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”).
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.
January 11, 2022Merida Merger Corp. I • January 12th, 2022 • Services-prepackaged software • Delaware
Reference is hereby made to (a) that certain Agreement and Plan of Merger, dated August 9, 2021 (as may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Merida Merger Corp. I, a Delaware corporation (“Parent”), Merida Merger Sub, Inc., a Washington corporation, Merida Merger Sub II, LLC, a Washington limited liability company, and Leafly Holdings, Inc., a Washington corporation (the “Company”) and (b) those certain agreements (the “Share Transfer, Non-Redemption and Forward Purchase Agreements”) entered into by and among Parent, Merida Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and certain holders (the “Public Stockholders”) of shares of Parent Common Stock. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement.
