Standard Contracts
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.”
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.
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.
JOINDER AGREEMENTJoinder Agreement • February 10th, 2022 • Leafly Holdings, Inc. /DE • Services-prepackaged software • New York
Reference is hereby made to that certain Note Purchase Agreement (the “Purchase Agreement”) dated January 11, 2022 among Merida Merger Corp. I (to be renamed Leafly Holdings, Inc.), a Delaware corporation (the “Company”), Merida Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and the Purchasers party thereto relating to the issuance and sale to the Purchasers of $30,000,000 in aggregate principal amount of the Company’s 8.00% Convertible Senior Notes due 2025 (the “Notes”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
