AMENDMENT TO FORWARD PURCHASE SHARE AGREEMENT
EXHIBIT 10.25
Execution Version
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 January 10, 2022, by and among Xxxxxx Xxxxxx 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.
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 738,688 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
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(b) Shares Closing. If a Shares Sale Notice is timely delivered by any Investor to the Company, 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 (as defined below) 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 3, 2022, the Investors collectively hold 738,688 Shares, with the per Investor holding of Shares set forth on Appendix A hereto.
[Intentionally deleted]
Each Investor shall give written notice to the Company of any open market sale pursuant to this Section 4(c) 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
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purposes of Section 3.1 of the Escrow Agreement), within five (5) Business Days following the last day of the calendar week during which such sale or other transfer
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was completed (each, an “Open Market Sale Notice”), and each Open Market Sale Notice shall include the date of the sale or other transfer, the number of Shares sold or transferred, and confirmation that the sale price per Share was greater than
$10.01 per share prior to the payment of any commissions due by the Investor for the sale.
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.
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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
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[Signature Page to Amendment to Forward Share Purchase Agreement]
INVESTOR:
XXXXXX ADVISORS LP on behalf of the Accounts listed on Appendix A of the Forward Share Purchase Agreement
By: /s/ Xxxx Xxx
Name: Title:
Xxxx Xxx
General Counsel /Authorized Signatory
[Signature Page to Amendment to Forward Share Purchase Agreement]
Appendix A
Investor |
Number of Shares |
Linden Capital L.P. |
694,908 |
Crown Managed Accounts SPC acting for and on behalf of Crown/Linden Segregated Portfolio |
16,000 |
PCH Manager Fund, SPC. Solely on behalf of and for the account of Segregated Portfolio 214 |
27,780 |