx Xxxxxx
Managing Member
Meteora Capital Partners, LP
By: /s/ Xxx Xxxxxx
Name: Title:
Xxx Xxxxxx
Managing Member
Appendix A
Investor |
Number of Shares |
Meteora Special Opportunity Fund I, LP |
154,578 |
Meteora Capital Partners, LP |
531,583 |