Leafly 424B3 Prospectus supplement

Filed Pursuant to Rule 424(b)(3)
SEC File No.: 333-259381

MERIDA MERGER CORP. I
641 Lexington Avenue, 18th Floor
New York, New York 10022

PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION STATEMENT SUPPLEMENT

January 18, 2022

TO THE STOCKHOLDERS OF MERIDA MERGER CORP. I:

This is a supplement (this “Supplement”) to the proxy statement/prospectus/consent solicitation statement of Merida Merger Corp. I (“Merida” or the “Company”), dated December 21, 2021 (the “Proxy Statement/Prospectus/Consent Solicitation Statement”), that was sent to you in connection with the Company’s special meeting in lieu of an annual meeting to consider and vote upon a proposal, among others, to approve and adopt the Agreement and Plan of Merger, dated as of August 9, 2021 and amended on September 8, 2021 and on January 11, 2022 (as amended, the “Merger Agreement”), by and among Merida, Merida Merger Sub, Inc., a Washington corporation (“Merger Sub I”), Merida Merger Sub II, LLC, a Washington limited liability company (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), and Leafly Holdings, Inc., a Washington corporation (“Leafly”). The special meeting was originally scheduled to be held at 10:00 a.m., Eastern Time, on January 14, 2022. However, as a result of Merida entering into the agreements discussed below, Merida has determined to adjourn the meeting until 10:00 a.m., Eastern Time, on February 1, 2022 to give stockholders sufficient time to evaluate the information contained in this Supplement. Additionally, holders of Public Shares now have until 5:00 p.m., Eastern Time, on January 28, 2022, the day that is two business days before the special meeting, to exercise their redemption rights if they desire to do so.

Due to health concerns stemming from the COVID-19 pandemic, and to support the health and well-being of our stockholders, the special meeting will be a virtual meeting, held solely over the internet by means of a live audio webcast and can be accessed at https://www.cstproxy.com/meridamergercorpi/sm2022. Capitalized terms used in this Supplement but not defined shall have the meanings ascribed to such terms in the Proxy Statement/Prospectus/Consent Solicitation Statement, unless a new definition for such term is provided herein.

On January 11, 2022, Merida, Merida Holdings, LLC (“Sponsor”) and certain purchasers (the “Note Investors”) entered into a note purchase agreement (the “NPA”), attached to this Supplement as Annex A, providing for the issuance by Merida of $30,000,000 in aggregate principal amount of unsecured convertible senior notes due 2025 (the “New Notes”), immediately prior to the closing of the transactions contemplated by the Merger Agreement and the other agreements entered into by Merida and Leafly in connection therewith (the “Business Combination”). The New Notes, the form of which is attached to this Supplement as Annex B, will also be guaranteed, after the closing of the Business Combination, by Leafly, LLC.

The New Notes will bear interest at a rate of 8.00% per annum, paid in cash semi-annually in arrears on July 31 and January 31 of each year, and will mature on January 31, 2025 (the “Maturity Date”). The New Notes are convertible into approximately 2,400,000 shares of New Leafly Common Stock at an initial conversion rate of 80 shares of New Leafly Common Stock per $1,000 principal amount of New Notes and 80 shares of New Leafly Common Stock per $1,000 amount of accrued and unpaid interest, if any, thereon, subject to adjustment for customary events prior to the Maturity Date (the “Conversion Rate”), which is equivalent to an initial conversion price of $12.50 per share. Conversion of the New Notes, together with any accrued and unpaid interest, if any, at the time of conversion will be settled in shares of New Leafly Common Stock.

The New Notes will be convertible at the option of the holders at any time prior to the close of business on the second scheduled trading day immediately before the Maturity Date. In addition, the Company may, at its election, force the conversion of the New Notes at the Conversion Rate on or after January 31, 2024, if the volume-weighted average trading price of New Leafly Common Stock exceeds $18.00 for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days. The Company also has the option, on or after January 31, 2023 and prior to the 40th trading day immediately before the Maturity Date and subject to the holders’ ability to optionally convert, to redeem all or a portion of the New Notes at a cash redemption price equal to 100% of the principal amount of the New Notes, plus accrued and unpaid interest, if any.

The holders of the New Notes will have the right to cause the Company to repurchase for cash all or a portion of the New Notes held by such holder upon the occurrence of a “fundamental change,” as defined in the New Notes or, in connection with certain asset sales, in each case at a price equal to 100% of par plus accrued and unpaid interest, if any.

The New Notes include restrictive covenants that, among other things and subject to the exceptions set forth in the New Notes, limit the ability of the Company to incur additional debt, incur liens, make restricted payments, make certain investments, enter into affiliate transactions, dispose of certain assets and enter into certain merger or asset sale transactions. The New Notes also contain customary events of default.

Pursuant to and as set forth in the NPA, the Sponsor agreed to transfer, for no additional consideration, 37,500 sponsor shares and 300,000 Private Warrants to the Note Investors.

Pursuant to the NPA, and subject to the terms and conditions thereof, the Company has also agreed to register the resale of the Common Stock issuable upon conversion of the New Notes after the closing of the Business Combination on terms similar to the terms contemplated by the Company’s amended and restated registration rights agreement.

In addition, as previously announced, on December 22, 2021, Merida and the Sponsor entered into agreements (referred to as the “Share Transfer, Non-Redemption and Forward Purchase Agreements”) with certain holders (the “Public Stockholders”), of shares of common stock issued in Merida’s initial public offering (“Public Shares”), pursuant to which such Public Stockholders agreed not to seek redemption of up to 1,400,000 Public Shares in connection with Merida’s upcoming special meeting in lieu of an annual meeting to approve its proposed business combination with Leafly (the “Business Combination Meeting”). The Share Transfer, Non-Redemption and Forward Purchase Agreements provide that, immediately after the closing of the Business Combination, the Sponsor will transfer to the Public Stockholders an aggregate of 1,000 shares of the Company’s common stock beneficially owned by it (or its designees) (“sponsor shares”) for every 45,450 Public Shares not redeemed by the Public Stockholders at the Business Combination Meeting and held at the closing. The Sponsor agreed to assign its registration rights related to all sponsor shares transferred to the Public Stockholders pursuant to such Share Transfer, Non-Redemption and Forward Purchase Agreements. The Share Transfer, Non-Redemption and Forward Purchase Agreements further provide that the Public Stockholders shall have the right, but not the obligation, to have Merida repurchase any of such Public Shares held by it as of the closing and not later sold into the market at a price of $10.01 per share on the three-month anniversary of the closing.

Furthermore, as previously announced, on December 22, 2021, Merida entered into additional agreements with two Public Stockholders and an additional agreement with a Public Stockholder on January 10, 2022 (collectively, the “Additional Non-Redemption and Forward Purchase Agreements”), pursuant to which the Public Stockholders agreed not to seek redemption of up to 1,800,000 Public Shares and up to 800,000 Public Shares, respectively, in connection with the Business Combination Meeting. The Additional Non-Redemption and Forward Purchase Agreements provide that the Public Stockholders shall have the right, but not the obligation, to have Merida repurchase any of such Public Shares held by them as of the closing and not later sold into the open market at a price of $10.16 per share on the three-month anniversary of the closing; provided, however, that if the Public Stockholders sell any of their Public Shares in the open market prior to the one-month anniversary of the closing at a price in excess of $10.06 per share, the Company will pay the Public Stockholders $0.05 per Public Share sold irrespective of the sale price received by such Public Stockholders.

In connection with the foregoing and concurrently with the execution of the NPA, Merida, Merger Sub I, Merger Sub II and Leafly entered into that certain Amendment No. 2 to the Merger Agreement (the “Merger Agreement Amendment”), attached to this Supplement as Annex C, pursuant to which the parties revised the definition of Closing Date Cash to include the proceeds received by Merida pursuant to the NPA and made certain other changes related thereto.

In connection with the foregoing and concurrently with the execution of the NPA, Merida entered into a letter agreement (the “Side Letter”), attached to this Supplement as Annex D, with the Sponsor and Leafly, pursuant to which the Sponsor has agreed to: (i) at the closing of the Business Combination, deliver and surrender for cancellation to Merida an aggregate of 13,000 shares of Common Stock held by the Sponsor at no cost and (ii) on the date that is three months following such closing date, deliver and surrender for cancellation to Merida up to an aggregate of 26,000 shares of New Leafly Common Stock at no cost, with the exact number of shares to be delivered and

surrendered for cancellation to be determined based on the final amount of the cash fees to be paid by Merida pursuant to the Share Transfer, Non-Redemption and Forward Purchase Agreements at such date (i.e., one share contributed for each $10.00 of cash paid pursuant to such agreements, up to a maximum of 26,000 shares).

As a result, assuming (i) that no additional holder of Public Shares exercises redemption rights as described in the Proxy Statement/Prospectus/Consent Solicitation Statement (after giving effect to the redemption of an aggregate of 3,927,435 shares of Common Stock by holders who exercised their right to redeem their shares in connection with the submission of proposals to extend the date by which Merida has to consummate a business combination), (ii) Leafly’s capitalization at the closing of the Business Combination will be consistent with Leafly’s estimates as of September 30, 2021, (iii) the Business Combination closes in the first quarter of 2022, (iv) an Exchange Ratio of 0.3271 (estimated as of September 30, 2021 assuming the Business Combination closes in the first quarter of 2022), (v) inclusion of the effect of the conversion of the New Notes and (vi) no inclusion of the effect of any other outstanding warrants and options of Leafly and Merida and the issuance of the Earnout Shares, or any further financing of Merida or Leafly, immediately after the closing of the Business Combination, the former Leafly securityholders will hold approximately 76.5% of the issued and outstanding shares of New Leafly Common Stock, the current public stockholders of Merida will hold approximately 19.8% of the issued and outstanding shares of New Leafly Common Stock, the Note Investors will hold approximately 0.1% of the issues and outstanding shares of New Leafly Common Stock and the Sponsor will hold approximately 3.6% of the issued and outstanding shares of New Leafly Common Stock.

We are sending you this Supplement to provide you with additional information relating to the New Notes and the Merger Agreement Amendment, including updated unaudited pro forma condensed combined financial information to aid you in your analysis of the Business Combination.

Before you vote you should read the Proxy Statement/Prospectus/Consent Solicitation Statement and other documents that the Company has filed with the Securities and Exchange Commission, together with this Supplement, for more complete information about the Company and the business combination with Leafly. If you need additional copies of this Supplement, the Proxy Statement/Prospectus/Consent Solicitation Statement, or the proxy card you should contact:

Mr. Peter Lee
Merida Merger Corp. I
641 Lexington Avenue, 18th Floor
New York, NY 10022
Tel: (212) 818-8800

or:

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: MCMJ.info@investor.morrowsodali.com

You may also obtain a free copy of this Supplement, the Proxy Statement/Prospectus/Consent Solicitation Statement and other documents containing information about the Company and the Business Combination, without charge, at the SEC’s website at www.sec.gov.

This Supplement should be read together with the Proxy Statement/Prospectus/Consent Solicitation Statement. To the extent that the information in this Supplement is inconsistent with the information in the Proxy Statement/Prospectus/Consent Solicitation Statement, the information in this Supplement supersedes the information in the Proxy Statement/Prospectus/Consent Solicitation Statement.

All of the Company’s stockholders are cordially invited to attend the special meeting. If you are a stockholder of record and you have already provided a proxy, your shares will be voted in accordance with your instructions at the special meeting, unless you affirmatively change your proxy as described in the Proxy Statement/Prospectus/Consent Solicitation Statement. If you have not yet provided a proxy, you are urged to complete, sign, date and return the proxy

card that was enclosed with the Proxy Statement/Prospectus/Consent Solicitation Statement previously mailed to you as soon as possible. If you have any questions or need assistance voting your Common Stock, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400. Questions can also be sent by email to MCMJ.info@investor.morrowsodali.com. This notice of special meeting is and the Proxy Statement/Prospectus/Consent Solicitation Statement relating to the Business Combination are available at https://www.cstproxy.com/meridamergercorpi/sm2022.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

		By Order of the Board of Directors
		/s/ Peter Lee
		Peter Lee
		President

This Supplement is dated January 18, 2022 and is first being mailed to stockholders of the Company on or about such date.

FORWARD-LOOKING STATEMENTS

Merida believes that some of the information in this Supplement constitutes forward-looking statements within the definition of the Private Securities Litigation Reform Act of 1995. However, because Merida is a “blank check” company, the safe-harbor provisions of that act do not apply to statements made in this Supplement. You can identify these statements by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,” “estimate,” “intend,” “project,” “budget,” “forecast,” “anticipate,” “plan,” “may,” “will,” “could,” “should,” “predict,” “potential,” and “continue” or similar words. You should read statements that contain these words carefully because they:

• discuss future expectations;

• contain projections of future results of operations or financial condition; or

• state other “forward-looking” information.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Supplement.

All forward-looking statements included herein attributable to any of Merida, Leafly or any person acting on either party’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, Merida and Leafly undertake no obligations to update these forward-looking statements to reflect events or circumstances after the date of this Supplement or to reflect the occurrence of unanticipated events.

There may be events in the future that Merida is not able to predict accurately or over which it has no control. The forward-looking statements included herein are subject to and involve risks, uncertainties and assumptions and you should not place undue reliance on these forward-looking statements. The risk factors and cautionary language discussed in this Supplement and the Proxy Statement/Prospectus/Consent Solicitation Statement provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by Merida in such forward-looking statements.

Before a stockholder grants its proxy or instructs how its vote should be cast or vote on each of the proposals presented at the special meeting, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in the Proxy Statement/Prospectus/Consent Solicitation Statement and this Supplement may adversely affect Merida and/or Leafly.

SUPPLEMENT TO THE PROXY STATEMENT/PROSPECTUS/CONSENT
SOLICITATION STATEMENT

The purpose of this Supplement is to advise you that the Company has entered into the NPA to sell the New Notes, the Merger Agreement Amendment, the Side Letter, the Share Transfer, Non-Redemption and Forward Purchase Agreements and the Additional Non-Redemption and Forward Purchase Agreements.

The following information supersedes and supplements any information in the Proxy Statement/Prospectus/Consent Solicitation Statement relevant to the applicable topic. Unless otherwise specified, page references listed below are references to pages in the Proxy Statement/Prospectus/Consent Solicitation Statement, not this Supplement. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Proxy Statement/Prospectus/Consent Solicitation Statement.

UPDATE TO FREQUENTLY USED TERMS

The terms below set forth in the section titled “Frequently Used Terms” beginning on page iii of the Proxy Statement/Prospectus/Consent Solicitation Statement is replaced with the disclosure below.

“Closing Cash” means: (a) the funds contained in Merida’s trust account as of the effective time of the Initial Merger; plus (b) all other cash and cash equivalents of Merida (excluding, for the avoidance of doubt, any amount in the foregoing clause “(a)”); plus (c) $31,470,010, representing the aggregate principal amount received by Leafly in connection with the issuance of an aggregate of Notes pursuant to the Note Purchase Agreement; plus (d) the amount delivered to Merida at or prior to the Closing in connection with any sale by Merida of shares of Common Stock on such terms as may be mutually agreed upon by Merida and Leafly, if any; plus (e) $30,000,000, representing the aggregate principal amount to be received by Merida in connection with the issuance of an aggregate of New Notes pursuant to the NPA minus (f) the aggregate amount of cash proceeds that will be required to satisfy the redemption of any shares of Common Stock (to the extent not already paid);

“Minimum Cash Condition” means the condition to closing the Merger Agreement requiring that Closing Cash equals or exceeds $85 million;

UPDATE TO QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The section entitled “Questions and Answers about the Proposals” beginning page 4 of the Proxy Statement/Prospectus/Consent Solicitation Statement is supplemented with the following questions and answers. In addition, the question entitled “What happens if a substantial number of public stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights?” beginning on page 8 of the Proxy Statement/Prospectus/Consent Solicitation Statement is replaced with the disclosure below under the appropriate question heading.

The following questions and answers are intended to briefly address some common anticipated questions regarding the NPA, the New Notes, the Merger Agreement Amendment, the Side Letter, the Share Transfer, Non-Redemption and Forward Purchase Agreements and the Additional Non-Redemption and Forward Purchase Agreements and this Supplement. These questions and answers do not address all questions that may be important to Merida stockholders. Merida stockholders should refer to the more detailed information contained in the Proxy Statement/Prospectus/Consent Solicitation Statement or elsewhere in this Supplement.

Q: Why am I receiving this document?

A: On January 11, 2022, the Company entered into the NPA, attached to this Supplement as Annex A. As a result of the Company entering into the NPA, the Company, Merger Sub I, Merger Sub II and Leafly entered into the Merger Agreement Amendment on January 11, 2022, attached to this Supplement as Annex C, and Merida, the Sponsor and Leafly entered into the Side Letter, attached to this Supplement as Annex D. This Supplement provides information regarding the NPA, the New Notes, the Merger Agreement Amendment, the Side Letter, the impact that the New Notes and the Side Letter will have on the terms of the Business Combination and updates the Proxy Statement/Prospectus/Consent Solicitation Statement.

Q: Do I still need to read the Proxy Statement/Prospectus/Consent Solicitation Statement?

A: Yes. This Supplement is intended to supplement the Proxy Statement/Prospectus/Consent Solicitation Statement by providing an update of certain information contained in the Proxy Statement/Prospectus/Consent Solicitation Statement, particularly information that was included in the Proxy Statement/Prospectus/Consent Solicitation Statement that has changed as a result of the Company entering into the NPA, the Merger Agreement Amendment and the Side Letter. However, this Supplement does not contain all of the information that you need to know about the Business Combination, and we urge you to read the Proxy Statement/Prospectus/Consent Solicitation Statement in conjunction with this Supplement, all of the Annexes and Appendices thereto and hereto, and the other documents to which we refer you.

Q: Have the date and time of any of the special meeting changed?

A: Yes. As a result of Merida entering into the NPA, the Merger Agreement Amendment and the Side Letter, Merida has determined to adjourn the meeting until 10:00 a.m., Eastern Time, on February 1, 2022 to give stockholders sufficient time to evaluate the information contained in this Supplement. Additionally, holders of Public Shares now have until 5:00 p.m., Eastern Time, January 28, 2022 to deliver their shares for redemption if they desire to do so.

Q: Has the record date for the special meeting changed?

A: No.

Q: What are the terms of the New Notes?

A: Pursuant to the NPA, Merida will issue the New Notes to the Note Investors in an aggregate principal amount of $30,000,000 immediately prior to the closing of the Business Combination. The New Notes will be guaranteed, after the closing of the Business Combination, by Leafly, LLC. The form of New Notes is attached to this Supplement as Annex B.

Q: What terms of the transaction changed as a result of the NPA?

A: In connection with the Company’s entry into the NPA, the Company, Merger Sub I, Merger Sub II and Leafly entered into the Merger Agreement Amendment, as described further below.

As a result of the transactions contemplated by the NPA and the Share Transfer, Non-Redemption and Forward Purchase Agreements, assuming (i) that no additional holder of Public Shares exercises redemption rights as described in the Proxy Statement/Prospectus/Consent Solicitation Statement (after giving effect to the redemption of an aggregate of 3,927,435 shares of Common Stock by holders who exercised their right to redeem their shares in connection with the submission of proposals to extend the date by which Merida has to consummate a business combination), (ii) Leafly’s capitalization at the closing of the Business Combination will be consistent with Leafly’s estimates as of September 30, 2021, (iii) the Business Combination closes in the first quarter of 2022, (iv) an Exchange Ratio of 0.3271 (estimated as of September 30, 2021 assuming the Business Combination closes in the first quarter of 2022), (v) inclusion of the effect of the conversion of the New Notes and (vi) no inclusion of the effect of any other outstanding warrants and options of Leafly and Merida and the issuance of the Earnout Shares, or any further financing of Merida or Leafly, immediately after the closing of the Business Combination, the former Leafly securityholders will hold approximately 76.5% of the issued and outstanding shares of New Leafly Common Stock, the current public stockholders of Merida will hold approximately 19.8% of the issued and outstanding shares of New Leafly Common Stock, the Note Investors will hold approximately 0.1% of the issued and outstanding shares of New Leafly Common Stock and the Sponsor will hold approximately 3.6% of the issued and outstanding shares of New Leafly Common Stock.

Q: What terms of the Merger Agreement changed?

A: Pursuant to the Merger Agreement Amendment, the parties revised the definition of Closing Date Cash to include the proceeds received by Merida pursuant to the NPA so that the principal amount of the Notes sold pursuant to the NPA to provide that the principal amount of the New Notes sold pursuant to the NPA would be included in determining whether the Minimum Cash Condition (as defined in the Merger Agreement) is satisfied, as well as to make certain other changes related thereto.

The satisfaction of the Minimum Cash Condition will be determined with respect to whether Closing Cash equals or exceeds $85 million. Closing Cash means: (a) the funds contained in Merida’s trust account as of the effective time of the Initial Merger; plus (b) all other cash and cash equivalents of Merida (excluding, for the avoidance of doubt, any amount in the foregoing clause “(a)”); plus (c) $31,470,010, representing the aggregate

principal amount received by Leafly in connection with the issuance of an aggregate of Notes pursuant to the Note Purchase Agreement; plus (d) the amount delivered to Merida at or prior to the Closing in connection with any sale by Merida of shares of Common Stock on such terms as may be mutually agreed upon by Merida and Leafly, if any; plus (e) $30,000,000, representing the aggregate principal amount to be received by Merida in connection with the issuance of an aggregate of New Notes pursuant to the NPA minus (f) the aggregate amount of cash proceeds that will be required to satisfy the redemption of any shares of Common Stock (to the extent not already paid). Assuming that all Public Shares, other than the 4,590,000 Public Shares that public stockholders have agreed not to redeem pursuant to the Non-Redemption Agreements, the Share Transfer, Non-Redemption and Forward Purchase Agreements and the Additional Non-Redemption and Forward Purchase Agreements, are redeemed, the funds contained in Merida’s trust account after taking into account redeeming stockholders will equal $45,945,900, and Closing Cash will equal $107,415,010. As a result, this Supplement revises the disclosure in the Prospectus/Proxy Statement/Consent Solicitation Statement to remove the disclosure previously to illustrate scenarios where the Minimum Cash Condition is waived.

Q: What are the terms of the Side Letter?

A: Pursuant to the Side Letter, which is attached to this Supplement as Annex D, the Sponsor has agreed to: (i) at the closing of the Business Combination, deliver and surrender for cancellation to Merida an aggregate of 13,000 shares of common stock of Merida held by the Sponsor at no cost and (ii) on the date that is three months following such closing date, deliver and surrender for cancellation to Merida up to an aggregate of 26,000 shares of New Leafly Common Stock at no cost, with the exact number of shares to be delivered and surrendered for cancellation to be determined based on the final amount of the cash fees to be paid by Merida pursuant to the Share Transfer, Non-Redemption and Forward Purchase Agreements at such date (i.e., one share contributed for each $10.00 of cash paid pursuant to such agreements, up to a maximum of 26,000 shares).

Q: What are the terms of the Share Transfer, Non-Redemption and Forward Purchase Agreements and the Additional Non-Redemption and Forward Purchase Agreements?

A: Pursuant to the Share Transfer, Non-Redemption and Forward Purchase Agreements, the Public Stockholders party thereto agreed not to seek redemption of up to 1,400,000 Public Shares in connection with the special meeting. The Share Transfer, Non-Redemption and Forward Purchase Agreements provide that, immediately after the closing of the transactions contemplated by the Merger Agreement, the Sponsor will transfer to the Public Stockholders an aggregate of 1,000 sponsor shares beneficially owned by it (or its designees) for every 45,450 Public Shares not redeemed by the Public Stockholders at the special meeting and held at the closing. The Sponsor agreed to assign its registration rights related to all sponsor shares transferred to the Public Stockholders pursuant to such Share Transfer, Non-Redemption and Forward Purchase Agreements. The Share Transfer, Non-Redemption and Forward Purchase Agreements further provide that the Public Stockholders shall have the right, but not the obligation, to have Merida repurchase any of such Public Shares held by it as of the closing and not later sold into the open market at a price of $10.01 per share on the three-month anniversary of the closing.

Pursuant to the Additional Non-Redemption and Forward Purchase Agreements, the Public Stockholders party thereto agreed not to seek redemption of up to 2,600,000 Public Shares, in connection with the special meeting. The Additional Non-Redemption and Forward Purchase Agreements provide that the Public Stockholders shall have the right, but not the obligation, to have Merida repurchase any of such Public Shares held by them as of the closing and not later sold into the open market at a price of $10.16 per share on the three-month anniversary of the closing; provided, however, that if the Public Stockholders sell any of their Public Shares in the open market prior to the one-month anniversary of the closing of the Business Combination at a price in excess of $10.06 per share, the Company will pay the Public Stockholders $0.05 per Public Share sold irrespective of the sale price received by such Public Stockholders.

Q: What happens if a substantial number of public stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A: Merida’s public stockholders may vote in favor of the Business Combination Proposal and still exercise their redemption rights, although they are not required to vote either for or against the Business Combination, or vote at all, or to be holders on the record date, in order to exercise such redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public stockholders are substantially reduced as a result of redemption by public stockholders, subject to the requirement that Merida have at least $5,000,001 of net tangible assets immediately prior to or upon the consummation of the Business Combination. With fewer Public Shares and public stockholders, the trading markets for the Common Stock following the closing of the Business Combination may be less liquid than the market for the Common Stock prior to the Mergers, and Merida may not be able to meet the listing standards of Nasdaq, which is a condition to closing the Business Combination. For example, the combined company must meet certain distribution criteria, including having a minimum of 1,100,000 publicly held shares (excluding shares held by directors, officers, their immediate family members and other concentrated holdings of 10% or more), in order to be listed on Nasdaq. In addition, with fewer funds available from the trust account, the capital infusion from the trust account into Leafly’s business will be reduced and Leafly may not be able to fully achieve its business plans or goals.

If you are a holder of Public Shares and you exercise your redemption rights, it will not result in the loss of any Warrants that you may hold. Accordingly, even if the maximum number of shares was redeemed, there would still be 6,500,776 public Warrants and 3,950,311 private warrants outstanding. Further, if the shares of Common Stock are trading above the exercise price of $11.50 per warrant, the warrants are considered to be “in the money” and are therefore more likely to be exercised by the holders thereof (when they become exercisable). This in turn increases the risk to non-redeeming stockholders that the warrants will be exercised, which would result in immediate dilution to the non-redeeming stockholders. As of January 14, 2022, the closing price of the warrants was $0.66 per warrant.

The potential impact of different redemption levels is illustrated below through a comparison of a no redemption, illustrative redemption and contractual maximum redemption scenarios (as described below). In the Redemption Sensitivity Analysis Table below, the residual equity value owned by non-redeeming stockholders, taking into account the respective redemption amounts, is assumed to remain the deemed value of $10.00 per share. As a result of such redemption amounts and the assumed $10.00 per share value, the implied total equity value of New Leafly, assuming no dilution from any issuance of Common Stock pursuant to conversion of the New Notes or any of the Warrants, private warrants, the 2018 Plan, the 2021 Plan, the ESPP or the sponsor shares that are subject to vesting (“Additional Dilution Sources”), would be (i) $459,340,440 in the no redemption scenario, (ii) $436,919,855 in the illustrative redemption scenario and (iii) $414,499,270 in the contractual maximum redemption scenario. Additionally, the Redemption Sensitivity Analysis Table below sets forth the potential additional dilutive impact of each of the Additional Dilution Sources in each redemption scenario, as described further in Notes 9 through 18 below.

Redemption Sensitivity Analysis Table

Holders	No Redemption Scenario(1)		% of Total		Illustrative Redemption Scenario(2)		% of Total		Contractual Maximum Redemption Scenario(3)		% of Total
Public Stockholders(4)		9,104,920	19.8	%		6,862,862	15.7	%		4,620,803	11.1	%
Merida Initial Stockholders (including Sponsor and EarlyBirdCapital)(5)		1,663,891	3.6	%		1,663,891	3.8	%		1,663,891	4.0	%
Note Investors(6)		37,500	0.1	%		37,500	0.1	%		37,500	0.1	%
Leafly Securityholders(7)		35,127,733	76.5	%		35,127,733	80.4	%		35,127,733	84.7	%
Total Shares Outstanding Excluding Unvested Shares, Earnout Shares and Warrants		45,934,044	100	%		43,691,986	100	%		41,449,927	100	%
Total Equity Value Post-Redemptions	$	459,340,440			$	436,919,855			$	414,499,270
Per Share Value	$	10.00			$	10.00			$	10.00

Additional Dilution Sources(8)(9)	No Redemption Scenario(1)	% of Total(10)		Illustrative Redemption Scenario(2)	% of Total(10)		Contractual Maximum Redemption Scenario(3)	% of Total(10)
Earnout Shares(10)	6,000,000	11.6	%	6,000,000	12.1	%	6,000,000	12.6	%
New Leafly Stock Options(11)	3,642,563	7.3	%	3,642,563	7.7	%	3,642,563	8.1	%
Merida Warrants
Warrants(12)	6,500,776	12.4	%	6,500,776	13.0	%	6,500,776	13.6	%
Private Warrants(13)	3,950,311	8.0	%	3,950,311	8.4	%	3,950,311	8.8	%
Equity Incentive Plans
2018 Plan(14)	193,634	0.4	%	193,634	0.4	%	193,634	0.5	%
2021 Plan(15)	4,977,024	9.8	%	4,752,818	9.8	%	4,524,862	9.8	%
ESPP(16)	1,244,256	2.6	%	1,188,205	2.6	%	1,131,216	2.7	%
New Notes Shares(17)	2,400,000	5.0	%	2,400,000	5.2	%	2,400,000	5.5	%
Sponsor Shares Subject to Vesting(18)	1,625,194	3.4	%	1,625,194	3.6	%	1,625,194	3.8	%
Total Additional Dilutive Sources(19)	30,533,758	39.9	%	30,253,501	40.9	%	29,968,556	42.0	%

____________

(1) This scenario assumes that no additional shares of Common Stock is redeemed by the public stockholders (after giving effect to the redemption of 3,927,435 shares of Common Stock by holders who exercised their right to redeem their shares on either October 29, 2021 or December 22, 2021 in connection with the submission of proposals to extend the date by which Merida has to consummate a business combination).

(2) This scenario assumes that approximately 6,169,494 shares of Common Stock (including the 3,927,435 shares of Common Stock that were redeemed on either October 29, 2021 or December 22, 2021 in connection with Merida’s submission of proposals to extend the date by which Merida has to consummate a business combination) are redeemed by the public stockholders.

(3) This scenario assumes that approximately 8,411,552 shares of Common Stock (including the 3,927,435 shares of Common Stock that were redeemed on either October 29, 2021 or December 22, 2021 in connection with Merida’s submission of proposals to extend the date by which Merida has to consummate a business combination) are redeemed by the public stockholders, which represents an amount of redemptions assuming that all Public Stockholders, other than those who have not agreed not to redeem an aggregate of up to 4,590,000 Public Shares pursuant to the Non-Redemption Agreements, the Share Transfer, Non-Redemption and Forward Purchase Agreements and the Additional Non-Redemption and Forward Purchase Agreements, redeem their Public Shares.

(4) This row does not include 3,219,585 of the 3,250,388 shares of Common Stock that were issued to the Merida initial stockholders prior to Merida’s initial public offering (after accounting for the transfer of 30,803 public shares to public stockholders pursuant to the Share Transfer, Non-Redemption and Forward Purchase Agreements) and does not include the 120,000 Representative Shares, which are shown under Merida initial stockholders.

(5) This row assumes no sponsor shares will be forfeited pursuant to the Sponsor Agreement. Additionally, this row assumes that (a) of the 3,250,388 sponsor shares currently held by Sponsor, 1,625,194 sponsor shares (equal to 50% of the 3,250,388 sponsor shares issued to sponsor prior to Merida’s initial public offering) will vest upon the closing of the Mergers and (b) all 120,000 Representative Shares vest upon the closing of the Mergers, (c) 30,803 sponsor shares will be transferred to the public stockholders pursuant to the Share Transfer, Non-Redemption and Forward Purchase Agreements and (d) 37,500 sponsor shares are transferred to the Note Investors pursuant to the NPA. In each scenario, the remaining unvested shares will remain subject to vesting. This row also reflects the forfeiture and cancelation of 13,000 sponsor shares pursuant to the Side Letter, but does not reflect the potential cancelation of up to 26,000 sponsor shares on the date that is three months following the Closing Date, pursuant to the Side Letter. See the section titled “Proposal No. 1 — The Business Combination Proposal — Related Agreements.”

(6) This row assumes the transfer of 37,500 sponsor shares from the Sponsor to the Note Investors pursuant to the terms of the NPA.

(7) This row assumes the conversion of all outstanding Leafly notes into New Leafly Common Stock in connection with the consummation of the Business Combination (and assuming the Business Combination closes in the first quarter of 2022). This row excludes New Leafly stock options and up to 6,000,000 of Earnout Shares that are issuable to Leafly securityholders and participants upon the realization of all of the triggering events in the Earnout Plan.

(8) All share numbers and percentages for the Additional Dilution Sources are presented without the potential reduction of any amounts paid by the holders of the given Additional Dilution Sources and therefore may overstate the presentation of dilution.

(9) The Percentage of Total with respect to each Additional Dilution Source set forth below, including the Total Additional Dilutive Sources, includes the full amount of shares issued with respect to the applicable Additional Dilution Source in both the numerator and denominator. For example, in the illustrative redemption scenario, the Percentage of Total with respect to the Earnout Shares would be calculated as follows: (a) 6,000,000 shares issued pursuant to the Earnout Plan; divided by (b) (i) 43,691,986 shares (the number of shares outstanding prior to any issuance pursuant to the Earnout Plan) plus (ii) 6,000,000 shares issued pursuant to the Earnout Plan.

(10) This row assumes all 6,000,000 Earnout Shares are issued to Leafly securityholders and participants.

(11) This row assumes exercise of all New Leafly stock options for 3,642,563 shares of New Leafly Common Stock on a gross basis (based on the outstanding options of Leafly as of September 30, 2021 and assuming the Business Combination closes in the first quarter of 2022).

(12) This row assumes exercise of all Warrants to purchase 6,500,776 shares of New Leafly Common Stock (following the reclassification of Common Stock to New Leafly Common Stock upon the effectiveness of the Proposed Charter) and does not assume any buyback of Common Stock by New Leafly.

(13) This row assumes exercise of all Private Warrants to purchase 3,950,311 shares of New Leafly Common Stock (following the reclassification of Common Stock to New Leafly Common Stock upon the effectiveness of the Proposed Charter) and does not assume any buyback of Common Stock by New Leafly.

(14) This row assumes the issuance of all shares of New Leafly Common Stock reserved for issuance under the 2018 Plan, which equals 193,634 shares.

(15) This row assumes the issuance of all shares of New Leafly Common Stock reserved for issuance under the 2021 Plan, (10.0% of the sum of (x) the number of outstanding shares of New Leafly Common Stock following the consummation of the Business Combination, (y) each share of New Leafly Common Stock underlying the New Leafly stock options and (z) all shares of New Leafly Common Stock reserved for issuance under the 2018 Plan), which equals 4,977,024 shares of New Leafly Common Stock in the no redemption scenario, 4,752,818 shares of New Leafly Common Stock in the illustrative redemption scenario or 4,524,862 shares of New Leafly Common Stock in the contractual maximum redemption scenario, in each case, following the consummation of the Business Combination.

(16) This row assumes the issuance of all shares of New Leafly Common Stock reserved for issuance under the ESPP, (2.5% of the sum of (x) the number of outstanding shares of New Leafly Common Stock following the consummation of the Business Combination, (y) each share of New Leafly Common Stock underlying the New Leafly stock options and (z) all shares of New Leafly Common Stock reserved for issuance under the 2018 Plan), which equals 1,244,256 shares of New Leafly Common Stock in the no redemption scenario, 1,188,205 shares of New Leafly Common Stock in the illustrative redemption scenario or 1,131,216 shares of New Leafly Common Stock in the contractual maximum redemption scenario, in each case, following the consummation of the Business Combination.

(17) This row assumes that the Note Investors elect to fully exercise the right to convert the $30,000,000 principal amount under New Notes into 2,400,000 shares of Common Stock.

(18) This row assumes no sponsor shares will be forfeited pursuant to the Sponsor Agreement. Additionally, this row assumes that of each of the remaining outstanding sponsor shares vest in accordance with the provisions of the Stock Escrow Agreement, resulting in 1,625,194 shares of Common Stock vesting in the no redemption scenario, 1,625,194 shares of Common Stock vesting the illustrative redemption scenario, and 1,625,194 shares of Common Stock vesting in the contractual maximum redemption scenario.

(19) This row assumes the issuance of all shares of Common Stock in connection with each of the Additional Dilution Sources, as described further in Notes 9 through 18 above, which equals 30,533,758 shares of Common Stock in the no redemption scenario, 30,253,501 shares of Common Stock in the illustrative redemption scenario or 29,968,556 shares of Common Stock in the contractual maximum redemption scenario, in each case, following the consummation of the Business Combination.

The foregoing table is provided for illustrative purposes only and there can be no assurance that the New Leafly Common Stock will trade at the illustrative per share values set forth therein, regardless of the levels of redemption.

Q: May I change my vote after I have mailed my signed proxy card?

A. Yes. Stockholders may send a later-dated, signed proxy card to Merida’s transfer agent at the address set forth below so that it is received prior to the vote at the special meeting or attend the special meeting and vote. Stockholders also may revoke their proxy by sending a notice of revocation to Merida’s transfer agent, which must be received prior to the vote at the special meeting. Stockholders may also revoke their proxy by attending the special meeting.

Q: Who can answer my questions?

A: If you have questions about the Merger or if you need additional copies of this Supplement, the Proxy Statement/Prospectus/Consent Solicitation Statement or the proxy card you should contact:

Mr. Peter Lee
Merida Merger Corp. I
641 Lexington Avenue, 18th Floor
New York, NY 10022
Tel: (212) 818-8800

or:

You may also obtain additional information about Merida from documents filed with the SEC by following the instructions in the section of the Proxy Statement/Prospectus/Consent Solicitation Statement entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your shares, you will need to deliver your shares (either physically or electronically) to Merida’s transfer agent at the address below prior to the vote at the extraordinary general meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Mr. Mark Zimkind
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
E-mail: mzimkind@continentalstock.com

UPDATE TO SUMMARY

Update to Dilution Caused by Public Stockholder Redemptions

The section titled “Summary — Dilution Caused by Public Stockholder Redemptions” beginning on page 26 of the Proxy Statement/Prospectus/Consent Solicitation Statement is replaced with the disclosure below.

Dilution Caused by Public Stockholder Redemptions

Depending on the number of Public Stockholders that exercise their redemption rights, the remaining Public Stockholders will be subject to varying levels of dilution. In each of the no redemption, illustrative redemption and contractual maximum redemption scenarios as described below, the residual equity value owned by non-redeeming stockholders, taking into account the respective redemption amounts, is assumed to remain the deemed value of $10.00 per share as illustrated in the Redemption Sensitivity Analysis Table below. As a result of such redemption amounts and the assumed $10.00 per share value, the implied total equity value of New Leafly, assuming no dilution from any Additional Dilution Sources, would be (i) $459,340,440 in the no redemption scenario, (ii) $436,919,855 in the illustrative redemption scenario and (iii) $414,499,270 in the contractual maximum redemption scenario. Additionally, the Redemption Sensitivity Analysis Table below sets forth the potential additional dilutive impact of each of the Additional Dilution Sources in each redemption scenario, as described further in Notes 9 through 18 below.

Redemption Sensitivity Analysis Table

Holders	No Redemption Scenario(1)		% of Total		Illustrative Redemption Scenario(2)		% of Total		Contractual Maximum Redemption Scenario(3)		% of Total
Public Stockholders(4)		9,104,920	19.8	%		6,862,862	15.7	%		4,620,803	11.1	%
Merida Initial Stockholders (including Sponsor and EarlyBirdCapital)(5)		1,663,891	3.6	%		1,663,891	3.8	%		1,663,891	4.0	%
Note Investors(6)		37,500	0.1	%		37,500	0.1	%		37,500	0.1	%
Leafly Securityholders(7)		35,127,733	76.5	%		35,127,733	80.4	%		35,127,733	84.7	%
Total Shares Outstanding Excluding Unvested Shares, Earnout Shares and Warrants		45,934,044	100	%		43,691,986	100	%		41,449,927	100	%
Total Equity Value Post-Redemptions	$	459,340,440			$	436,919,855			$	414,499,270
Per Share Value	$	10.00			$	10.00			$	10.00

Additional Dilution Sources(8)(9)	No Redemption Scenario(1)	% of Total(10)		Illustrative Redemption Scenario(2)	% of Total(10)		Contractual Maximum Redemption Scenario(3)	% of Total(10)
Earnout Shares(10)	6,000,000	11.6	%	6,000,000	12.1	%	6,000,000	12.6	%
New Leafly Stock Options(11)	3,642,563	7.3	%	3,642,563	7.7	%	3,642,563	8.1	%
Merida Warrants
Warrants(12)	6,500,776	12.4	%	6,500,776	13.0	%	6,500,776	13.6	%
Private Warrants(13)	3,950,311	8.0	%	3,950,311	8.4	%	3,950,311	8.8	%
Equity Incentive Plans
2018 Plan(14)	193,634	0.4	%	193,634	0.4	%	193,634	0.5	%
2021 Plan(15)	4,977,024	9.8	%	4,752,818	9.8	%	4,524,862	9.8	%
ESPP(16)	1,244,256	2.6	%	1,188,205	2.6	%	1,131,216	2.7	%
New Notes Shares(17)	2,400,000	5.0	%	2,400,000	5.2	%	2,400,000	5.5	%
Sponsor Shares Subject to Vesting(18)	1,625,194	3.4	%	1,625,194	3.6	%	1,625,194	3.8	%
Total Additional Dilutive Sources(19)	30,533,758	39.9	%	30,253,501	40.9	%	29,968,556	42.0	%

____________

(6) This row assumes the transfer of 37,500 sponsor shares from the Sponsor to the Note Investors pursuant to the terms of the NPA.

(10) This row assumes all 6,000,000 Earnout Shares are issued to Leafly securityholders and participants.

(14) This row assumes the issuance of all shares of New Leafly Common Stock reserved for issuance under the 2018 Plan, which equals 193,634 shares.

(17) This row assumes that the Note Investors elect to fully exercise the right to convert the $30,000,000 principal amount under New Notes into 2,400,000 shares of Common Stock.

Update to Interests of the Sponsor and Merida’s Directors and Officers in the Business Combination

The second paragraph of the section titled “Summary — Interests of the Sponsor and Merida’s Directors and Officers in the Business Combination” beginning on page 36 of the Proxy Statement/Prospectus/Consent Solicitation Statement is replaced with the disclosure below.

At the closing of the Mergers, assuming (i) that no additional holder of Public Shares exercises redemption rights as described in the Proxy Statement/Prospectus/Consent Solicitation Statement (after giving effect to the redemption of an aggregate of 3,927,435 shares of Common Stock by holders who exercised their right to redeem their shares in connection with the submission of proposals to extend the date by which Merida has to consummate a business combination), (ii) Leafly’s capitalization at the closing of the Business Combination will be consistent with Leafly’s estimates as of September 30, 2021, (iii) the Business Combination closes in the first quarter of 2022, (iv) an Exchange Ratio of 0.3271 (estimated as of September 30, 2021 assuming the Business Combination closes in the first quarter of 2022), (v) inclusion of the effect of the conversion of the New Notes and (vi) no inclusion of the effect of any other outstanding warrants and options of Leafly and Merida and the issuance of the Earnout Shares, or any further financing of Merida or Leafly, immediately after the closing of the Business Combination, Sponsor and its affiliates will own approximately 10% of the equity of the combined company.

Additionally, assuming (i) the maximum redemption scenario, (ii) Leafly’s capitalization at the closing of the Business Combination will be consistent with Leafly’s estimates as of September 30, 2021, (iii) the Business Combination closes in the first quarter of 2022, (iv) an Exchange Ratio of 0.3271 (estimated as of September 30, 2021 assuming the Business Combination closes in the first quarter of 2022), (v) inclusion of the effect of the conversion of the New Notes and (vi) no inclusion of the effect of any other outstanding warrants and options of Leafly and Merida and the issuance of the Earnout Shares, or any further financing of Merida or Leafly, immediately after the closing of the Business Combination, Sponsor and its affiliates will own approximately 15% of the equity of the combined company.

amount of outstanding working capital loans made by the Sponsor to Merida, which loans are repayable in cash at the Closing. Such securities had an aggregate market value of $35.7 million based upon the closing price of $9.98 per share and $1.13 per warrant on Nasdaq on the record date. Affiliates of the Sponsor and of certain directors of Merida own 240,575 shares of Leafly Preferred Stock, which will be converted in accordance with the terms of the Merger Agreement into Merida’s Common Stock at Closing Affiliates of the Sponsor and of certain directors of Merida purchased Notes in an aggregate principal amount of $15 million. The aggregate principal amount of, and all accrued unpaid interest on, the Notes will be converted, in accordance with the terms of the Note Purchase Agreement, into shares of Leafly Common Stock immediately prior to the Initial Merger, and as part of the Initial Merger will be converted into New Leafly Common Stock. The Sponsor is also entitled to reimbursement of out-of-pocket expenses incurred on behalf of Merida. As of September 30, 2021, there were no reimbursable expenses outstanding. There are no fees payable to the Sponsor’s affiliates upon consummation of the Business Combination.

UPDATE TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The section entitled “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 153 of the Proxy Statement/Prospectus/Consent Solicitation Statement is replaced with the disclosure below.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Unless otherwise specified, numbers in this section are presented in thousands, except for per share numbers, conversion ratios and percentages.

Introduction

The following unaudited pro forma condensed combined financial information is presented to aid you in your analysis of the financial aspects of the Business Combination. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.”

Merida is a blank check company incorporated in Delaware on June 20, 2019. Merida was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more operating businesses or entities. As of September 30, 2021, Merida had $130,204 in its trust account.

Leafly was founded in 2010 and has grown into a leading marketplace and information resource platform. Leafly offers a deep library of content, including detailed information about cannabis strains, retailers and current events. Leafly is a trusted destination to discover legal cannabis products and order them from licensed retailers. Leafly offers subscription-based products and digital advertising used by over 7,800 cannabis brands and 4,600 retailers (the preceding two numbers are not presented in thousands). The company is headquartered in Seattle, Washington.

The unaudited pro forma condensed combined balance sheet as of September 30, 2021 combines the historical balance sheet of Merida and the historical balance sheet of Leafly on a pro forma basis as if the Business Combination and the related transactions contemplated by the Merger Agreement, summarized below, had been consummated on September 30, 2021. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2021 and for the year ended December 31, 2020, combines the historical statements of operations of Merida and Leafly for such periods on a pro forma basis as if the Business Combination and the transactions contemplated by the Merger Agreement, summarized below, had been consummated on January 1, 2020, the beginning of the earliest period presented.

The pro forma condensed combined financial information may not be useful in predicting the future financial condition and results of operations of Leafly. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

The historical financial information of Merida was derived from the unaudited and audited financial statements of Merida as of and for the nine months ended September 30, 2021, and for the year ended December 31, 2020, which are included elsewhere in this proxy statement/prospectus/consent solicitation statement. The historical financial information of Leafly was derived from the unaudited and audited consolidated financial statements of Leafly as of and for the nine months ended September 30, 2021, and for the year ended December 31, 2020, which are included elsewhere in this proxy statement/prospectus/consent solicitation statement. This information should be read together with Merida’s and Leafly’s unaudited and audited financial statements and related notes, the sections titled “Other Information Related to Merida — Merida’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Leafly’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement/prospectus/consent solicitation statement.

Accounting for the Transactions

The Business Combination will be accounted for as a reverse recapitalization, in accordance with GAAP. Under this method of accounting, Merida will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of Leafly issuing stock for the net assets of Merida, accompanied by a recapitalization. The net assets of Merida will be stated at historical cost, with no goodwill or other intangible assets recorded.

Leafly has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances under both the minimum and maximum redemption scenarios:

• Without including the effect of outstanding warrants, options, the Earnout Shares, or any further financing of Merida or Leafly, immediately after the closing of the Business Combination, Leafly’s existing securityholders will have the greatest voting interest in New Leafly under the no redemption and maximum possible redemption scenarios with approximately 76% and 85% voting interest, respectively;

• Leafly will have the ability to nominate the majority of the members of the board of directors of New Leafly following the Closing; and

• Leafly’s senior management will be the senior management of New Leafly.

The unaudited pro forma condensed combined financial information has been prepared using the following assumptions: (a) Leafly’s capitalization at the closing of the Business Combination will be consistent with Leafly’s estimates as of September 30, 2021 assuming the Business Combination closes in the first quarter of 2022, (b) the Exchange Ratio will equal 0.3271 (estimated as of September 30, 2021 assuming the Business Combination closes in the first quarter of 2022) and (c) no inclusion of the effect of any future grants of warrants, post-Business Combination grants of options, the issuance of Earnout Shares, or any further financing of Merida or Leafly. Additionally, the unaudited pro forma condensed combined financial information has been prepared using the following assumptions with respect to the potential redemption into cash of Common Stock:

• Assuming No Redemptions: This presentation assumes that no additional Merida public stockholders exercise the right to have their public shares redeemed for a pro rata share of the trust account (after giving effect to the redemption of 3,927 shares of Common Stock by holders who exercised their right to redeem their shares in connection with the submission of a proposal to extend the date by which Merida has to consummate a business combination).

• Assuming Maximum Redemptions: This presentation assumes that public stockholders holding an aggregate of 8,412 shares of Common Stock exercise redemption rights with respect to their public shares, and assumes that all Public Shares, other than the 4,590 Public Shares that public stockholders have agreed not to redeem pursuant to the Non-Redemption Agreements, the Share Transfer, Non-Redemption and Forward Purchase Agreements and the Additional Non-Redemption and Forward Purchase Agreements, are redeemed.

The following summarizes the pro forma shares of New Leafly Common Stock issued and outstanding immediately after the Business Combination, presenting the two redemption scenarios:

	Pro Forma Combined Assuming No Redemptions (Shares)	%	Pro Forma Combined Assuming Maximum Redemptions (Shares)(1)	%
Merida public stockholders(2)	9,104	19.8	4,582	11.1
Merida Initial Stockholders (including Sponsor and EarlyBirdCapital)(3)	1,664	3.6	1,664	4.0
Merida convertible noteholders	38	0.0	38	0.1
Total Merida	10,806	23.5	6,284	15.2
Leafly existing securityholders(4)	35,128	76.5	35,128	84.8
Weighted average shares outstanding, basic and diluted – pro forma	45,934	100.0	41,412	100.0

____________

(1) Amount represents the maximum redemption scenario whereby public stockholders holding an aggregate of 8,412 shares of Common Stock exercise redemption rights with respect to their public shares.

(2) Includes an aggregate of 31 sponsor shares to be transferred by Sponsor to public stockholders pursuant to the Non-Redemption Agreements, the Share Transfer, Non-Redemption and Forward Purchase Agreements.

(3) This row assumes no sponsor shares will be forfeited pursuant to the Sponsor Agreement. Additionally, this row assumes that (a) of the 3,250 sponsor shares currently held by Sponsor, 1,625 sponsor shares (equal to 50% of the 3,250 sponsor shares issued to sponsor prior to Merida’s initial public offering) will vest upon the closing of the Mergers and (b) all 120,000 Representative Shares vest upon the closing of the Mergers, (c) 31 sponsor shares will be transferred to the public stockholders pursuant to the Share Transfer, Non-Redemption and Forward Purchase Agreements and (d) 38 sponsor shares are transferred to the Note Investors pursuant to the NPA. .

(4) Amount represents 24,886 shares to be converted from Leafly Common Stock, 6,117 shares to be converted from Leafly Preferred Stock, and 4,125 shares to be converted from Leafly convertible notes.

Description of the Business Combination

Upon the closing of the Business Combination, Merida will assume the name “Leafly Holdings, Inc.” The aggregate consideration for the Business Combination is estimated to be $385,000 and will be payable in the form of shares of Common Stock. Pursuant to the terms of the Merger Agreement, the following shall occur at Closing:

• In the Initial Merger, Merger Sub I will merge with and into Leafly, with Leafly being the surviving entity of the Initial Merger, and immediately following the Initial Merger and as a part of the same overall transaction as the Initial Merger, in the Final Merger Leafly will merge with and into Merger Sub II, with Merger Sub II being the surviving entity of the Final Merger and a fully-owned subsidiary of Merida;

• the conversion of Leafly Convertible Promissory Notes to Leafly Common Stock immediately prior to the Closing in accordance with the Leafly Charter and then 12,611 shares of New Leafly Common Stock at the Closing in accordance with the Merger Agreement; and

• the conversion of 18,702 shares of Leafly Preferred Stock to 6,117 shares of New Leafly Common Stock at the Closing in accordance with the Merger Agreement.

In addition and in connection with the forgoing:

• Pursuant to the NPA, Merida will issue $30,000 in aggregate principal amount of New Notes, immediately prior to the closing of the Business Combination. The New Notes will bear interest at a rate of 8.00% per annum, paid in cash semi-annually in arrears on July 31 and January 31 of each year, and will mature on the Maturity Date of January 31, 2025. The New Notes are convertible into approximately 2,400 shares of New Leafly Common Stock at an initial conversion rate of .08 shares of New Leafly Common Stock per $1 principal amount of New Notes and 0.08 shares of New Leafly Common Stock per $1 amount of accrued and unpaid interest, if any, thereon, subject to adjustment for customary events prior to the Maturity Date (the “Conversion Rate”) which is equivalent to an initial conversion price of $12.50 per share (such conversion price not in thousands). Conversion of the New Notes, together with any accrued and unpaid interest, if any, at the time of conversion will be settled in shares of New Leafly Common Stock. In addition, pursuant to the NPA, the Sponsor agreed to transfer, for no additional consideration, 38 sponsor shares and 300 Private Warrants to the Note Investors.

• Pursuant to the Share Transfer, Non-Redemption and Forward Purchase Agreements, the Public Stockholders party thereto agreed not to seek redemption of up to 1,400 Public Shares in connection with the special meeting. The Share Transfer, Non-Redemption and Forward Purchase Agreements additionally provide that, immediately after the closing of the transactions contemplated by the Merger Agreement, the Sponsor will transfer to the Public Stockholders an aggregate of 1 sponsor shares beneficially owned by it (or its designees) for every 45 Public Shares not redeemed by the Public Stockholders at the special meeting and held at the closing.

• Pursuant to the Additional Non-Redemption and Forward Purchase Agreements, the Public Stockholders party thereto agreed not to seek redemption of up to 2,600 Public Shares in connection with the special meeting.

• Further, pursuant to the Non-Redemption Agreements, the Share Transfer, Non-Redemption and Forward Purchase Agreements and the Additional Non-Redemption and Forward Purchase Agreements, the Company has agreed to deposit in escrow, $40,430 of cash released from the trust.

The following unaudited pro forma condensed combined balance sheet as of September 30, 2021 and the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2021 and for the year ended December 31, 2020 are based on the historical financial statements of Merida and Leafly. The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF SEPTEMBER 30, 2021

	Historical						Assuming No Redemption							Assuming Maximum Possible Redemption
(in thousands)	MCMJ			Leafly			Transaction Accounting Adjustments				Pro Forma Combined			Transaction Accounting Adjustments				Pro Forma Combined
Assets
Current assets:
Cash and cash equivalents	$	101		$	33,104		$	64,784		a,b,d	$	97,989		$	19,845		a,b,d	$	53,050
Accounts receivable, net		—			2,166			—				2,166			—				2,166
Prepaid expenses and other current assets		233			3,485			(2,681	)	b		1,037			(2,681	)	b		1,037
Restricted cash		—			142			40,430		a		40,572			40,430		a		40,572
Total current assets		334			38,897			102,533				141,764			57,594				96,825
Cash and marketable securities held in trust account		130,203			—			(130,203	)	a,c,e		—			(130,203	)	a,c,e		—
Property and equipment, net		—			323			—				323			—				323
Deposits and other assets		—			82			—				82			—				82
Total assets	$	130,537		$	39,302		$	(27,670	)		$	142,169		$	(72,609	)		$	97,230

Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	265		$	3,182		$	(2,172	)	b	$	1,275		$	(2,172	)	b	$	1,275
Accrued expenses		—			6,396			(711	)	d		5,685			(711	)	d		5,685
Related party payables		417			24			(417	)	c		24			(417	)	c		24
Deferred revenue		—			2,179			—				2,179			—				2,179
Total current liabilities		682			11,781			(3,300	)			9,163			(3,300	)			9,163
Other liabilities		7,229			—			2,248		i		9,477			2,248		i		9,477
Convertible promissory notes		—			31,353			(2,894	)	d		28,459			(2,894	)	d		28,459
Total liabilities		7,911			43,134			(3,946	)			47,099			(3,946	)			47,099

Redeemable common stock		130,179			—			(130,179	)	e		—			(130,179	)	e		—

Stockholders’ equity
Series A preferred stock		—			2			(2	)	f		—			(2	)	f		—
Common stock		—			8			—		e,f,g		8			—		e,f,g		8
Additional paid-in-capital		—			60,784			100,920				161,704			55,981				116,765
Accumulated deficit		(7,553	)		(64,626	)		5,537				(66,642	)		5,537				(66,642	)
Total stockholders’ equity		(7,553	)		(3,832	)		106,455				95,070			61,516				50,131
Total liabilities and stockholders’ equity	$	130,537		$	39,302		$	(27,670	)		$	142,169		$	(72,609	)		$	97,230

Following is detail of the adjustments to additional paid-in capital and accumulated deficit:

	Historical		Assuming No Redemption				Assuming Maximum Possible Redemption
(in thousands)	MCMJ	Leafly	Transaction Accounting Adjustments			Pro Forma Combined	Transaction Accounting Adjustments			Pro Forma Combined
Additional paid-in-capital
Transaction costs			(15,263	)	b		(15,263	)	b
Conversion of convertible notes			32,180		d		32,180		d
Warrants and shares transferred to New Notes holders			924		d		924		d
Derivative liability for Share Transfer, Non-Redemption and Forward Purchase Agreements and the Additional Non-Redemption and Forward Purchase Agreements			(2,248	)	i		(2,248	)	i
Reclass of Merida redeemable stock			90,860		e		45,921		e
Conversion of Leafly Preferred Stock and Leafly Common Stock			4		f,g		4		f,g
Reclass of Merida’s historical accumulated deficit			(7,553	)	h		(7,553	)	h
Acceleration of CEO options			2,016		aa		2,016		aa
Total additional paid-in capital			100,920				55,981
Accumulated deficit
Reclass Merida’s historical accumulated deficit			7,553		h		7,553		h
Acceleration of CEO options			(2,016	)	aa		(2,016	)	aa
Total accumulated deficit			5,537				5,537

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

	Historical						Assuming No Redemption							Assuming Maximum Possible Redemption
(in thousands, except per share amounts)	MCMJ			Leafly			Transaction Accounting Adjustments				Pro Forma Combined			Transaction Accounting Adjustments				Pro Forma Combined
Revenue	$	—		$	30,959		$	—			$	30,959		$	—			$	30,959
Cost of revenue					3,564			—				3,564			—				3,564
Gross margin		—			27,395			—				27,395			—				27,395

Operating expenses:
Sales and marketing		—			13,148			—				13,148			—				13,148
Product development		—			9,905			—				9,905			—				9,905
General and administrative		953			10,485			(45	)	bb		11,393			(45	)	bb		11,393
Total operating expenses		953			33,538			(45	)			34,446			(45	)			34,446
Loss from operations		(953	)		(6,143	)		45				(7,051	)		45				(7,051	)
Interest income (expense), net and unrealized gain		28			(698	)		(1,217	)	cc,dd		(1,887	)		(1,217	)	cc,dd		(1,887	)
Change in fair value of warrant liability		(3,279	)		—			—				(3,279	)		—				(3,279	)
Other expense, net		—			(39	)		—				(39	)		—				(39	)
Loss before income taxes		(4,204	)		(6,880	)		(1,172	)			(12,256	)		(1,172	)			(12,256	)
Provision for income taxes		—			—			—		ee		—			—		ee		—
Net loss	$	(4,204	)	$	(6,880	)	$	(1,172	)		$	(12,256	)	$	(1,172	)		$	(12,256	)

Net loss per share – redeemable common stock:
Weighted average shares outstanding, basic and diluted		13,002			—			(13,002	)			—			(13,002	)			—
Net loss per share, basic and diluted	$	(0.26	)	$	—		$	0.26			$	—		$	0.26			$	—

Net loss per share – common stock:
Weighted average shares outstanding, basic and diluted		3,370			75,630			(33,066	)			45,934			(37,589	)			41,412
Net loss per share, basic and diluted	$	(0.26	)	$	(0.09	)	$	0.08			$	(0.27	)	$	0.05			$	(0.30	)

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2020

	Historical						Assuming No Redemption							Assuming Maximum Possible Redemption
(in thousands, except per share amounts)	MCMJ (as Restated)			Leafly			Transaction Accounting Adjustments				Pro Forma Combined			Transaction Accounting Adjustments				Pro Forma Combined
Revenue	$	—		$	36,392		$	—			$	36,392		$	—			$	36,392
Cost of revenue		—			4,962			—				4,962			—				4,962
Gross margin		—			31,430			—				31,430			—				31,430

Operating expenses:
Sales and marketing		—			13,189			—				13,189			—				13,189
Product development		—			14,485			—				14,485			—				14,485
General and administrative		661			13,052			1,956		aa,bb		15,669			1,956		aa,bb		15,669
Total operating expenses		661			40,726			1,956				43,343			1,956				43,343
Loss from operations		(661	)		(9,296	)		(1,956	)			(11,913	)		(1,956	)			(11,913	)
Interest income (expense), net and unrealized gain		789			(637	)		(3,866	)	cc,dd		(3,714	)		(3,866	)	cc,dd		(3,714	)
Change in fair values of derivative liabilities		(1,975	)		—			66		ff		(1,909	)		66		ff		(1,909	)
Other expense, net		—			(31	)		—				(31	)		—				(31	)
Loss before income taxes		(1,847	)		(9,964	)		(5,756	)			(17,567	)		(5,756	)			(17,567	)
Provision for income taxes		(27	)		—			—		ee		(27	)		—		ee		(27	)
Net loss	$	(1,874	)	$	(9,964	)	$	(5,756	)		$	(17,594	)	$	(5,756	)		$	(17,594	)

Net loss per share – redeemable common stock:
Weighted average shares outstanding, basic and diluted		13,002			—			(13,002	)			—			(13,002	)			—
Net loss per share, basic and diluted	$	(0.11	)	$	—		$	0.11			$	—		$	0.11			$	—

Net loss per share – common stock:
Weighted average shares outstanding, basic and diluted		3,370			76,431			(33,867	)			45,934			(38,389	)			41,412
Net loss per share, basic and diluted	$	(0.11	)	$	(0.13	)	$	(0.14	)		$	(0.38	)	$	(0.18	)		$	(0.42	)

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Unless otherwise specified, numbers in this section are presented in thousands, except for per share numbers, conversion ratios and percentages.

1. Basis of Presentation

The unaudited pro forma condensed combined balance sheet as of September 30, 2021 assumes that the Business Combination occurred on September 30, 2021. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2021 and for the year ended December 31, 2020 gives pro forma effect to the Business Combination as if it had been completed on January 1, 2020. These periods are presented on the basis of Leafly as the accounting acquirer.

The unaudited pro forma condensed combined balance sheet as of September 30, 2021 has been prepared using, and should be read in conjunction with, the following:

• Merida’s unaudited balance sheet as of September 30, 2021 and the related notes for the period ended September 30, 2021, included elsewhere in this proxy statement/prospectus/consent solicitation statement;

• Leafly’s unaudited balance sheet as of September 30, 2021 and the related notes for the period ended September 30, 2021, included elsewhere in this proxy statement/prospectus/consent solicitation statement.

The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2021 has been prepared using, and should be read in conjunction with, the following:

• Merida’s unaudited statement of operations for the nine months ended September 30, 2021 and the related notes, included elsewhere in this proxy statement/prospectus/consent solicitation statement; and

• Leafly’s unaudited statement of operations for the nine months ended September 30, 2021 and the related notes, included elsewhere in this proxy statement/prospectus/consent solicitation statement.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 has been prepared using, and should be read in conjunction with, the following:

• Merida’s audited statement of operations for the year ended December 31, 2020 and the related notes, included elsewhere in this proxy statement/prospectus/consent solicitation statement; and

• Leafly’s audited statement of operations for the year ended December 31, 2020 and the related notes, included elsewhere in this proxy statement/prospectus/consent solicitation statement.

The unaudited pro forma condensed combined financial information has been prepared using the following assumptions: (a) Leafly’s capitalization at the closing of the Business Combination will be consistent with Leafly’s estimates as of September 30, 2021 assuming the Business Combination closes in the first quarter of 2022, (b) the Exchange Ratio will equal 0.3271 (estimated as of September 30, 2021 assuming the Business Combination closes in the first quarter of 2022) and (c) no inclusion of the effect of any future grants of warrants, post-Business Combination grants of options, the issuance of Earnout Shares, or any further financing of Merida or Leafly. Additionally, the unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption into cash of Common Stock:

Please see “Summary of the Proxy Statement/Prospectus/Consent Solicitation Statement — Dilution Caused by Public Stockholder Redemptions” for a more detailed analysis of the various redemption scenarios.

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Business Combination.

The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that Merida believes are reasonable under the circumstances. The unaudited condensed combined pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. Merida believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of New Leafly. The unaudited pro forma condensed combined financial information should be read in conjunction with the historical financial statements and notes thereto of Merida and Leafly.

2. Accounting Policies

Upon consummation of the Business Combination, management will perform a comprehensive review of Merida’s and Leafly’s accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of New Leafly. Based on its initial analysis, management did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.

3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Mergers and has been prepared for informational purposes only.

Merida and Leafly are currently finalizing their accounting analysis of the New Notes, and more specifically, the analysis of the potential existence of embedded premium or derivatives that should be bifurcated from the New Notes. As a result, the adjustments to the unaudited pro forma condensed combined financial information include adjustments with respect to the issuance of the New Notes, and transfer of sponsor shares and private warrants at the time of issuance of the New Notes, with $30,000 of proceeds allocated between these instruments using the residual method, as well as the accretion of the New Notes to their par value as of the first redemption date 13 months post-issuance through entries to interest expense. However, any effect of the analysis of the potential existence of embedded premium or derivatives requiring bifurcation from the New Notes has currently been excluded from the unaudited pro forma condensed combined financial information due to the fact that the analysis has not yet been finalized. The adjustments to the unaudited pro forma condensed combined financial information reflect the best estimates of Merida and Leafly based on information currently available, and are subject to change, based on the outcome of the finalized analysis of the potential existence of embedded premium or derivatives that should be bifurcated from the New Notes. Differences between these preliminary estimates and the final accounting could be material. The excluded adjustments relate to potential non-cash expenses, the magnitude of which is currently indeterminable because a valuation would need to be performed by valuation experts if Merida and Leafly conclude that an embedded feature or features require

bifurcation. Merida and Leafly expect to finalize the analysis of the potential existence of embedded premium or derivatives that should be bifurcated from the New Notes by the time it completes is overall analysis for accounting for the Mergers and the associated accounting is audited by its auditors through New Leafly’s 2021 year-end audit, no later than the date on which it files a form with the SEC fulfilling its Form 10-K obligations, currently anticipated to be no later than March 31, 2022.

The preceding unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and the option to present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). Merida has elected to present Management’s Adjustments in addition to Transaction Accounting Adjustments in the following unaudited pro forma condensed combined financial information. Transaction Accounting Adjustments are included in the preceding Pro Forma Condensed Combined Financial Information tables, while Management’s Adjustments are included only in note 5 within these Notes to Unaudited Pro Forma Combined Financial Information.

The unaudited pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of shares of New Leafly Common Stock outstanding, assuming the Business Combination occurred on January 1, 2020.

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

The adjustments included in the unaudited pro forma condensed combined balance sheet as of September 30, 2021 are as follows:

(a) Reflects the reclassification of cash held in the Merida’s trust account that becomes available at the Closing. Amounts available to New Leafly may be reduced as a result of redemptions by Merida stockholders. Under the no redemptions scenario, the entire $90,883 (after giving effect to the redemption of 3,927 shares of Common Stock by holders who exercised their right to redeem their shares in connection with the submission of a proposal to extend the date by which Merida has to consummate a business combination) held in trust is released to cash. Under a scenario of maximum redemptions by Merida stockholders, $45,946 is released to cash. In any case, at the Closing, $40,430 of cash released from the trust will be deposited in escrow in accordance with the Non-Redemption Agreements, the Share Transfer, Non-Redemption and Forward Purchase Agreements and the Additional Non-Redemption and Forward Purchase Agreements and classified as restricted cash.

(b) Reflects the settlement at Closing of $15,263 of estimated costs direct and incremental to the transaction. Of the total, $2,681 had been recorded as of September 30, 2021, with $510 having been paid, and $12,582 had not been recorded as of September 30, 2021. These amounts will be reclassified (those already recorded) or booked (those not yet recorded) to additional paid in capital at Closing.

(d) Reflects the conversion of $31,470 principal of Leafly convertible promissory notes, plus $711 of interest accrued at September 30, 2021, which convert to Leafly Preferred Stock and then to New Leafly Common Stock automatically upon the Closing.

Also reflects the issuance of $30,000 principal of New Notes and estimated associated debt issuance costs. Pursuant to the NPA, Merida will issue $30,000 in aggregate principal amount of New Notes, immediately prior to the closing of the Business Combination. The New Notes will bear interest at a rate of 8.00% per annum, paid in cash semi-annually in arrears on July 31 and January 31 of each year, and will mature on January 31, 2025 (the “Maturity Date”). The New Notes are convertible into approximately 2,400 shares of New Leafly Common Stock at an initial conversion rate of .08 shares of New Leafly Common Stock per $1 principal amount of New Notes and 0.08 shares of New Leafly Common Stock per $1 amount of accrued and unpaid interest, if any, thereon, subject to adjustment for customary events prior to the Maturity Date, which is equivalent to an initial conversion price of $12.50 per share (such conversion price not in thousands). Conversion of the New Notes, together with any accrued and unpaid interest, if any, at

the time of conversion will be settled in shares of New Leafly Common Stock. In addition, pursuant to the NPA, the Sponsor agreed to transfer, for no additional consideration, 38 sponsor shares and 300 Private Warrants to the Note Investors. The value of these transfers is recorded as a reduction of convertible promissory notes.

(e) Reflects the reclassification of Merida’s Common Stock subject to possible redemption to permanent equity at $0.0001 par value. Under a maximum redemption scenario, 8,412 shares of Merida’s Common Stock will be redeemed and 4,658 shares of Merida’s Common Stock will remain outstanding as non-redeemable New Leafly Common Stock, and will be reclassified to permanent equity. Under a no redemption scenario, 9,142 shares of Merida’s Common Stock remain outstanding as non-redeemable New Leafly Common Stock (after giving effect to the redemption of 3,927 shares of Common Stock by holders who exercised their right to redeem their shares in connection with the submission of a proposal to extend the date by which Merida has to consummate a business combination and the 31 Founder Shares to be transferred to the public stockholders pursuant to the Share Transfer, Non-Redemption and Forward Purchase Agreements.

(f) Reflects the conversion of 18,702 shares of Leafly Preferred Stock to 6,117 shares New Leafly Common Stock at the Closing in accordance with the Merger Agreement.

(g) Reflects the recapitalization of Leafly’s equity and issuance of New Leafly Common Stock as consideration for the Mergers. Aggregate consideration to be paid in the Mergers is calculated based on an enterprise value of $385,000, with further adjustments in accordance with the terms of the Merger Agreement. The total Merger Consideration will be apportioned between cash and New Leafly Common Stock as follows: (i) each issued and outstanding share of Leafly Common Stock (including shares of Leafly Common Stock issued upon conversion of the Notes) will be automatically converted into the right to receive a number of Merger Shares equal to the Exchange Ratio and (ii) each issued and outstanding share of Leafly Preferred Stock will be automatically converted into the right to receive a number of Merger Shares equal to the Exchange Ratio multiplied by the number of shares of Leafly Common Stock issuable upon conversion of such shares of Leafly Preferred Stock.

The Leafly shareholders described above are expected to receive 35,128 shares of New Leafly Common Stock and New Leafly would receive $90,883 in cash from Merida’s trust account in the no-redemption scenario (after giving effect to the redemption of 3,927 shares of Common Stock by holders who exercised their right to redeem their shares in connection with the submission of a proposal to extend the date by which Merida has to consummate a business combination). Under a maximum redemption scenario, the Leafly shareholders describe above are expected to receive the same amount of shares and New Leafly would receive $45,946 in cash. However, as described in footnote (a), at the Closing, $40,430 of cash released from the trust will be deposited in escrow in accordance with the Non-Redemption Agreements, the Share Transfer, Non-Redemption and Forward Purchase Agreements and the Additional Non-Redemption and Forward Purchase Agreements and classified as restricted cash.

Additionally, the Leafly shareholders described above and Participants combined will receive on a pro rata basis a portion of up to 6,000 restricted shares of New Leafly Common Stock that will vest if New Leafly achieves certain earnout thresholds prior to the third anniversary of the Closing. These shares are excluded from the pro forma balance sheet adjustments because the shares are subject to forfeiture as of the Closing. See “Proposal No. 1 — The Business Combination Proposal — Structure of the Mergers — Consideration to Leafly Securityholders and Earnout Plan Participants” for more details.

(h) Reflects the reclassification of Merida’s historical retained earnings to additional paid in capital as part of the Mergers.

(i) Reflects the recording of the fair value of derivative liabilities for the put options embedded within the Share Transfer, Non-Redemption and Forward Purchase Agreements and Additional Non-Redemption and Forward Purchase Agreements.

Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

The pro forma adjustments included in the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2020 and for the nine months ended September 30, 2021 are as follows:

(aa) Reflects $2,016 of stock-based compensation expense for the vesting of 50% of the CEO’s “Liquidity Event Option,” assuming the vesting occurs immediately prior to close of the Mergers. See further discussion of the terms of these option awards in “Executive and Director Compensation of Leafly — 2020 Compensation of Named Executive Officers — Option Awards — Option Award Granted to Yoko Miyashita.”

(bb) Reflects the elimination of the Merida administrative service fee paid to the Sponsor that will cease upon the close of the Mergers.

(cc) Reflects the elimination of interest income earned on Merida’s trust account due to the release of trust funds to cash or the reduction in trust funds due to the redemption of redeemable stock.

(dd) Reflects the elimination of $636 and $711, respectively, of interest expense on Leafly’s outstanding convertible promissory notes that will convert to stock upon the close of the Mergers. Also reflects the addition of $3,713 and $1,900, respectively, of interest expense on the New Notes that will be issued upon the close of the Mergers, including accretion of $1,313 and $112, respectively.

(ee) Reflects the income tax effect of pro forma adjustments using the estimated effective tax rate of 0%. In their historical periods, Leafly and Merida concluded that it is more likely than not that they will not recognize the benefits of federal and state net deferred tax assets and as a result established valuation allowances. For pro forma purposes, it is assumed that this conclusion will continue at and subsequent to the close date of the Mergers and as such, a 0% effective tax rate is reflected.

(ff) Reflects the estimated change in fair value of the derivative liability for the shareholder agreements discussed in footnote (i) above, over their three month term.

4. Loss per Share

Net loss per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since January 1, 2020. As the Business Combination and related equity transactions are being reflected as if they had occurred at the beginning of the periods presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Business Combination have been outstanding for the entirety of all periods presented. If the maximum number of shares are redeemed, this calculation is retroactively adjusted to eliminate such shares for the entire period.

The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemption into cash of Common Stock for the nine months ended September 30, 2021 and for the year ended December 31, 2020:

	For the Nine Months Ended September 30, 2021						For the Year Ended December 31, 2020
	Assuming No Redemption			Assuming Maximum Possible Redemption			Assuming No Redemption			Assuming Maximum Possible Redemption
Pro forma net loss	$	(12,256	)	$	(12,256	)	$	(17,594	)	$	(17,594	)
Weighted average shares outstanding, basic and diluted		45,934			41,412			45,934			41,412
Net loss per share, basic and diluted	$	(0.27	)	$	(0.30	)	$	(0.38	)	$	(0.42	)

The following table provides details of the weighted average shares outstanding included in both periods presented in the table above:

	For the Nine Months Ended September 30, 2021 and Year Ended December 31, 2020
	Assuming No Redemption	Assuming Maximum Possible Redemption(1)
Merida public stockholders(2)	9,104	4,582
Merida Initial Stockholders (including Sponsor and EarlyBirdCapital)(3)	1,664	1,664
Merida convertible noteholders	38	38
Total Merida	10,806	6,284
Leafly existing securityholders(4)	35,128	35,128
Weighted average shares outstanding, basic and diluted – pro forma	45,934	41,412

____________

(1) Amount represents the maximum redemption scenario whereby public stockholders holding an aggregate of 8,412 shares of Common Stock exercise redemption rights with respect to their public shares.

(4) Amount represents 24,886 shares to be converted from Leafly Common Stock, 6,117 shares to be converted from Leafly Preferred Stock, and 4,125 shares to be converted from Leafly convertible notes.

The following potentially dilutive outstanding securities were excluded from the pro forma weighted average shares outstanding because they are not participating securities and their effect would have been anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by September 30, 2021:

	For the Nine Months Ended September 30, 2021 and Year Ended December 31, 2020
	Assuming No Redemption		Assuming Maximum Possible Redemption
Earnout Shares	6,000	(1)	6,000	(1)
Merida private placement and public Warrants	10,451	(2)	10,451	(2)
Merida sponsor shares and Representative Shares that will be subject to earnout	1,625	(3)	1,625	(3)
Shares subject to potential conversion of the New Notes	2,400	(4)	2,400	(4)
Shares subject to outstanding Leafly stock options	3,643	(5)	3,643	(5)
Total potentially dilutive securities	24,119		24,119

____________

(1) Up to 6,000 shares of Common Stock may be issuable to Leafly securityholders and Participants in respect of the Earnout Shares. We cannot predict whether or to what extent any or all of the Earnout Shares will be issued.

(2)�� Amount represents 10,451 Warrants outstanding at September 30, 2021.

(3) Amount represents the 50% of sponsor shares that will be subject to forfeiture per the conditions described under “Proposal No. 1 — The Business Combination Proposal — Related Agreements” if the Business Combination closes.

(4) This amount represents 2,400 shares of New Leafly Common Stock potentially issuable upon conversion of the New Notes. The New Notes are convertible into shares of New Leafly Common Stock at an initial conversion rate of 0.08 shares of New Leafly Common Stock per $1 principal amount of New Notes and 0.08 shares of New Leafly Common Stock per $1 amount of accrued and unpaid interest, if any, thereon, subject to adjustment for customary events prior to the Maturity Date, which is equivalent to an initial conversion price of $12.50 per share (such conversion price not in thousands). Conversion of the

New Notes, together with any accrued and unpaid interest, if any, at the time of conversion will be settled in shares of New Leafly Common Stock. In addition, pursuant to the NPA, the Sponsor agreed to transfer, for no additional consideration, 38 sponsor shares and 300 Private Warrants to the Note Investors.

(5) Amount represents 11,137 options outstanding at September 30, 2021 converted to New Leafly Common Stock using an exchange ratio of 0.3271 (estimated as of September 30, 2021 assuming the Business Combination closes in the first quarter of 2022).

Also excluded are any future grants of warrants, any grants of stock options beyond September 30, 2021 under existing or future incentive plans, or any further financing of Merida or Leafly.

5. Management’s Adjustments

The tables below show the estimated incremental costs related to Leafly’s change in status from a privately held company to a publicly traded company after the closing of the Business Combination. Management expects the company to incur additional costs, including higher director and officer insurance costs, costs for accounting and legal staff, and other costs of complying with SEC and other public company regulations. The estimated costs are presented below as if they had occurred on January 1, 2020, and the statutory tax rate used is 0%, consistent with note (ee) above. The adjustments shown below include those that Leafly’s management deemed necessary for a fair statement of the pro forma information presented. The adjustments include forward-looking information that is subject to the safe harbor protections of the Securities Exchange Act of 1934, and actual results could differ materially from what is presented below as Leafly transitions to being a public company.

	Assuming No Redemption							Assuming Maximum Possible Redemption
($ in thousands, except per share amounts)	Net Loss			Basic and Diluted Loss per Share			Weighted Average Shares	Net Loss			Basic and Diluted Loss per Share			Weighted Average Shares
For the Nine Months Ended September 30, 2021
Pro forma combined(1)	$	(12,256	)	$	(0.27	)	45,934	$	(12,256	)	$	(0.30	)	41,412
Public company costs		5,342					—		5,342					—
Pro forma combined after management’s adjustments	$	(17,598	)	$	(0.38	)	45,934	$	(17,598	)	$	(0.42	)	41,412

For the Year Ended December 31, 2020
Pro forma combined(2)	$	(17,594	)	$	(0.38	)	45,934	$	(17,594	)	$	(0.42	)	41,412
Public company costs		8,107					—		8,107					—
Pro forma combined after management’s adjustments	$	(25,700	)	$	(0.56	)	45,934	$	(25,700	)	$	(0.62	)	41,412

____________

(1) As shown in the Unaudited Pro Forma Condensed Combined Statement of Operations for the Nine Months Ended September 30, 2021 in this Supplement.

(2) As shown in the Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2020 on page in this Supplement.

UPDATE TO RISK FACTORS

The section titled “Risk Factors” beginning on page 51 of the Proxy Statement/Prospectus/Consent Solicitation Statement is supplemented with the disclosure below, except that the Risk Factor entitled “The public stockholders will experience dilution as a consequence of the issuance of Common Stock as consideration in the Business Combination and may experience dilution from several additional sources in connection with and after the Business Combination. Having a minority share position may reduce the influence that the public stockholders have on the management of New Leafly” beginning on page 93 of the Proxy Statement/Prospectus/Consent Solicitation Statement is replaced with the disclosure below under the appropriate risk factor heading.

The public stockholders will experience dilution as a consequence of the issuance of Common Stock as consideration in the Business Combination and may experience dilution from several additional sources in connection with and after the Business Combination. Having a minority share position may reduce the influence that the public stockholders have on the management of New Leafly.

The issuance of additional shares of Common Stock in the Business Combination will dilute the equity interests of the public stockholders and may adversely affect prevailing market prices for the public shares and Warrants. The public stockholders who do not redeem their Public Shares may experience dilution from several additional sources to varying degrees in connection with and after the Business Combination, including in each of the following instances:

• Approximately 38,500,000 shares of New Leafly Common Stock may be issued to Leafly securityholders (assuming that all outstanding stock options of Leafly are fully vested and exercised on a net exercise basis) as consideration in the Business Combination, valued at $10.00 per share. This represents approximately 78.1% of the number of shares of New Leafly Common Stock that will be outstanding following the consummation of the Business Combination (assuming no public stockholders exercise redemption rights with respect to their public shares, referred to herein as the “no redemption scenario”) or 85.9% of the number of shares of New Leafly Common Stock that will be outstanding following the consummation of the Business Combination (assuming that (i) the public stockholders redeem 8,411,551 shares of Common Stock (including the 3,927,435 shares of Common Stock that were redeemed in connection with Merida’s submission of proposals to extend the date by which Merida has to consummate a business combination), referred to herein as the “maximum redemption scenario,” (ii) 1,625,194 sponsor shares vest pursuant to the Stock Escrow Agreement at Closing, and (iii) the Sponsor purchases 1,000,000 shares of Common Stock pursuant to the Financing Commitment).

• Up to 6,000,000 shares of New Leafly Common Stock may be issuable to Leafly securityholders and Participants in respect of the Earnout Shares. Assuming all Earnout Shares are issued, the Earnout Shares issuable to Leafly securityholders and Participants as consideration in the Business Combination represent approximately 11.6% or 12.6% of the remaining number of shares of New Leafly Common Stock that may be outstanding following the consummation of the Business Combination (provided, that 6,000,000 Earnout Shares are included in the number of shares of New Leafly Common Stock that may be outstanding following the consummation of the Business Combination for the purposes of calculating this percentage, and no shares from other Additional Dilution Sources are included, consistent with the presentation in the Redemption Sensitivity Analysis Table below), assuming the no redemption scenario and the maximum redemption scenario, respectively. We cannot predict whether or to what extent any or all of the Earnout Shares will be issued.

• An aggregate of 10,451,087 Warrants will be outstanding following the Business Combination. The shares of Common Stock underlying the Warrants represent approximately 18.54% of the fully-diluted number of shares of New Leafly Common Stock immediately following the consummation of the Business Combination (provided, that the 10,451,087 shares of Common Stock underlying the Warrants are included in the number of shares of New Leafly Common Stock that may be outstanding following the consummation of the Business Combination for the purposes of calculating this percentage, and no shares from other Additional Dilution Sources are included, consistent with the presentation in the Redemption Sensitivity Analysis Table below), assuming the no redemption scenario and the maximum redemption scenario, respectively.

• New Leafly will reserve approximately 10% and 2.5% of the number of outstanding shares of New Leafly Common Stock on a fully diluted basis (as of immediately following the Business Combination) pursuant to the 2021 Plan and the ESPP, respectively. The granted awards, when vested and settled or exercisable, may result in the issuance of additional shares up to the amount of the share reserve under the 2021 Plan and the ESPP, respectively.

• New Leafly may determine, subject to the receipt of any stockholder or stock exchange approvals that may be required, to issue additional shares of New Leafly Common Stock or other equity securities of equal or senior rank in connection with privately negotiated transactions following the consummation of the Business Combination.

• Up to approximately 2,400,000 shares of Common Stock are issuable in respect of conversion of the New Notes. Pursuant to the NPA, Merida will issue the New Notes to the Note Investors in an aggregate principal amount of $30,000,000 immediately prior to the closing of the Business Combination. The New Notes are convertible into approximately 2,400,000 shares of New Leafly Common Stock at an initial conversion rate of 80 shares of New Leafly Common Stock per $1,000 principal amount of New Notes and 80 shares of New Leafly Common Stock per $1,000 amount of accrued and unpaid interest, if any, thereon, subject to adjustment for customary events prior to the Maturity Date (the “Conversion Rate”), which is equivalent to an initial conversion price of $12.50 per share. Conversion of the New Notes, together with any accrued and unpaid interest, if any, at the time of conversion will be settled in shares of New Leafly Common Stock.

Depending on the number of public stockholders that exercise their redemption rights, the remaining public stockholders will be subject to varying levels of dilution. In each of the no redemption, illustrative redemption and contractual maximum redemption scenarios as described below, the residual equity value owned by non-redeeming stockholders, taking into account the respective redemption amounts, is assumed to remain the deemed value of $10.00 per share as illustrated in the Redemption Sensitivity Analysis Table below. As a result of such redemption amounts and the assumed $10.00 per share value, the implied total equity value of New Leafly, assuming no dilution from any Additional Dilution Sources, would be (i) $459,340,440 in the no redemption scenario, (ii) $436,919,855 in the illustrative redemption scenario and (iii) $414,499,270 in the contractual maximum redemption scenario. Additionally, the Redemption Sensitivity Analysis Table below sets forth the potential additional dilutive impact of each of the Additional Dilution Sources in each redemption scenario, as described further in Notes 9 through 18 below.

Redemption Sensitivity Analysis Table

Holders	No Redemption Scenario(1)		% of Total		Illustrative Redemption Scenario(2)		% of Total		Contractual Maximum Redemption Scenario(3)		% of Total
Public Stockholders(4)		9,104,920	19.8	%		6,862,862	15.7	%		4,620,803	11.1	%
Merida Initial Stockholders (including Sponsor and EarlyBirdCapital)(5)		1,663,891	3.6	%		1,663,891	3.8	%		1,663,891	4.0	%
Note Investors(6)		37,500	0.1	%		37,500	0.1	%		37,500	0.1	%
Leafly Securityholders(7)		35,127,733	76.5	%		35,127,733	80.4	%		35,127,733	84.7	%
Total Shares Outstanding Excluding Unvested Shares, Earnout Shares and Warrants		45,934,044	100	%		43,691,986	100	%		41,449,927	100	%
Total Equity Value Post-Redemptions	$	459,340,440			$	436,919,855			$	414,499,270
Per Share Value	$	10.00			$	10.00			$	10.00

Additional Dilution Sources(8)(9)	No Redemption Scenario(1)	% of Total(10)		Illustrative Redemption Scenario(2)	% of Total(10)		Contractual Maximum Redemption Scenario(3)	% of Total(10)
Earnout Shares(10)	6,000,000	11.6	%	6,000,000	12.1	%	6,000,000	12.6	%
New Leafly Stock Options(11)	3,642,563	7.3	%	3,642,563	7.7	%	3,642,563	8.1	%
Merida Warrants
Warrants(12)	6,500,776	12.4	%	6,500,776	13.0	%	6,500,776	13.6	%
Private Warrants(13)	3,950,311	8.0	%	3,950,311	8.4	%	3,950,311	8.8	%
Equity Incentive Plans
2018 Plan(14)	193,634	0.4	%	193,634	0.4	%	193,634	0.5	%
2021 Plan(15)	4,977,024	9.8	%	4,752,818	9.8	%	4,524,862	9.8	%
ESPP(16)	1,244,256	2.6	%	1,188,205	2.6	%	1,131,216	2.7	%
New Notes Shares(17)	2,400,000	5.0	%	2,400,000	5.2	%	2,400,000	5.5	%
Sponsor Shares Subject to Vesting(18)	1,625,194	3.4	%	1,625,194	3.6	%	1,625,194	3.8	%
Total Additional Dilutive Sources(19)	30,533,758	39.9	%	30,253,501	40.9	%	29,968,556	42.0	%

____________

(6) This row assumes the transfer of 37,500 sponsor shares from the Sponsor to the Note Investors pursuant to the terms of the NPA.

(10) This row assumes all 6,000,000 Earnout Shares are issued to Leafly securityholders and participants.

(14) This row assumes the issuance of all shares of New Leafly Common Stock reserved for issuance under the 2018 Plan, which equals 193,634 shares.

(17) This row assumes that the Note Investors elect to fully exercise the right to convert the $30,000,000 principal amount under New Notes into 2,400,000 shares of Common Stock.

The New Notes to be issued immediately prior to the consummation of the Business Combination may impact our financial results, result in the dilution of our stockholders, create downward pressure on the price of New Leafly Common Stock, and restrict our ability to raise additional capital or take advantage of future opportunities.

In connection with the Business Combination, Merida, the Sponsor and the Note Investors entered into the NPA, pursuant to which Merida agreed to issue and sell, in private placements to close immediately prior to the consummation of the Business Combination, an aggregate of $30,000,000 principal amount of New Notes. The New Notes will be convertible at an initial conversion rate of 80 shares of New Leafly Common Stock per $1,000 principal amount of New Notes and 80 shares of New Leafly Common Stock per $1,000 amount of accrued and unpaid interest, if any, thereon, subject to adjustment for customary events prior to the Maturity Date (the “Conversion Rate”), which is equivalent to an initial conversion price of $12.50 per share. The sale of the New Notes may affect our earnings per share figures, as accounting procedures may require that we include in our calculation of earnings per share the number of shares of New Leafly Common Stock into which the New Notes are convertible. If shares of New Leafly Common Stock are issued to the holders of the New Notes upon conversion, there will be dilution to New Leafly’s stockholders and the market price of New Leafly Common Stock may decrease due to the additional selling pressure in the market. Any downward pressure on the price of New Leafly Common Stock caused by the sale, or potential sale, of shares issuable upon conversion of the New Notes could also encourage short sales by third parties, creating additional selling pressure on our share price.

We may not have the ability to raise the funds necessary to repurchase the New Notes upon a fundamental change or repay the New Notes in cash at their maturity, and our future debt may contain limitations on our ability to pay cash upon redemption or repurchase of the New Notes.

Holders of the New Notes will have the right under the terms of the Notes to require us to repurchase all or a portion of their New Notes upon the occurrence of a fundamental change before the applicable maturity date at a repurchase price equal to 100% of the principal amount of such New Notes to be repurchased plus accrued and unpaid interest to, but not including, the repurchase date. Moreover, we will be required to repay the New Notes in cash at their maturity, unless earlier converted, redeemed or repurchased. We may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of such New Notes surrendered or pay cash with respect to the accrued and unpaid interest on such New Notes being converted.

In addition, our ability to repurchase, redeem or to pay the accrued and unpaid interest in cash upon conversion of New Notes may be limited by law, regulatory authority, or agreements governing our future indebtedness. Our failure to repurchase the New Notes at a time when the repurchase is required by terms of the New Notes or to pay the accrued and unpaid interest in cash upon conversion of such New Notes as required by the terms of the New Notes would constitute a default under such New Notes. A default under the New Notes or the fundamental change itself could also lead to a default under agreements governing our future indebtedness. If the payment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the interest on such indebtedness and repurchase the New Notes or to pay accrued and unpaid interest in cash upon conversion of the New Notes.

We may still incur substantially more debt or take other actions that would diminish our ability to make payments on the New Notes when due.

We and our subsidiaries may be able to incur substantial additional debt in the future, subject to the restrictions contained in our debt instruments. Upon consummation of the Business Combination, pursuant to the NPA, we will be subject to certain restrictions under the terms of the New Notes, including limitations regarding incurring future indebtedness, subject to specific allowances in the New Notes. However, we will not be restricted from recapitalizing our debt or taking a number of other actions that are not limited by the terms of the New Notes that could have the effect of diminishing our ability to make payments on the New Notes when due.

Our indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under our debt instruments and executing on our business plan.

After the consummation of the Business Combination, our total long-term debt is expected to be approximately $30,000,000, represented by the New Notes. Our indebtedness could have important consequences to our current and potential investors. These risks include:

• inability to satisfy our obligations with respect to our debt instruments;

• inability to make borrowings to fund future working capital, capital expenditures and strategic opportunities, including acquisitions, further organic development of our business and expansions into adjacent businesses, and other general corporate requirements;

• limits on our distributions to stockholders;

• limits on future borrowings under our existing or future credit arrangements, which could affect our ability to pay our indebtedness or to fund our other liquidity needs;

• inability to generate sufficient funds to cover required interest payments;

• restrictions on our ability to refinance our indebtedness on commercially reasonable terms;

• limits on our flexibility in planning for, or reacting to, changes in our business and the cannabis industry; and

• inability to adjust to adverse economic conditions that could place us at a disadvantage to our competitors with less debt and who, therefore, may be able to take advantage of opportunities that our indebtedness prevents us from pursuing.

We are subject to risks associated with debt financing, including the risk that our cash flow could be insufficient to meet required payments on our debt. In particular, if as a result of the COVID-19 pandemic our revenues, cash flows and/or EBITDA continue to decline or we incur additional indebtedness, we may be unable to make required payments on our debt or to satisfy the financial and other covenants contained in the New Note.

Restrictive debt covenants may limit our ability to pursue our growth strategy.

The New Notes contain covenants restricting or limiting our ability to, among other things:

• incur additional indebtedness;

• pay dividends or make other restricted payments;

• make certain investments;

• create or permit liens;

• enter into mergers; and

• sell, transfer or exchange assets.

These restrictions may adversely affect our ability to pursue our growth strategy.

UPDATE TO THE BUSINESS COMBINATION PROPOSAL

Update to Related Agreements

The section titled “Proposal No. 1 — The Business Combination Proposal — Related Agreements” beginning on page 111 of the Proxy Statement/Prospectus/Consent Solicitation Statement is supplemented with the disclosure below.

Side Letter

Pursuant to the Side Letter, the Sponsor has agreed to: (i) at the closing of the Business Combination, deliver and surrender for cancellation to Merida an aggregate of 13,000 shares of common stock of Merida held by the Sponsor at no cost and (ii) on the date that is three months following such closing date, deliver and surrender for cancellation to Merida up to an aggregate of 26,000 shares of New Leafly Common Stock at no cost, with the exact number of shares to be delivered and surrendered for cancellation to be determined based on the final amount of the cash fees to be paid by Merida pursuant to the Share Transfer, Non-Redemption and Forward Purchase Agreements at such date (i.e., one share contributed for each $10.00 of cash paid pursuant to such agreements, up to a maximum of 26,000 shares).

Share Transfer, Non-Redemption and Forward Purchase Agreements

Pursuant to the Share Transfer, Non-Redemption and Forward Purchase Agreements, the Public Stockholders party thereto agreed not to seek redemption of up to 1,400,000 Public Shares in connection with the special meeting. The Share Transfer, Non-Redemption and Forward Purchase Agreements provide that, immediately after the closing of the transactions contemplated by the Merger Agreement, the Sponsor will transfer to the Public Stockholders an aggregate of 1,000 sponsor shares beneficially owned by it (or its designees) for every 45,450 Public Shares not redeemed by the Public Stockholders at the special meeting and held at the closing. The Sponsor agreed to assign its registration rights related to all sponsor shares transferred to the Public Stockholders pursuant to such Share Transfer, Non-Redemption and Forward Purchase Agreements. The Share Transfer, Non-Redemption and Forward Purchase Agreements further provide that the Public Stockholders shall have the right, but not the obligation, to have Merida repurchase any of such Public Shares held by it as of the closing and not later sold into the open market at a price of $10.01 per share on the three-month anniversary of the closing.

Additional Non-Redemption and Forward Purchase Agreements

Update to Background of the Business Combination

The section titled “Proposal No. 1 — The Business Combination Proposal — Background of the Business Combination” beginning on page 112 of the Proxy Statement/Prospectus/Consent Solicitation Statement describes the background of the transaction up to and including October 29, 2021, the date of Merida’s first special meeting to extend the time it had to consummate its business combination. The discussion below supplements that description up to and including the date of announcement of the NPA, the Merger Agreement Amendment and the Side Letter.

On December 22, 2021, Merida held a special meeting of stockholders (the “Second Extension Meeting”). At the Second Extension Meeting, Merida stockholders voted on a proposal to amend the Existing Charter to extend the date by which Merida had to consummate a business combination from December 31, 2021 to February 28, 2022. The proposal received the requisite votes “for” the proposal and accordingly it was approved. In connection with the vote, the holders of 2,537,568 Public Shares exercised their redemption rights and such shares were redeemed for an aggregate redemption amount of approximately $25,400,000.

Also on December 22, 2021, Merida and the Sponsor entered into the Share Transfer, Non-Redemption and Forward Purchase Agreements with certain Public Stockholders, pursuant to which the Public Stockholders party thereto agreed not to seek redemption of up to 1,400,000 Public Shares in connection with the special meeting. The Share Transfer, Non-Redemption and Forward Purchase Agreements provide that, immediately after the closing of the transactions contemplated by the Merger Agreement, the Sponsor will transfer to the Public Stockholders an aggregate of 1,000 sponsor shares beneficially owned by it (or its designees) for every 45,450 Public Shares not redeemed by the Public Stockholders at the special meeting and held at the closing. The Sponsor agreed to assign its registration rights related to all sponsor shares transferred to the Public Stockholders pursuant to such Share Transfer, Non-Redemption and Forward Purchase Agreements. The Share Transfer, Non-Redemption and Forward Purchase Agreements further provide that the Public Stockholders shall have the right, but not the obligation, to have Merida repurchase any of such Public Shares held by it as of the closing and not later sold into the open market at a price of $10.01 per share on the three-month anniversary of the closing.

Also on December 22, 2021 and on January 10, 2022, Merida entered into the Additional Non-Redemption and Forward Purchase Agreements with certain Public Stockholders, pursuant to which the Public Stockholders party thereto agreed not to seek redemption of up to 1,800,000 Public Shares and up to 800,000 Public Shares, respectively, in connection with the special meeting. The Additional Non-Redemption and Forward Purchase Agreements provide that the Public Stockholders shall have the right, but not the obligation, to have Merida repurchase any of such Public Shares held by them as of the closing and not later sold into the open market at a price of $10.16 per share on the three-month anniversary of the closing; provided, however, that if the Public Stockholders sell any of their Public Shares in the open market prior to the one-month anniversary of the closing of the Business Combination at a price in excess of $10.06 per share, the Company will pay the Public Stockholders $0.05 per Public Share sold irrespective of the sale price received by such Public Stockholders.

On January 8, 2022, Peter Lee from Merida and Yoko Miyashita of Leafly had a telephone conversation to discuss the payments required by the Additional Non-Redemption and Forward Purchase Agreements and it was agreed that the Sponsor would forfeit the 13,000 shares of common stock of Merida held by it at no cost at closing and the up to 26,000 shares of New Leafly Common Stock at no cost following the closing, as ultimately detailed in the Side Letter.

On January 11, 2022, Merida’s board of directors, along with Graubard Miller, met telephonically to review the terms of the NPA, the terms of the New Notes and Merger Agreement Amendment. Prior to the meeting, copies of the final drafts of the foregoing documents were delivered to Merida’s directors. After detailed discussions regarding the foregoing, Merida’s board unanimously determined that the proposed transactions were in the best interests of Merida’s stockholders and unanimously approved Merida entering into the NPA, New Notes and Merger Agreement Amendment.

On January 11, 2022, Merida entered into the NPA to issue the New Notes and the Side Letter. Pursuant to the NPA, Merida will issue the New Notes to the Note Investors in an aggregate principal amount of $30,000,000 immediately prior to the closing of the Business Combination.

Additionally, on January 11, 2022, Merida, Merger Sub I, Merger Sub II and Leafly entered into the Merger Agreement Amendment, pursuant to which the parties revised the definition of Closing Date Cash to include the proceeds received by Merida pursuant to the NPA to provide that the principal amount of the New Notes sold pursuant to the NPA would be included in determining whether the Minimum Cash Condition (as defined in the Merger Agreement) is satisfied, as well as to make certain other changes related thereto.

On January 11, 2022, the parties issued a press release announcing entry into the NPA and the Merger Agreement Amendment.

Update to Interests of the Sponsor and Merida’s Directors and Officers in the Business Combination

The second paragraph of the section titled “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor and Merida’s Directors and Officers in the Business Combination” beginning on page 130 of the Proxy Statement/Prospectus/Consent Solicitation Statement is replaced with the disclosure below.

in connection with the submission of proposals to extend the date by which Merida has to consummate a business combination), (ii) Leafly’s capitalization at the closing of the Business Combination will be consistent with Leafly’s estimates as of September 30, 2021, (iii) the Business Combination closes in the first quarter of 2022, (iv) an Exchange Ratio of 0.3271 (estimated as of September 30, 2021 assuming the Business Combination closes in the first quarter of 2022), (v) inclusion of the effect of the conversion of the New Notes and (vi) no inclusion of the effect of any other outstanding warrants and options of Leafly and Merida and the issuance of the Earnout Shares, or any further financing of Merida or Leafly, immediately after the closing of the Business Combination, Sponsor and its affiliates will own approximately 10% of the equity of the combined company.

Such ownership of Sponsor and its affiliates consist of (i) approximately $31.7 million representing the value of the Sponsor’s and its affiliates’ sponsor shares (after reflecting transfers of sponsor shares pursuant to the Share Transfer, Non-Redemption and Forward Purchase Agreements and the NPA, and assuming a value of $10.00 per share, the deemed value of the Common Stock in the Business Combination), (ii) approximately $3.6 million representing the value of the Sponsor’s Warrants (after reflecting transfers of private warrants pursuant to the NPA, and based on the purchase price of $1.00 per Warrant), and (iii) $800,000 representing the aggregate principal amount of outstanding working capital loans made by the Sponsor to Merida, which loans are repayable in cash at the Closing. Such securities had an aggregate market value of $35.7 million based upon the closing price of $9.98 per share and $1.13 per warrant on Nasdaq on the record date. Affiliates of the Sponsor and of certain directors of Merida own 240,575 shares of Leafly Preferred Stock, which will be converted in accordance with the terms of the Merger Agreement into Merida’s Common Stock at Closing Affiliates of the Sponsor and of certain directors of Merida purchased Notes in an aggregate principal amount of $15 million. The aggregate principal amount of, and all accrued unpaid interest on, the Notes will be converted, in accordance with the terms of the Note Purchase Agreement, into shares of Leafly Common Stock immediately prior to the Initial Merger, and as part of the Initial Merger will be converted into New Leafly Common Stock. The Sponsor is also entitled to reimbursement of out-of-pocket expenses incurred on behalf of Merida. As of September 30, 2021, there were no reimbursable expenses outstanding. There are no fees payable to the Sponsor’s affiliates upon consummation of the Business Combination.

UPDATE TO MANAGEMENT OF NEW LEAFLY

The table included under section titled “Management of New Leafly — Executive Officers and Directors After the Business Combination” beginning on page 174 of the Proxy Statement/Prospectus/Consent Solicitation Statement is replaced with the disclosure below.

Name	Age	Position
Executive Officers
Yoko Miyashita	47	Chief Executive Officer, Director
Suresh Krishnaswamy	52	Chief Financial Officer
Dave Cotter	51	Chief Product Officer
Samuel Martin	38	Chief Operating Officer
Kimberly Boler	54	General Counsel
Non-Employee Directors
Peter Lee	45	Director
Michael Blue	43	Director
Cassandra Chandler	67	Director
Blaise Judja-Sato	57	Director
Alan Pickerill	55	Director

The section titled “Management of New Leafly — Information about New Leafly’s Non-Employee Directors” beginning on page 174 of the Proxy Statement/Prospectus/Consent Solicitation Statement is replaced with the disclosure below.

Information about New Leafly’s Non-Employee Directors

Cassandra “Cassi” Chandler is President & CEO of Vigeo Alliance, which partners with businesses to grow emerging leaders, retain diverse talent and build an inclusive culture that thrives. Ms. Chandler also has served as an independent federal monitor with the New York Police Department since January 2017 and as an Adjunct Professor for Intelligence and Terrorism courses at Pace University’s Masters in Public Safety and Homeland Security Graduate Program since January 2019. Previously, Ms. Chandler was Senior Vice President for Business Operations at Bank of America from February 2015 to December 2017, where she was responsible for building an integrated framework to identify, evaluate and assess emerging regulatory risks and the operational effectiveness of enterprise coverage areas. She also served on its Global Diversity and Inclusion Advisory Board. Before joining the bank, Ms. Chandler spent nearly 24 years with the Federal Bureau of Investigation (“FBI”), where she directed white collar crimes, financial crimes, terrorism, cybercrimes investigations and foreign intelligence activities. She led the FBI’s training division, redesigned the FBI’s health care fraud and its criminal and domestic terrorism intelligence programs, and was appointed to the U.S. Senior Executive Service as the agency’s first Black female Special Agent Assistant Director and the FBI’s first female National Spokesperson and director of Public Affairs. Ms. Chandler has received awards such as the Senior Executive Service Presidential Rank Award of Meritorious Executive under President George W. Bush, the National Center for Women & Policing’s “Breaking the Glass Ceiling” award and the Norfolk NAACP Trailblazer Award. She served on the U.S. Marine Corps Red Team, which monitored the Corps’ assessment of expanding infantry officer roles to women and has served on many charitable and diversity boards. Ms. Chandler received her B.A. from Louisiana State University and her J.D. from Loyola University School of Law.

Blaise Judja-Sato is passionate about using technology to address global challenges in creating opportunities. His professional global experience ranges from startups to large multinationals; from governments to non-governmental organizations; and from the United Nations to social ventures and philanthropic institutions. Mr. Judja-Sato has been serving on the Supervisory Board of Jumia Technology AG (NYSE: JMIA) since 2019 and is a member of the Risk and Audit, Nomination and Governance, and Compensation committees. He also has been serving on the global board of Grassroot Soccer, a global health non-profit, since July 2021. He is the founder of VillageReach, a nonprofit helping governments solve healthcare delivery challenges in low-resource communities; and the founder of the Resilience Trust, an organization dedicated to reimagining cardiovascular care in resource-challenged settings with a focus on Africa. He has previously held numerous senior leadership positions with global responsibilities, including Executive Director of the International Telecommunication Union; founder and President of the Nelson Mandela Foundation USA; co-head of global development initiatives at Google; director of international business development at Teledesic;

regional managing director at AT&T; and senior consultant at Accenture. Mr. Judja-Sato earned an MBA from The Wharton School at the University of Pennsylvania, an M.S. in engineering from Telecom ParisTech, and a Master’s degree in mathematics from the University of Montpellier.

Alan Pickerill has served in a variety of finance and accounting roles over a 30+ year career, mainly for publicly traded technology companies. He is currently a board member and audit committee chair for Porch Group (NASDAQ: PRCH) and sits on the board of the YMCA of Greater Seattle. He is also an adjunct faculty member for the University of Washington Foster School EMBA program. Mr. Pickerill served as Expedia Group’s Executive Vice President, Chief Financial Officer and Treasurer from September 2017 to December 2019 and had been with the Company since 2008. Mr. Pickerill oversaw Expedia Group’s accounting, financial reporting and analysis, investor relations, treasury, internal audit, tax and global real estate teams. Previously, he served as Expedia Group’s Senior Vice President of Investor Relations and Treasurer. Mr. Pickerill began his career as an accountant for seven years at Deloitte and Touche before working at a variety of publicly traded technology and internet companies, including serving as Chief Financial Officer of INTERLINQ Software Corporation, as well as roles at Microsoft and Getty Images. Mr. Pickerill was licensed as a certified public accountant in Washington in 1991. Mr. Pickerill received a B.A. in Business and Accounting from the University of Washington’s Michael G. Foster School of Business.

UPDATE TO THE INCENTIVE PLAN PROPOSAL

Update to Shares Available

The section titled “Proposal No. 6 — Incentive Plan Proposal — Shares Available” beginning on page 182 of the Proxy Statement/Prospectus/Consent Solicitation Statement is replaced with the disclosure below.

Shares Available

Approximately 4,977,024 shares of New Leafly Common Stock as of the consummation of the Business Combination will be available for awards under the 2021 Plan, assuming (i) that no additional holder of Public Shares exercises redemption rights as described in the Proxy Statement/Prospectus/Consent Solicitation Statement (after giving effect to the redemption of an aggregate of 3,927,435 shares of Common Stock by holders who exercised their right to redeem their shares in connection with the submission of proposals to extend the date by which Merida has to consummate a business combination), (ii) Leafly’s capitalization at the closing of the Business Combination will be consistent with Leafly’s estimates as of September 30, 2021, (iii) the Business Combination closes in the first quarter of 2022, (iv) an Exchange Ratio of 0.3271 (estimated as of September 30, 2021 assuming the Business Combination closes in the first quarter of 2022), (v) inclusion of the effect of the conversion of the New Notes and (vi) no inclusion of the effect of any other outstanding warrants and options of Leafly and Merida and the issuance of the Earnout Shares, or any further financing of Merida or Leafly, immediately after the closing of the Business Combination.

We refer to the aggregate number of shares available for awards under the 2021 Plan as the “share reserve.” On the first day of each fiscal year of New Leafly during the term of the 2021 Plan, commencing on January 1, 2022 and ending on (and including) January 1, 2031, the share reserve will automatically increase by a number of shares of New Leafly Common Stock such that the number of shares that may be issued under the 2021 Plan shall equal 10% of the fully diluted shares of New Leafly Common Stock as of the last day of the preceding fiscal year (for this purpose each share subject to an outstanding award will reduce the share reserve by one share), but shall in no event be increased by more than 4,977,024 shares of New Leafly Common Stock per fiscal year, assuming (i) that no additional holder of Public Shares exercises redemption rights as described in the Proxy Statement/Prospectus/Consent Solicitation Statement (after giving effect to the redemption of an aggregate of 3,927,435 shares of Common Stock by holders who exercised their right to redeem their shares in connection with the submission of proposals to extend the date by which Merida has to consummate a business combination), (ii) Leafly’s capitalization at the closing of the Business Combination will be consistent with Leafly’s estimates as of September 30, 2021, (iii) the Business Combination closes in the first quarter of 2022, (iv) an Exchange Ratio of 0.3271 (estimated as of September 30, 2021 assuming the Business Combination closes in the first quarter of 2022), (v) inclusion of the effect of the conversion of the New Notes and (vi) no inclusion of the effect of any other outstanding warrants and options of Leafly and Merida and the issuance of the Earnout Shares, or any further financing of Merida or Leafly, immediately after the closing of the Business Combination.. Within the share reserve, the total number of shares of New Leafly Common Stock available for issuance as incentive stock options shall equal the maximum number of shares available for issuance under the 2021 Plan.

If any award granted under the 2021 Plan is cancelled, expired, repurchased, forfeited, surrendered, exchanged for cash, settled in cash or by delivery of fewer shares of New Leafly Common Stock than the number underlying the award, or otherwise terminated without consideration or delivery of the shares to the participant, then such unissued shares will be returned to the 2021 Plan and be available for future awards under the 2021 Plan. Shares that are withheld from any award in payment of the exercise, base or purchase price or taxes related to such an award will be available for future awards under the 2021 Plan and will increase the share reserve by one share for each share that is retained or returned to New Leafly. Shares of New Leafly Common Stock repurchased by New Leafly on the open market with the proceeds of a stock option will not be returned to the 2021 Plan nor be available for future awards under the 2021 Plan. The payment of dividend equivalents in cash in conjunction with any outstanding award shall not count against the share reserve.

The share reserve will be reduced by one share of New Leafly Common Stock for each share of New Leafly Common Stock subject to an award. If a share of New Leafly Common Stock that was subject to an award is returned to the share reserve, the share reserve will be credited with one share of New Leafly Common Stock.

UPDATE TO THE ESPP PROPOSAL

Update to New Leafly Common Stock Subject to the ESPP

The section titled “Proposal No. 7 — The ESPP Proposal — New Leafly Common Stock Subject to the ESPP” beginning on page 189 of the Proxy Statement/Prospectus/Consent Solicitation Statement is replaced with the disclosure below.

New Leafly Common Stock Subject to the ESPP

Subject to adjustments as provided in the ESPP, the maximum number of shares of New Leafly Common Stock that may be issued under the ESPP will not exceed 1,244,256 shares of New Leafly Common Stock, assuming (i) that no additional holder of Public Shares exercises redemption rights as described in the Proxy Statement/Prospectus/Consent Solicitation Statement (after giving effect to the redemption of an aggregate of 3,927,435 shares of Common Stock by holders who exercised their right to redeem their shares in connection with the submission of proposals to extend the date by which Merida has to consummate a business combination), (ii) Leafly’s capitalization at the closing of the Business Combination will be consistent with Leafly’s estimates as of September 30, 2021, (iii) the Business Combination closes in the first quarter of 2022, (iv) an Exchange Ratio of 0.3271 (estimated as of September 30, 2021 assuming the Business Combination closes in the first quarter of 2022), (v) inclusion of the effect of the conversion of the New Notes and (vi) no inclusion of the effect of any other outstanding warrants and options of Leafly and Merida and the issuance of the Earnout Shares, or any further financing of Merida or Leafly, immediately after the closing of the Business Combination. On the first day of each fiscal year of New Leafly during the term of the ESPP, commencing on January 1, 2022 and ending on (and including) January 1, 2031, the share reserve shall automatically increase by a number of shares of New Leafly Common Stock such that the number of shares that may be issued under the ESPP shall equal 2.5% of the fully diluted shares of New Leafly Common Stock as of the last day of the preceding fiscal year (for this purpose each share subject to an outstanding award will reduce the share reserve by one share), but shall in no event be increased more than 1,244,256 shares of New Leafly Common Stock, assuming (i) that no additional holder of Public Shares exercises redemption rights as described in the Proxy Statement/Prospectus/Consent Solicitation Statement (after giving effect to the redemption of an aggregate of 3,927,435 shares of Common Stock by holders who exercised their right to redeem their shares in connection with the submission of proposals to extend the date by which Merida has to consummate a business combination), (ii) Leafly’s capitalization at the closing of the Business Combination will be consistent with Leafly’s estimates as of September 30, 2021, (iii) the Business Combination closes in the first quarter of 2022, (iv) an Exchange Ratio of 0.3271 (estimated as of September 30, 2021 assuming the Business Combination closes in the first quarter of 2022), (v) inclusion of the effect of the conversion of the New Notes and (vi) no inclusion of the effect of any other outstanding warrants and options of Leafly and Merida and the issuance of the Earnout Shares, or any further financing of Merida or Leafly, immediately after the closing of the Business Combination. The share reserve will be reduced by one share of New Leafly Common Stock for each share of New Leafly Common Stock subject to an award. If any purchase right granted under the ESPP terminates without having been exercised in full, the shares of New Leafly Common Stock not purchased under such purchase right will again become available for issuance under the ESPP. For the avoidance of doubt, up to the maximum number of shares of New Leafly Common Stock reserved may be used to satisfy purchases of New Leafly Common Stock under the 423 Component and any remaining portion of such maximum number of shares may be used to satisfy purchases of New Leafly Common Stock under the Non-423 Component.

UPDATE TO THE MERGER AGREEMENT

The section titled “The Merger Agreement” beginning on page 141 of the Proxy Statement/Prospectus/Consent Solicitation Statement is supplemented with the disclosure below.

Merger Agreement Amendment

Pursuant to the Merger Agreement Amendment, the definition of Closing Date Cash contained in the Merger Agreement was amended to include the proceeds received by Merida pursuant to the NPA to provide that the principal amount of the New Notes sold pursuant to the NPA would be included in determining whether the Minimum Cash Condition (as defined in the Merger Agreement) is satisfied. The Merger Agreement Amendment also made certain other ministerial changes related thereto.

UPDATE TO BENEFICIAL OWNERSHIP OF SECURITIES

The section titled “Update to Beneficial Ownership of Securities” beginning on page 251 of the Proxy Statement/Prospectus/Consent Solicitation Statement is replaced with the disclosure below.

BENEFICIAL OWNERSHIP OF SECURITIES

Security Ownership of Certain Beneficial Owners and Management of Merida

The following table sets forth information regarding (a) the actual beneficial ownership of Common Stock as of December 28, 2021, the record date for Merida stockholders entitled to notice of, and to attend and vote at, the special meeting (prior to consummation of the Business Combination) and (b) immediately following the consummation of the Business Combination by:

• each person known by Merida to be the beneficial owner of more than 5% of Merida’s outstanding shares of common stock either on the record date or after the consummation of the Business Combination;

• each of Merida’s current executive officers and directors;

• each person who will become an executive officer or a director of Merida upon the consummation of the Business Combination, assuming both no redemption and maximum redemption;

• all of Merida’s current executive officers and directors as a group; and

• all of Merida’s executive officers and directors as a group immediately following the consummation of the Business Combination, assuming both no redemption and maximum redemption.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

At any time prior to the special meeting, during a period when they are not in possession of any material nonpublic information regarding Merida or its securities, the Sponsor, Merida’s officers and directors, Leafly or Leafly’s shareholders and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal, or who elect to convert, or indicate an intention to convert, their public shares into a pro rata portion of the trust account, or they may execute agreements to purchase shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of New Leafly Common Stock, to vote their shares in favor of the Business Combination Proposal or to refrain from exercising their redemption rights. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirement that the holders of a majority of the outstanding shares present and entitled to vote at the special meeting to approve the Business Combination Proposal vote in its favor and that the conditions to the closing of the Mergers (such as the condition that the New Leafly Common Stock be listed on Nasdaq) otherwise will be met, where it appears that such requirement would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus/consent solicitation statement, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or warrants owned by the Merida initial stockholders for nominal value.

Entering into any such arrangements may have a depressive effect on New Leafly Common Stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than the then-current market price and may therefore be more likely to sell the shares he, she or it owns, either prior to or immediately after the special meeting.

No agreements dealing with the above arrangements or purchases have been entered into as of the date of this proxy statement/prospectus/consent solicitation statement. Merida will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them.

	Before the Business Combination(1)			After the Business Combination
Name and Address of Beneficial Owner				Assuming No Redemption(2)			Assuming Maximum Redemption(3)
Name and Address of Beneficial Owner	Number of Shares of Common Stock	Approximate Percentage of Outstanding Shares		Number of Shares of Common Stock	Approximate Percentage of Outstanding Shares		Number of Shares of Common Stock	Approximate Percentage of Outstanding Shares
Directors and Executive officers
Pre-Business Combination(4)
Peter Lee(5)	3,169,085	25.5	%	6,769,396	13.2	%	6,769,396	14.5	%
Richard Sellers	—	0	%	—	0.0	%	—	0.0	%
Mitchell Baruchowitz(5)	3,169,085	25.5	%	6,769,396	13.2	%	6,769,396	14.5	%
Jeffrey Monat(5)	3,169,085	25.5	%	6,769,396	13.2	%	6,769,396	14.5	%
Andres Nannetti(5)	3,169,085	25.5	%	6,769,396	13.2	%	6,769,396	14.5	%
All executive officers and directors as a group (five individuals)(5)	3,169,085	25.5	%	6,769,396	13.2	%	6,769,396	14.5	%

Directors and Executive Officers
Post-Business Combination
Yoko Miyashita(10)	—	0	%	636,569	1.3	%	636,569	1.5	%
Dave Cotter	—	0	%	172,734	0.4	%	172,734	0.4	%
Samuel Martin(11)	—	0	%	246,726	0.5	%	246,726	0.6	%
Suresh Krishnaswamy	—	0	%	—	0.0	%	—	0.0	%
Kimberly Boler	—	0	%	—	0.0	%	—	0.0	%
Alan Pickerill	—	0	%	—	0.0	%	—	0.0	%
Cassandra Chandler	—	0	%	—	0.0	%	—	0.0	%
Blaise Judja-Sato	—	0	%	—	0.0	%	—	0.0	%
Michael Blue	—	0	%	2,916,503	6.1	%	2,916,503	6.8	%
Peter Lee(5)	3,169,085	25.5	%	6,769,396	13.2	%	6,769,396	14.5	%
All executive officers and directors as a group (10 individuals)	3,169,085	25.5	%	10,741,927	20.5	%	10,741,927	22.5	%

5% Beneficial Holders
Brendan Kennedy	—	0	%	4,641,543	9.7	%	4,641,543	10.8	%
Merida Holdings LLC(5)	3,169,085	25.5	%	6,769,396	13.2	%	6,769,396	14.5	%
Peter Lee(5)	3,169,085	25.5	%	6,769,396	13.2	%	6,769,396	14.5	%
Michael Blue	—	0	%	2,916,503	6.1	%	2,916,503	6.8	%
Christian Groh(9)	—	0	%	2,735,658	5.7	%	2,735,658	6.3	%
Linden Advisors(6)	1,075,300	8.6	%	1,075,300	2.3	%	1,075,300	2.5	%
Castle Creek Arbitrage, LLC(7)	1,040,729	8.4	%	1,040,729	2.2	%	1,040,729	2.4	%
Highbridge Capital Management LLC(8)	846,699	6.8	%	846,699	1.8	%	846,699	2.0	%
Tenor Capital Management Company, LP(12)	760,532	6.1	%	760,532	1.6	%	760,532	1.8	%

____________

* Less than 1%.

(1) The pre-Business Combination percentage of beneficial ownership of Merida in the table above is calculated based on 12,444,505 shares of Common Stock outstanding after giving effect to the redemption of 3,927,435 shares of Common Stock on or prior to December 22, 2021. The amount of beneficial ownership does not reflect the Common Stock issuable upon exercise of Merida’s Warrants, as such Warrants may not be exercisable within 60 days if the Business Combination is not consummated.

(2) Assuming no redemptions beyond the redemption of 3,927,435 shares of Common Stock noted in footnote 1 to this table, the post-Business Combination percentage of beneficial ownership of New Leafly is calculated based on 47,653,223 shares

of Common Stock outstanding, which includes 35,221,718 shares of Common Stock estimated to be issued to Leafly securityholders in connection with the Business Combination, and assumes no sponsor shares will be forfeited pursuant to the Sponsor Agreement. Where applicable, the amount of beneficial ownership for each individual or entity post-Business Combination also reflects Common Stock issuable upon exercise of Merida’s 3,600,311 private warrants held by the sponsor (after giving effect to the transfer of 300,000 private warrants to the Note Investors pursuant to the NPA), which have an exercise price of $11.50 per share, and upon exercise of stock options that will be exercisable within 60 days after the consummation of the Business Combination. Unless otherwise indicated, Merida believes that all persons named in the table have sole voting and investment power with respect to all Common Stock beneficially owned by them upon consummation of the Business Combination.

(3) Assuming maximum redemptions, the post-Business Combination percentage of beneficial ownership of Merida is calculated based on 43,131,606 shares of Common Stock outstanding, which (a) assumes redemption of 8,411,552 Public Shares by the Public Stockholders, (b) includes 35,221,718 shares of Common Stock estimated to be issued to Leafly securityholders, in connection with the Business Combination, and (c) assumes that no sponsor shares will be forfeited pursuant to the Sponsor Agreement. Where applicable, the amount of beneficial ownership for each individual or entity post-Business Combination also reflects Common Stock issuable upon exercise of Merida’s 3,600,311 private warrants held by the sponsor (after giving effect to the transfer of 300,000 private warrants to the Note Investors pursuant to the NPA) and upon exercise of stock options that will be exercisable within 60 days after the consummation of the Business Combination. Unless otherwise indicated, Merida believes that all persons named in the table have sole voting and investment power with respect to all Common Stock beneficially owned by them upon consummation of the Business Combination.

(4) Unless otherwise indicated, the business address of each of the individuals is c/o Merida Merger Corp., 641 Lexington Avenue, 18th Floor, New York, NY 10022.

(5) Represents securities held by Merida Holdings, LLC, of which each of Messrs. Lee, Baruchowitz, Monat and Nannetti is a managing member. Each individual has one vote, and the approval of three of the four managing members is required for approval of an action of the entity. Under the so-called “rule of three”, if voting and dispositive decisions regarding an entity’s securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities. Based on the foregoing, no individual of the committee exercises voting or dipositive control over any of the securities held by such entity, even those in which he directly owns a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares. The shares referred to include sponsor shares that may be subject to forfeiture pursuant to the Sponsor Agreement, for which zero shares are assumed to be forfeit in this presentation. The 3,169,085 shown in the table reflects 1,543,891 sponsor shares (after reflecting the transfer of 30,803 sponsor shares pursuant to the Share Transfer, Non-Redemption and Forward Purchase Agreements and the 37,500 sponsor shares pursuant to the NPA and the forfeiture of 13,000 sponsor shares pursuant to the Side Letter) of the 1,625,194 sponsor shares that are expected to vest upon the closing of the Mergers and the remaining 1,625,194 sponsor shares subject to additional vesting conditions, as described elsewhere in the prospectus. This row does not reflect the potential cancelation of up to 26,000 sponsor shares on the date that is three months following the Closing Date, pursuant to the Side Letter.

(6) Represents shares beneficially held by Linden Advisors and Siu Min (Joe) Wong. This amount consists of 965,053 shares held by Linden Capital and 110,247 shares held by separately managed accounts. Based on information contained in a Schedule 13G/A filed with the Securities and Exchange Commission on February 3, 2021.

(7) Represents 876,294 shares beneficially held by CC Arb West, LLC and 164,435 shares beneficially held by CC Arbitrage, Ltd. Castle Creek Arbitrage, LLC serves as a registered investment adviser whose clients are CC Arb West, LLC and CC Arbitrage, Ltd. Mr. Allan Weine is the managing member of Castle Creek Arbitrage and may be deemed to be the beneficial owner of such securities and have voting and dispositive power over such shares. Based on information contained in a Schedule 13G filed with the Securities and Exchange Commission on February 16, 2021.

(8) Based on information contained in a Schedule 13G filed with the Securities and Exchange Commission on August 6, 2021.

(9) Includes 269,187 shares (post-conversion) owned by Mr. Groh’s wife, for which he disclaims beneficial ownership.

(10) Includes options that will vest immediately upon closing of the Mergers, as discussed in the section titled “Other Compensation of Named Executive Officers — Option Award Granted to Yoko Miyashita.”

(11) Includes 65,414 RSUs (post-conversion) that were promised to Mr. Martin, which will be immediately vested upon grant early in 2022, subject to shareholder approval of the 2021 Plan and subsequent approval of the awards by the New Leafly board of directors.

(12) Based on information contained in a Schedule 13G filed with the Securities and Exchange Commission on December 3, 2021.

The Sponsor beneficially owns approximately 25.5% of Merida’s issued and outstanding Common Stock as of December 28, 2021 (after deducting the shares of Common Stock that were redeemed on or prior to December 22, 2021). Because of this ownership block, the Sponsor may be able to effectively exercise control over all matters requiring approval by Merida’s stockholders, including the election of directors and approval of significant corporate transactions other than approval of its initial business combination.

Pursuant to the Merger Agreement, all of the Merger Shares and Earnout Shares, if issued, will be subject to transfer restrictions for a period of 180 days following completion of the Business Combination.

Concurrently with the execution of the Merger Agreement, Leafly, Merida, and the Sponsor entered into the Sponsor Agreement, which provides that (a) at the closing of the Mergers, the Forfeited Shares will be forfeited by the Sponsor and cancelled by Merida, (b) the parties will enter into the Stock Escrow Amendment, and (c) the sponsor shares will be subject to transfer restrictions for a period of 180 days following the completion of the Business Combination.

Concurrently with the execution of the Merger Agreement, Leafly, Merida, and the Sponsor entered into the Stock Escrow Amendment which provides that, following the Closing, after giving effect to the forfeiture of the Forfeited Shares, the Net Sponsor Shares will remain in escrow and be released from escrow as follows: (i) fifty percent of the Net Sponsor Shares will be released from escrow on the Closing Date in the event that the Minimum Cash Condition is satisfied (with a reduced number of shares to be released based on the cash actually delivered by Merida on the Closing Date in the event that Leafly waives compliance with the Minimum Cash Condition), (ii) twenty-five percent of the Net Sponsor Shares will be released from escrow upon the occurrence of the First Price Triggering Event, (iii) all of the sponsor shares then held in escrow will be released from escrow upon the occurrence of the Second Price Triggering Event, and (iv) if a Change of Control that will result in the holders of New Leafly Common Stock receiving a per share price equal to or in excess of the applicable per share price required in connection with the First Price Triggering Event or the Second Price Triggering Event occurs at a time when sponsor shares are held in escrow, then immediately prior to the consummation of such Change of Control (a) the applicable triggering event that has not previously occurred shall be deemed to have occurred and (b) the applicable Net Sponsor Shares will be released from escrow. On the business day following the end of the Second Earn Out Period, all sponsor shares not released from escrow will be forfeited and cancelled.

UPDATE TO ANNEXES

The 2021 Plan attached as Annex C to the Proxy Statement/Prospectus/Consent Solicitation Statement is replaced in its entirety with Annex E to this Supplement.

The ESPP Plan attached as Annex D to the Proxy Statement/Prospectus/Consent Solicitation Statement is replaced in their entirety with Annex F to this Supplement.

Annex A

MERIDA MERGER CORP. I

NOTE PURCHASE AGREEMENT

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”).

RECITAL

On the terms and subject to the conditions set forth herein, each Purchaser is willing to purchase from the Company, severally and not jointly, and the Company is willing to sell to each Purchaser, severally and not jointly, that principal amount of the Company’s 8.00% Senior Convertible Notes due 2025 (the “Notes”) shown on Schedule 1.1 attached hereto. On the Closing Date, promptly following the Effective Time (as defined in the Agreement and Plan of Merger) (the “Joinder Time”), (i) the Company will cause the Guarantor to fully and unconditionally guarantee the payment of the Company’s obligations under the Notes on a senior unsecured basis by executing a Notation of Guarantee (the “Notation of Guarantee”) substantially in the form attached hereto as Exhibit A and (ii) the Company will cause the Guarantor to execute and deliver a joinder agreement (the “Joinder Agreement”) substantially in the form attached hereto as Exhibit B, pursuant to which the Guarantor will agree to observe and fully perform all of the rights, obligations and liabilities contemplated under this Agreement as if it were an original signatory hereto.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, and the representations, warranties, covenants and conditions set forth below, the Company, each Purchaser and, as applicable, the Sponsor and Guarantor, intending to be legally bound, hereby agree as follows, provided that, notwithstanding anything in this Agreement to the contrary, the representations, warranties, authorizations, acknowledgments, covenants and agreements of the Guarantor contained in this Agreement shall not become effective until the delivery of the Joinder Agreement:

1. Notes

1.1 Issuance of Notes. On the terms and subject to the conditions set forth herein, the Company shall sell and issue to each Purchaser, severally and not jointly, and each Purchaser shall purchase from the Company, severally and not jointly, Notes in the original principal amount set forth opposite such Purchaser’s name on Schedule 1.1 attached hereto at a price of 100% of the principal amount thereof. Each Purchaser’s obligations to purchase the Notes are several and not joint. The aggregate original principal amount for the Notes issued hereunder shall not exceed $30,000,000, all of which shall be funded in one closing as contemplated below.

1.2 Form of Notes. The Notes shall be issued in substantially the form attached hereto as Schedule 1.2 (the “Global Note”).

2. Closing

2.1 Closing. Subject to Sections 2.2, 2.3 and 2.4, the sale and issuance of the Notes (the “Note Closing”) shall be held on the date of the closing (and immediately prior to) (the “Closing Date”) of the mergers contemplated by the Agreement and Plan of Merger dated as of August 9, 2021 and as amended on September 8, 2021 and January 11, 2022, between Merida Merger Corp. I, Leafly Holdings, Inc. and the other signatories thereto (the “Agreement and Plan of Merger” and the transactions contemplated by the Agreement and Plan of Merger, the “Transaction”). At the Note Closing, the Company shall deliver to each Purchaser the Notes in book entry form pursuant to the procedures of The Depository Trust Company (“DTC”) which will act as securities depository for the Notes, in the name of a custodian designated by the Purchaser (which custodian shall have properly posted a Deposit/Withdrawal At Custodian (“DWAC”) for release by the Company or its agent, as applicable, through the facilities of DTC), against receipt by the Company from such Purchaser, by wire transfer of immediately available funds, of the principal amount of Notes

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being purchased by such Purchaser (the “Purchase Price”); provided, however, that the aggregate principal amount of Notes purchased by such Purchaser pursuant to this Agreement shall not exceed the amount set forth opposite such Purchaser’s name on Schedule 1.1 attached hereto (the “Note Amount”).

2.2 Conditions of Each Party. The Note Closing shall be subject to the satisfaction or waiver by the Company, on the one hand, and each Purchaser, on the other, of the following conditions:

(a) all conditions precedent to the closing of the Transaction, including the approval of the Company’s stockholders shall have been satisfied or waived, as determined by the parties to the Agreement and Plan of Merger (other than those conditions under the Agreement and Plan of Merger which, by their nature, are to be fulfilled simultaneously with the closing of the Transaction), and the closing of the Transaction shall occur concurrently with or immediately following the Note Closing.

(b) no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining, prohibiting or enjoining consummation of the transactions contemplated hereby; and no such governmental authority shall have instituted or threatened in writing any proceeding seeking to impose any such restraint or prohibition.

2.3 Conditions of Purchaser. Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Note Closing shall be subject to the satisfaction or waiver by such Purchaser of the following additional conditions:

(a) The representations and warranties of the Company and the Guarantor, as applicable, contained in this Agreement and the Notation of Guarantee, shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, Material Adverse Effect, which representations and warranties shall be true and correct in all respects) when made and at the Note Closing as if made on the date thereof (except to the extent that any such representation or warranty expressly relates to a specified earlier date, in which case such representation or warranty shall be true and correct as of such earlier date).

(b) The Company and the Guarantor shall have performed and complied in all material respects with all agreements and conditions contained in this Agreement, the Notes, the Joinder Agreement and the Notation of Guarantee (collectively, the “Notes Documents”) to which it is a party required to be performed or complied with by the Company or the Guarantor prior to or at such Note Closing or Joinder Time, as applicable, and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof), no Default or Event of Default (each as defined in the Global Note) shall have occurred and be continuing.

(c) The Company shall have delivered to such Purchaser an officer’s certificate, dated the date of the Note Closing, certifying that the conditions specified in Sections 2.3(a) and 2.3(b) have been satisfied and that there has not occurred any Material Adverse Effect (as defined in the Agreement and Plan of Merger) since December 31, 2020.

(d) The Company shall have delivered to such Purchaser a certificate of its Secretary, dated the date of the Note Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Agreement, (ii) the incumbency of the signatories of the Company, and (iii) such other items as the Purchasers may reasonably require to evidence the identity, authority and capacity of each Responsible Officers (as defined below) authorized to act as a Responsible Officer in connection with the Notes Documents to which it is a party.

(e) The Guarantor shall have delivered to such Purchaser a certificate of an officer, to be effective as of the Joinder Time, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Joinder Agreement and the Notation of Guarantee, (ii) the incumbency of the signatories of the Guarantor, and (iii) such other items as the Purchasers may reasonably require to evidence the identity, authority and capacity of the signatories of the Guarantor.

(f) Such Purchaser shall have received (i) an opinion dated the date of the Note Closing from Weil, Gotshal & Manges LLP, substantially in the forms attached hereto as Schedule 2.3(f) and (ii) an opinion dated as of the date of the Note Closing from a law firm or attorney reasonably satisfactory to Purchasers with respect to the Guarantor, in a form reasonably satisfactory to Purchasers giving customary opinions regarding the Notation of Guarantee and Joinder Agreement.

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(g) Subject to Section 8.8, the Company shall have paid on or before the Note Closing the reasonable and documented fees, charges and disbursements of the Purchasers’ counsel to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Note Closing.

(h) At least five (5) Business Days (as defined in the Agreement and Plan of Merger) prior to the date of the Note Closing, each Purchaser shall have received written instructions signed by the chief financial officer, principal accounting officer, treasurer or controller of the Company (a “Senior Financial Officer” and, together with any other officer of the Company with responsibility for the administration of the relevant portion of this Agreement, a “Responsible Officer”) on letterhead of the Company confirming (i) the name and address of the bank that should receive the purchase price for the Notes, (b) such bank’s ABA number and (c) the account name and number into which the purchase price for the Notes is to be deposited. Each Purchaser has the right, but not the obligation, upon written notice (which may be by email) to the Company, to elect to deliver a micro deposit (less than $50.00) to the account identified in the written instructions no later than two (2) Business Days prior to the Note Closing. If a Purchaser delivers a micro deposit, a Responsible Officer must verbally verify the receipt and amount of the micro deposit to such Purchaser on a telephone call initiated by such Purchaser prior to the Note Closing. The Company shall not be obligated to return the amount of the micro deposit, nor will the amount of the micro deposit be netted against the Purchaser’s purchase price of the Notes.

(i) There shall have been no amendment, waiver or modification to the Agreement and Plan of Merger following the date hereof that would reasonably be expected to materially and adversely affect the Purchasers without such Purchaser’s prior written consent; provided that the Company may, in its sole discretion, waive the Minimum Cash Condition (as defined in the Agreement and Plan of Merger) and nothing in this Agreement shall give the Purchaser any right to consent to, receive information or otherwise contest such waiver.

(j) Each of the Company and the Purchasers shall have taken all actions necessary to ensure that the Notes are eligible at DTC on the Note Closing (provided such actions shall not result in changes to the economic terms of the Notes).

2.4 Conditions of the Company. The obligation of the Company to consummate the Note Closing shall be subject to the satisfaction or waiver by the Company of the additional conditions:

(a) all representations and warranties of the Purchasers contained in this Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which shall be true and correct in all respects) at and as of the Closing Date.

(b) the Purchasers shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with at or prior to the Note Closing.

2.5 Additional Deliverables. At the Note Closing (a) each Purchaser shall deliver to the Company (i) a wire transfer of funds in the amount of such Purchaser’s aggregate Note Amount for such Note Closing, (ii) a duly executed counterpart signature page to this Agreement, (iii) a duly completed and executed Internal Revenue Service Form W-9 or W-8, as applicable, and (iv) an updated Schedule 1.1 reflecting any assignments made pursuant to Section 8.2 prior to the Note Closing, any such Schedule 1.1 delivered pursuant to this clause (iv) shall automatically amend and restate the Schedule 1.1 attached hereto without any further action by the parties hereto; (b) the Company shall deliver to the Purchasers the Notes in book entry form pursuant to the DWAC procedures of DTC, free and clear of any liens or other restrictions (other than those arising under this Agreement, the Global Note or state or federal securities laws), in the name of a custodian designated by the Purchasers (which custodian shall have properly posted such DWAC for release by the Company or agent, as applicable through the facilities of DTC); and (c) Sponsor shall deliver duly executed Securities Transfer Agreements with respect to the Sponsor Shares and Private Placement Warrants to be transferred in accordance with Sections 5.1 and 5.2 and otherwise comply with its obligation to deliver the Sponsor Shares and Private Placement Warrants in accordance therewith. At the Joinder Time, the Company shall cause the Guarantor to deliver a duly executed Joinder Agreement and Notation of Guarantee to each Purchaser.

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3. Representations, Warranties and Covenants of the Company

The Company hereby represents and warrants, as of the date hereof and as of the Note Closing to each Purchaser as set forth below. For purposes of this Section 3, the term “Company” shall refer to (x) with respect to the representation and warranties made as of the date hereof (except as provided in clause (y)), the Company and (y) with respect to representations and warranties in Sections 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, and 3.21 made as of the date hereof and the representations and warranties made as of the Closing Date, the combined company after giving effect to the Transaction as of the Closing Date. Further, upon execution and delivery of the Joinder Agreement, the Guarantor hereby represents and warrants, as of the Joinder Time, to each Purchaser as follows:

3.1 Organization, Good Standing and Qualification.

(a) The Company and the Guarantor are each duly organized, validly existing and in good standing (to the extent such concept is applicable) as a corporation or limited liability company, as applicable, under the laws of its jurisdiction of organization and each has the requisite corporate or limited liability company power, as applicable, to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. The Company and the Guarantor are each duly qualified and authorized to do business and in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not reasonably be expected to have a Material Adverse Effect on the Company, the Guarantor or their respective businesses. “Material Adverse Effect,” as used in this Agreement, means (a) a Material Adverse Effect (as defined in the Agreement and Plan of Merger) together with (b) any event, circumstance, change, development, effect or occurrence that, would reasonably be expected to prevent, materially delay or materially impede or materially adversely affect (i) the performance by the Company or the Guarantor of their respective obligations, as applicable, under the Notes Documents, (ii) the rights and remedies of the Purchasers under the Notes Documents, or (iii) the legality, validity, binding effect or enforceability against the Company and the Guarantor of the Notes Documents to which they are a party.

3.2 Corporate Power.

(a) The Company will have at the Note Closing all requisite corporate power to execute and deliver the Notes Documents to which it is a party and to carry out and perform its obligations under the terms of the Notes Documents. The Company’s Board of Directors has approved the Notes Documents based upon a reasonable belief that the Notes are appropriate for the Company after reasonable inquiry concerning the Company’s financing objectives and financial situation after giving effect to the Transaction.

(b) The Guarantor will have at the Joinder Time all requisite limited liability company power to execute and deliver the Notes Documents to which it is a party and to carry out and perform each of its obligations under the terms of the Notes Documents to which it is a party.

3.3 Authorization.

(a) All corporate action on the part of the Company, its directors and its stockholders necessary for the authorization, execution, delivery and performance of the Notes Documents to which it is a party and the performance of the Company’s obligations hereunder, including the issuance and delivery of the Notes and the reservation of the equity securities issuable upon conversion of the Notes (the “Conversion Shares”) has been taken or will be taken prior to the issuance of such Conversion Shares. The Notes Documents to which the Company is a party, when executed and delivered by the Company, shall constitute a valid and binding obligation of the Company enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws. The Conversion Shares, when issued in compliance with the Notes, will be validly issued, fully paid and nonassessable and free of any liens or encumbrances and issued in compliance with all applicable federal and securities laws.

(b) All corporate action on the part of the Guarantor, its directors and its stockholders necessary for the authorization, execution, delivery and performance of the Notes Documents to which it is a party and the performance of the Guarantor obligations thereunder has been taken or will be taken prior to the delivery of the Notes Documents to which it is a party.

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3.4 Governmental and Third Party Consents.

(a) All consents, approvals, orders, or authorizations of, or registrations, qualifications, designations, declarations, or filings with, any governmental authority or any other Person, required on the part of the Company in connection with the valid execution and delivery of this Agreement, the Joinder Agreement, the offer, sale or issuance of the Notes and the Conversion Shares or the consummation of any other transaction contemplated hereby shall have been obtained effective at the Note Closing, Joinder Time or, solely in the case of the conversion of the Notes, will be obtained prior to the issuance of the Conversion Shares, as applicable.

(b) All consents, approvals, orders, or authorizations of, or registrations, qualifications, designations, declarations, or filings with, any governmental authority or any other Person, required on the part of the Guarantor in connection with the valid execution and delivery of the Joinder Agreement shall have been obtained effective at the Joinder Time.

3.5 Compliance with Laws. Neither the Company nor the Guarantor is in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties other than any such violation which would not reasonably be expected to have a Material Adverse Effect on the Company or the Guarantor. Notwithstanding the foregoing, the Company and the Guarantor do not make any statement or representation about the current inconsistencies between U.S. federal law and what is permitted by the laws of the states that permit the production, sale and/or use of cannabis, such as California, Washington and Colorado, or the laws of other countries, such as Canada, Germany, Israel, Uruguay, Spain and the Netherlands, regarding cannabis.

3.6 Compliance with Other Instruments.

(a) Assuming the truth and accuracy of the representations and warranties of the Purchasers set forth in Section 4 hereof, and the Sponsor set forth in Section 5 hereof, the execution, delivery and performance by the Company of the Notes Documents to which it is a party and the consummation of the transactions contemplated thereby will not violate the Company’s articles of incorporation or bylaws (the “Company Organizational Documents”), each as in effect on the Closing Date, or of any material judgment, decree, order or writ, other than such violation(s) that would not reasonably be expected to have a Material Adverse Effect on the Company. Without limiting the foregoing, the Company has obtained all waivers reasonably necessary with respect to any preemptive rights, rights of first refusal or similar rights, including any notice or offering periods provided for as part of any such rights, in order for the Company to consummate the transactions contemplated hereunder without any third party obtaining any rights to cause the Company to offer or issue any securities of the Company as a result of the consummation of the transactions contemplated hereunder.

(b) Assuming the truth and accuracy of the representations and warranties of the Purchasers set forth in Section 4 hereof, the Sponsor set forth in Section 5 hereof, the execution, delivery and performance by the Guarantor of the Notes Documents to which it is a party and the consummation of the transactions contemplated thereby, will not violate the Guarantor’s articles of formation or operating agreement (the “Guarantor Organizational Documents” and together with the Company Organizational Documents, the “Organizational Documents”), each as in effect as of the Joinder Time, or of any material judgment, decree, order or writ, other than such violation(s) that would not reasonably be expected to have a Material Adverse Effect on the Guarantor.

3.7 No “Bad Actor” Disqualification. The Company has exercised reasonable care to determine whether any Company Covered Person (as defined below) is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii), as modified by Rules 506(d)(2) and (d)(3), under the Securities Act of 1933, as amended (the “Act”) (“Disqualification Events”). To the Company’s knowledge, no Company Covered Person is subject to a Disqualification Event. The Company has complied, to the extent required, with any disclosure obligations under Rule 506(e) under the Act. For purposes of the Note, “Company Covered Persons” are those persons specified in Rule 506(d)(1) under the Act; provided, however, that Company Covered Persons do not include (a) any Purchaser, or (b) any person or entity that is deemed to be an affiliated issuer of the Company solely as a result of the relationship between the Company and any Purchaser.

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3.8 Offering. Assuming the accuracy of the representations and warranties of the Purchasers set forth in Section 4 hereof, the offer, issue, and sale of the Notes and the Conversion Shares are and will be exempt from the registration and prospectus delivery requirements of the Act, and have been registered or qualified (or are exempt from registration and qualification) under the registration, permit, or qualification requirements of all applicable state securities laws.

3.9 Use of Proceeds. The Company shall use the proceeds of the Notes in connection with the Agreement and Plan of Merger and shall use any additional proceeds for general corporate purposes as it deems fit in its sole discretion.

3.10 Litigation. There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or, to the Company’s or the Guarantor’s knowledge, currently threatened against the Company or the Guarantor that, to the Company’s or the Guarantor’s knowledge, would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company or the Guarantor.

3.11 Financial Condition. The Financial Statements (as defined in the Agreement and Plan of Merger) present fairly, in all material respects, the consolidated financial position, income (loss) and changes in equity of the Company and its Subsidiaries (as defined in the Agreement and Plan of Merger) as of the dates and for the periods indicated in the Financial Statements in conformity with GAAP (as defined in the Agreement and Plan of Merger) (except for the absence of footnotes or the inclusion of limited footnotes and other presentation items and normal year-end adjustments, none of which will be material) and were derived from, and accurately reflect in all material respects, the books and records of the Company and its Subsidiaries.

3.12 No Change. Since the Most Recent Financial Statements Date (as defined in the Agreement and Plan of Merger), there has not been any change, development, condition, occurrence, event or effect relating to the Company or any of its Subsidiaries that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, a Material Adverse Effect.

3.13 No Default. Neither the Company nor the Guarantor is in default under or with respect to its Organizational Documents or, except for any such defaults that would not reasonably be expected either individually or in the aggregate to have a Material Adverse Effect, under or with respect to its Indebtedness (as defined in the Agreement and Plan of Merger). No Event of Default (as defined in the Global Note) has occurred and is continuing.

3.14 Intellectual Property.

(a) The Company or one of its Subsidiaries owns and has good and marketable title to, or a valid leasehold interest in or right to use, all of its material tangible assets or personal property, free and clear of all Liens (as defined in the Agreement and Plan of Merger) other than (i) Permitted Liens (as defined in the Agreement and Plan of Merger) and (ii) the rights of lessors under any Real Estate Lease Documents (as defined in the Agreement and Plan of Merger). The material tangible assets or personal property (together with the material Intellectual Property (as defined in the Agreement and Plan of Merger) rights and contractual rights) of the Company and its Subsidiaries (A) constitute all of the assets, rights and properties that are necessary in all material respects for the operation of the businesses of the Company and its Subsidiaries as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Company and its Subsidiaries as currently conducted and (B) have been maintained in all material respects in accordance with generally applicable accepted industry practice and are in good working order and condition, except for ordinary wear and tear and as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

(b) Schedule 5.14(a) of the Agreement and Plan of Merger sets forth, as of the date thereof, a true, correct and complete list of: (i) all Company Registered Intellectual Property (as defined in the Agreement and Plan of Merger) material to the Company or any of its Subsidiaries (specifying for each item, as applicable (A) the record owner, (B) the jurisdiction in which such item has been issued, registered or filed, (C) the issuance, registration or application date and (D) the issuance, registration or application number); and (ii) all material unregistered Trademarks (as defined in the Agreement and Plan of Merger) included in Owned Intellectual Property (as defined in the Agreement and Plan of Merger). All renewal, maintenance and other necessary filings and fees due and payable to any relevant Governmental Authority (as defined in the Agreement and Plan of Merger) or Internet domain name registrar to maintain all Company Registered Intellectual Property in full force and effect have been timely submitted or paid in full. All Company Registered Intellectual Property is subsisting and, to the knowledge of the Company, all issuances and registrations included in the Company Registered Intellectual Property are valid and enforceable in accordance with applicable Law (as defined in the Agreement and Plan of Merger).

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(c) The Company or one of its Subsidiaries is the sole and exclusive owner of all right, title, and interest in and to all Owned Intellectual Property free and clear of all Liens (other than Permitted Liens), except where the failure to own any Owned Intellectual Property would not be material to the conduct and operation of the business of the Company or any of its Subsidiaries. The Company or one of its Subsidiaries has valid and enforceable rights to use, pursuant to a written license, sublicense, agreement or permission, all Licensed Intellectual Property (as defined in the Agreement and Plan of Merger), free and clear of all Liens (other than Permitted Liens), except where the failure to have valid and enforceable rights to use any Licensed Intellectual Property would not be material to the conduct and operation of the business of the Company or any of its Subsidiaries.

(d) To the knowledge of the Company, none of the Company or any of its Subsidiaries, the conduct of the business of the Company or any of its Subsidiaries or any Owned Intellectual Property has infringed, misappropriated (or constituted or resulted from a misappropriation of) or otherwise violated, or is infringing, misappropriating (or constitutes or results from the misappropriation of) or otherwise violating any Intellectual Property of any Person (as defined in the Agreement and Plan of Merger). Except as set forth on Schedule 5.14(c) of the Agreement and Plan of Merger, none of the Company or any of its Subsidiaries has received from any Person in the last year any written (or, to the knowledge of the Company, unwritten) notice, charge, complaint, claim or other assertion: (i) of any infringement, misappropriation or other violation of any Intellectual Property of any Person; (ii) inviting the Company or any of its Subsidiaries to take a license under any Intellectual Property of any Person (which could be reasonably construed as a claim of infringement); (iii) challenging the ownership, use, validity or enforceability of any material Owned Intellectual Property; or (iv) challenging the use by the Company or any Subsidiary of any material Licensed Intellectual Property. To the knowledge of the Company, no other Person has infringed, misappropriated, or violated, or is infringing, misappropriating, or violating, any material Owned Intellectual Property. No such claims have been made in writing against any Person by the Company or any of its Subsidiaries in the last three years. None of the Owned Intellectual Property is subject to any outstanding order, settlement, consent order or other disposition of any dispute that materially adversely restricts the use, transfer or registration of, or materially adversely affects the validity or enforceability of, such Owned Intellectual Property.

(e) No past or present director, officer or employee of the Company or any of its Subsidiaries owns (or, to the knowledge of the Company, has made any written claim or asserted any right to any ownership interest, in or to) any Owned Intellectual Property material to the conduct and operation of the business of the Company or such Subsidiary. Each of the past and present directors, officers, employees, consultants and independent contractors of the Company or any of its Subsidiaries who has been or is engaged in creating or developing for or on behalf of the Company or any of its Subsidiaries any Intellectual Property material to the conduct and operation of the business of the Company or such Subsidiary in the course of such Person’s employment or engagement by the Company or such Subsidiary has executed a written agreement, pursuant to which such Person has (i) agreed to hold all confidential information of the Company or such subsidiary in confidence both during and after such Person’s employment or retention by the Company or such Subsidiary, as applicable, and (ii) presently assigned to the Company or one or more of its Subsidiaries all of such Person’s rights, title and interest in and to all such Intellectual Property created or developed for the Company or any of its Subsidiaries in the course of such Person’s employment or retention by the Company or such Subsidiary, as applicable (each, an “Invention Assignment Agreement”). To the knowledge of the Company, there is no material uncured breach by any such Person under any such Invention Assignment Agreement with respect to material Intellectual Property created or developed by such Person for or on behalf of the Company or any of its Subsidiaries.

(f) No funding, facilities or personnel of any Governmental Authority or any university, college, research institute or other educational institution has been or is being used to create, in whole or in part, any material Owned Intellectual Property.

(g) The Company and each of its Subsidiaries has taken adequate and commercially reasonable steps to maintain the secrecy and confidentiality of all material Trade Secrets (as defined in the Agreement and Plan of Merger) included in the Owned Intellectual Property and all Trade Secrets of any Person to whom the Company or any of its Subsidiaries has a confidentiality obligation with respect to such Trade Secrets. To the knowledge of the Company, no Trade Secret that is material to the business of the Company or any of its Subsidiaries has been authorized by the Company or any of its Subsidiaries to be disclosed or has been disclosed to any Person other than (i) pursuant to a written agreement adequately restricting the disclosure and use of such Trade Secret or (ii) to a Person who otherwise has a duty to protect such Trade Secret.

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(h) None of the source code or related source code materials for any material Owned Company Software (as defined in the Agreement and Plan of Merger) has been licensed or provided to, or used or accessed by, any Person (other than employees, contractors or other service providers of the Company or any of its Subsidiaries who have entered into written agreements restricting the disclosure and use of such source code or related materials). None of the Company or any of its Subsidiaries is a party to any source code escrow Contract or any other Contract requiring the deposit of any source code or related source code materials for any material Owned Company Software. To the knowledge of the Company, no Person other than the Company and its Subsidiaries is in possession of, or has rights to possess, any source code or related source code materials for any material Owned Company Software.

(i) To the knowledge of the Company, the Company and each of its Subsidiaries have complied in the last three years, and do currently comply, with all material license terms applicable to any item of Open Source Software (as defined in the Agreement and Plan of Merger) that is or has been included, incorporated or embedded in, linked to, combined or distributed with, or used in the delivery or provision of any material Owned Company Software. No Open Source Software is or has been included, incorporated or embedded in, linked to, combined or distributed with or used in the delivery or provision of any material Owned Company Software, in each case, in a manner that requires or obligates the Company or any of its Subsidiaries to: (i) disclose, contribute, distribute, license or otherwise make available to any Person (including the open source community) any source code included in the material Owned Company Software; (ii) license any material Owned Company Software for making modifications or derivative works; (iii) disclose, contribute, distribute, license or otherwise make available to any Person any material Owned Company Software for no or nominal charge; or (iv) grant a license to, or refrain from asserting or enforcing, any of its material Patents (as defined in the Agreement and Plan of Merger).

(j) To the knowledge of the Company, the Owned Company Software is free from any defect, virus or programming, design, or documentation error or corruptant that would have a material effect on the operation or use of the Owned Company Software. To the knowledge of the Company, none of the Owned Company Software: (i) contains any Contaminants (as defined in the Agreement and Plan of Merger); (ii) constitutes, contains or is considered “spyware” or “trackware” (as such terms are commonly understood in the software industry); (iii) records a user’s actions without such user’s knowledge; or (iv) employs a user’s Internet connection without such user’s knowledge to gather or transmit information on such user or such user’s behavior. The Company and each of its Subsidiaries implement and maintain in all material respects, and have during the last three years implemented and maintained in all material respects, industry standard procedures to mitigate against the likelihood that the Owned Company Software contains any Contaminant or other Software (as defined in the Agreement and Plan of Merger) routines or hardware components that permit unauthorized access to or disable, erase or otherwise harm Software, hardware or data.

(k) The Company or one of its Subsidiaries owns or has a valid right to access and use pursuant to a written agreement all IT Systems (as defined in the Agreement and Plan of Merger) in the manner in which they are currently accessed or used in the conduct of the business. To the knowledge of the Company, the IT Systems (i) are adequate in all material respects for the operation and conduct of the business of the Company and its Subsidiaries as currently conducted (it being understood that the Company and its Subsidiaries authorize projects to upgrade and improve certain IT Systems from time to time in the ordinary course of business) and (ii) do not contain any viruses, worms, Trojan horses, bugs, faults or other devices, errors, contaminants or effects that (A) materially disrupt or materially adversely affect the functionality of the IT Systems, except as disclosed in their documentation or (B) enable or assist any Person to access without authorization any IT Systems. To the knowledge of the Company, during the last year, there has been no unauthorized access to or breach or violation of any IT Systems, in each case, that has had a material adverse impact on the conduct and operation of the business of the Company or any of its Subsidiaries. In the last three years, there have been no failures, breakdowns, continued substandard performance, data loss, material outages, material unscheduled downtime or other adverse events affecting any such IT Systems that have caused or could reasonably be expected to result in the substantial disruption of or substantial interruption in or to the use of such IT Systems or the conduct and operation of the business of the Company or any of its Subsidiaries.

(l) Neither the execution and delivery of the Agreement and Plan of Merger or any of the other Transaction Agreements (as defined in the Agreement and Plan of Merger) nor the consummation of the transactions contemplated thereby (either alone or in combination with any other event) will result in: (i) the loss or impairment of, or any Lien on, any material Owned Intellectual Property or material Licensed Intellectual Property; (ii) the release, disclosure or delivery of any source code included in the material Owned Company Software to any Person; (iii) the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in any

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material Owned Intellectual Property or material Licensed Intellectual Property; (iv) the payment of any additional consideration to, or the reduction of any payments from, any Person with respect to any Owned Intellectual Property or Licensed Intellectual Property; or (v) the breach of, or creation on behalf of any Person of the right to terminate or modify any Contract (as defined in the Agreement and Plan of Merger) relating to any material Owned Intellectual Property or material Licensed Intellectual Property.

3.15 Taxes.

(a) All income and other material Tax Returns (as defined in the Agreement and Plan of Merger) required by Law to be filed by the Company or any of its Subsidiaries have been duly and timely filed (after giving effect to any valid extensions of time in which to make such filings) and all such Tax Returns are true, correct and complete in all material respects.

(b) All income and other material amounts of Taxes (as defined in the Agreement and Plan of Merger) due and payable by the Company or any of its Subsidiaries have been timely paid.

(c) Each of the Company and its Subsidiaries has (i) collected and withheld all material amounts of Taxes required to have been withheld or collected by it in connection with amounts paid to or by any employee, independent contractor, creditor, shareholder or any other third party, and (ii) remitted such amounts required to have been remitted to the appropriate Governmental Authority in material compliance with applicable Law.

(d) Neither the Company nor any of its Subsidiaries are currently engaged in any audit, administrative or judicial proceeding with a Governmental Authority with respect to material amounts of Taxes due from such entities. Neither the Company nor any of its Subsidiaries have received any written notice from a Governmental Authority of a proposed deficiency of any material amounts of Taxes due from such entities, which deficiency has not been paid or resolved. There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes of the Company or any of its Subsidiaries, and no written request for any such waiver or extension is currently pending (in each case, other than such waivers or extensions of time entered into the ordinary course of business).

(e) No written claim has been made by any Governmental Authority in a jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return that such entity is or may be subject to income or other material Taxes by, or required to file income or other material Tax Returns in, that jurisdiction, which claim has not been resolved. Neither the Company nor any of its Subsidiaries engages (or has engaged in the five years immediately prior to the date of the Agreement and Plan of Merger) in a trade or business or has (or has had in the five years immediately prior to the date of the Agreement and Plan of Merger) a permanent establishment in a country other than the country in which such entity is incorporated or otherwise organized.

(f) Neither the Company nor any of its Subsidiaries have been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2).

(g) There are no Liens for material amounts of Taxes on any of the assets of the Company or any of its Subsidiaries, other than Permitted Liens.

(h) Neither the Company nor any of its Subsidiaries have any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law), or as a transferee or successor (except, in each case, under any agreements that are commercial contracts entered into in the ordinary course of business not primarily related to Taxes).

(i) Neither the Company nor any of its Subsidiaries are a party to, or bound by, any Tax allocation, Tax sharing or Tax indemnification agreements under which the Company or any of its Subsidiaries could be liable after the Closing Date for the Tax liability of any Person other than the Company or any of its Subsidiaries (except, in each case, for any such agreements that are commercial contracts entered into in the ordinary course of business not primarily relating to Taxes).

(j) The Company has not been at any time during the five-year period ending on the Closing Date, a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code.

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(k) To the knowledge of the Company, there are no facts, circumstances or plans that, either alone or in combination, could reasonably be expected to prevent the Transactions (as defined in the Agreement and Plan of Merger) from qualifying for the Intended Tax Treatment (as defined in the Agreement and Plan of Merger).

(l) Neither the Company nor any of its Subsidiaries are bound with respect to any current or any future taxable period by any closing agreement (within the meaning of Section 7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Authority, in each case, that could affect the liability for Taxes of the Company or any of its Subsidiaries following the Closing (as defined in the Agreement and Plan of Merger).

3.16 Investment Company Act. The Company is not an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

3.17 Subsidiaries. The Subsidiaries of the Company as of the date of the Agreement and Plan of Merger are set forth on Schedule 5.02 of the Agreement and Plan of Merger, including a description, in each case as of the date hereof, of the capitalization of each such Subsidiary and the names of the record owners of all securities and other equity interests in each Subsidiary. Each Subsidiary has been duly formed or organized and is validly existing under the Laws of its jurisdiction of incorporation or organization and has the organizational power and authority to own, lease and operate its assets and properties and to conduct its business as it is now being conducted, in each case, except where the failure to be so licensed or qualified or to have such power and authority would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Subsidiary is duly licensed or qualified and in good standing as a foreign corporation (or other entity, if applicable) in each jurisdiction in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The certificate of incorporation and bylaws (or analogous organizational documents) of each of the Company’s Subsidiaries previously made available by the Company to Parent (as defined in the Agreement and Plan of Merger) are true, correct, and complete and are in effect as of the date of the Agreement and Plan of Merger.

3.18 Certain Documents. The Company has delivered to the Purchaser a complete and correct copy of the Agreement and Plan of Merger, including any amendments, supplements or modifications with respect to any of the foregoing. The Agreement and Plan of Merger is the legal, valid and binding obligation of each party thereto, enforceable against each such party in accordance with its terms, in each case, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting generally the enforcement of creditors’ rights, and (ii) the availability of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefor may be brought.

3.19 Indebtedness. The Company has completed the Convertible Note Financing (as defined in the Agreement and Plan of Merger). Neither the Company nor its Subsidiaries are a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness (as defined in the Agreement and Plan of Merger) of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness (as defined in the Agreement and Plan of Merger) of the Company or such Subsidiary, other than the Convertible Note Financing.

3.20 Anti-Terrorism Law; Foreign Corrupt Practices Act.

(a) Neither the Company nor, to the knowledge of the Company, its Affiliates (as defined in the Agreement and Plan of Merger) is in violation of any applicable law relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), the Patriot Act, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), Part II.1 of the Criminal Code (Canada), the United Nations Act (Canada) and the Special Economic Measures Act (Canada).

(b) Neither the Company nor to the knowledge of the Company, any Affiliate or broker or other agent of the Company is acting or benefiting in any capacity in connection with the proceeds of the Notes currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”)

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or by any other Governmental Authority under applicable Anti-Terrorism Laws (collectively, “Sanctions”); and the Company will not directly or indirectly use the proceeds of the Notes or otherwise make available such proceeds to any Person, for the purpose of financing the activities of any Person currently subject to Sanctions.

(c) Neither the Company nor, to the knowledge of the Company, any broker or other agent of the Company acting in any capacity in connection with the Notes (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in Section 3.20(b), (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or other applicable Anti-Terrorism Laws, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

(d) Neither the Company nor any director or officer, nor to the knowledge of the Company, agent, employee or other Person acting, directly or indirectly, on behalf of the Company or any of its subsidiaries, has, in the course of its actions for, or on behalf of, the Company or any of its subsidiaries directly or indirectly (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977 or the Corruption of Foreign Public Officials Act (Canada); or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

3.21 Data Protection and Privacy Laws. The Company and its Subsidiaries (a) have complied at all times with applicable privacy and security laws, rules, regulations, governmental or industry-guidance and self-regulatory requirements (including but not limited to, the California Consumer Protection Act, the General Data Protection Regulation, the FTC’s Fair Information Practice Principles, Payment Card Information Data Security Standards, the Digital Advertising Alliance privacy programs, the Fair Credit Reporting Act, the Telephone Consumer Protection Act, the CAN-SPAM Act, and the Telemarketing Sales Rule) (“Privacy Laws”) other than any non-compliance that would not reasonably be expected to have a Material Adverse Effect and (b) represent and warrant that the Company’s and its Subsidiaries’ policies governing the collection, receipt, access, transfer, processing, use, storage, disclosure, disposal, and security of personal information (“Privacy Policies”) accurately and appropriately describe the Company’s and its Subsidiaries’ collection, receipt, access, transfer, processing, use, storage, disclosure, disposal, and security of personal information. The Company and its Subsidiaries have implemented, maintain and comply with an appropriate and comprehensive written information security program that complies with Privacy Laws and applicable contractual obligations, and has taken all steps reasonably necessary to protect personal information, IT assets, Intellectual Property, and other confidential or proprietary information against loss and unauthorized access, acquisition, use, modification, disclosure or other misuse and has taken measures to ensure third parties acting on Company or its Subsidiaries behalf provide similar safeguards. The Company’s and its Subsidiaries’ receipt, collection, monitoring, maintenance, creation, transmission, use, processing, analysis, disclosure, storage, disposal and security of personal information was, is, and at all times has complied in all material respects with (i) all contractual obligations applicable to the collection, use, storage, processing, access, transfer, disclosure and protection of personal information, (ii) applicable Privacy Laws, and (iii) all notices, consents, or disclosures that apply to the Company’s and its Subsidiaries’ receipt, access, use, processing, storage, and disclosure of personal information. The Company and its Subsidiaries have not experienced or been notified of any unauthorized acquisition of, access to, use of, temporary or permanent loss of or disclosure of personal information, Intellectual Property, or confidential information obtained from or on behalf of the Company or its customers and requiring notification to a government entity (collectively, a “breach of security”) pertaining to Company’s current security and vendor architecture. The Company and its Subsidiaries have not been notified by any third party vendor or service provider that such third party vendor or service provider has suffered a breach of security. The Company and its Subsidiaries, and its directors and officers, have not received any complaints, claims, or causes of action by any person arising out of or relating to any breach of security nor (i) are they or have they been under investigation or subject to any order or action by any governmental authority for an alleged or actual violation of any Privacy Laws; (ii) received any written notice that it is under an investigation by any governmental authority, consumer advocacy groups, industry or trade organizations, for a violation of any Privacy Laws; or (iii) is or has been subject to any action with respect to the loss, damage or unauthorized access, use, disclosure, modification or other misuse of personal information or confidential, non-public data or alleging non-compliance with Privacy Laws, and no such claim has been threatened in writing. The Company and its Subsidiaries do not collect, and have taken appropriate measures in compliance with the Children’s Online Privacy Protection Act and other Privacy Laws to ensure that it has not collected and will not collect, any personal information from children under the age of 13.

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4. Representations and Warranties of the Purchasers

Each Purchaser hereby represents and warrants to the Company, severally and not jointly, as follows:

4.1 Purchase for Own Account. Each Purchaser represents that it is acquiring the Notes (collectively, with the underlying Conversion Shares, the “Securities”) solely for such Purchaser’s own account and beneficial interest for investment and not for sale or with a view to distribution of the Securities or any part thereof, in each case, in contravention of the Act, has no present intention of selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not presently have reason to anticipate a change in such intention, in each case, in contravention of the Act.

4.2 Information and Sophistication. Without lessening or obviating the representations and warranties of the Company set forth in Section 3 hereof, each Purchaser hereby: (a) acknowledges that it has received all documents and other information, requested by it, to make an informed decision with respect to the purchase of the Notes, (b) represents that such Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Securities and to obtain any additional information necessary to verify the accuracy of the information given the Purchaser and (c) represents that such Purchaser has such knowledge and experience in financial and business matters that such Purchaser is capable of evaluating the merits and risks of such investment. Such Purchaser has furnished or made available any and all information requested by the Company or otherwise necessary to satisfy any applicable verification requirements as to accredited investor status. Any such information is true, correct, timely and complete. The residency of the Purchaser (or, in the case of a partnership or corporation, such entity’s principal place of business) is correctly set forth beneath such Purchaser’s name on Schedule 1.1 hereto.

4.3 Ability to Bear Economic Risk. Each Purchaser acknowledges that investment in the Securities involves a high degree of risk, and represents that it is able, without materially impairing its financial condition, to hold the Securities and bear the economic risk of such investment for an indefinite period of time and to suffer a complete loss of its investment.

4.4 Further Limitations on Disposition. The Purchaser understands that the Securities are being offered in a transaction not involving any public offering within the meaning of the Act and that the Securities have not been registered under the Act. The Purchaser understands that the Securities may not be resold, transferred, pledged or otherwise disposed of by the Purchaser absent an effective registration statement under the Act, except (i) to the Company or a Subsidiary thereof, or (ii) pursuant to an applicable exemption from the registration requirements of the Act, and, in each case, in accordance with any applicable securities laws of the applicable states, other jurisdictions of the United States and other applicable jurisdictions, and that any book-entry position or certificates representing the Securities shall contain a restrictive legend to such effect. The Purchaser understands and agrees that the Notes and the Conversion Shares will be subject to transfer restrictions under applicable securities laws and, as a result of these transfer restrictions, the Purchaser may not be able to readily offer, resell, transfer, pledge or otherwise dispose of the Notes and the Conversion Shares and may be required to bear the financial risk of an investment in the Securities for an indefinite period of time. Without limiting any other exemptions that may be available to the Purchaser, the Purchaser understands and agrees that the Notes will not be immediately eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Act until at least one year from the Closing Date. The Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Notes and the Conversion Shares. The Global Note and the Conversion Shares shall contain notations included in the form of Global Note attached as Schedule 1.2 to the extent required by Annex A to the Global Note.

4.5 Accredited Investor Status. Each Purchaser is an “accredited investor” as such term is defined in Rule 501 under the Act.

4.6 No “Bad Actor” Disqualification. Each Purchaser represents and warrants that neither (a) the Purchaser, (b) any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members nor (c) any entity that controls the Purchaser or is under the control of, or under common control with, the Purchaser, is subject to any Disqualification Event, except for Disqualification Events covered by Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Act and disclosed in writing in reasonable detail to the Company. Each Purchaser represents that the Purchaser has exercised reasonable care to determine the accuracy of the representation made by the Purchaser in this paragraph, and agrees to notify the Company if the Purchaser becomes aware of any fact that makes the representation given by the Purchaser hereunder inaccurate.

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4.7 Foreign Purchaser. Each Purchaser that is a foreign person or a US subsidiary or affiliate of a foreign parent company (a “Foreign Purchaser”) shall notify the Company of its status as a Foreign Purchaser and the aggregate number of shares of the Company’s capital stock and any security held, directly or indirectly, by the Foreign Purchaser that is convertible into shares of the Company’s capital stock.

4.8 Forward-Looking Statements. With respect to any forecasts, projections of results and other forward-looking statements and information provided to each Purchaser, each Purchaser acknowledges that such statements were prepared based upon assumptions deemed reasonable by the Company at the time of preparation. There is no assurance that such statements will prove accurate, and the Company has no obligation to update such statements.

4.9 Further Assurances. Each Purchaser agrees and covenants that at any time and from time to time it will promptly execute and deliver to the Company such further instruments and documents and take such further action as the Company may reasonably require in order to carry out the full intent and purpose of this Agreement and to comply with state or federal securities laws or other regulatory approvals.

5. Sponsor Shares and Private Placement Warrants; Representations and Warranties of the Sponsor

5.1 Sponsor Shares. Concurrent with the Note Closing, Sponsor shall transfer and deliver to the Purchasers or their designees as set forth on Schedule 1.1 prior to the Note Closing, an upfront fee of 1.25% of the aggregate principal amount of the Notes issued pursuant to this Agreement as consideration for the commitments to purchase the Notes pursuant to this Agreement, payable in the form of 37,500 shares of common stock that were issued to the Sponsor prior to the initial public offering of the Company (the “Sponsor Shares”). The Sponsor shall transfer the Sponsor Shares as provided above as a condition to the Note Closing pursuant to Section 2.5 and the securities transfer agreement in the form attached hereto as Schedule 5.1 (the “Securities Transfer Agreement”).

5.2 Private Placement Warrants. Concurrent with the Note Closing, the Sponsor shall transfer and deliver to the Purchasers or their designees as set forth on Schedule 1.1 hereto as a condition precedent to the Note Closing pursuant to Section 2.5 the number of Private Placement Warrants that is equal to 10,000 warrants for every $1,000,000 in aggregate principal amount of Notes purchased, such Private Placement Warrants being issued to the Sponsor in connection with the initial public offering of the Company; each whole Private Placement Warrant is exercisable to purchase one share of Common Stock at an exercise price of $11.50 per share of Common Stock (the “Private Placement Warrants”). The Private Placement Warrants will be transferred at the Note Closing pursuant to the Securities Transfer Agreement.

5.3 Authorization. All corporate action on the part of the Sponsor, its directors and its members necessary for the authorization, execution, delivery and performance of the Agreement and the Sponsor’s obligations pursuant to Section 5.1 and Section 5.2 above, including the transfer and delivery of the Sponsor Shares and Private Placement Warrants has been taken or will be taken prior to the transfer of such Sponsor Shares and Private Placement Warrants. This Agreement and the Securities Transfer Agreements, when executed and delivered by the Sponsor, shall constitute valid and binding obligations of the Sponsor enforceable in accordance with their respective terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws. The Sponsor Shares, when issued in compliance with the provisions of this Agreement and the Securities Transfer Agreements will be validly issued, fully paid and nonassessable and free of any liens or encumbrances and issued in compliance with all applicable federal and securities laws.

5.4 Organization, Good Standing and Qualification. The Sponsor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. The Sponsor is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Sponsor or its business.

5.5 Corporate Power. The Sponsor will have at the Note Closing all requisite corporate power to execute and deliver this Agreement and the Securities Transfer Agreements (collectively, the “Sponsor Documents”) and to carry out and perform its obligations under the terms of this Agreement and under the terms of each Securities Transfer Agreement. The Sponsor’s Board of Directors has approved the Sponsor Documents based upon a reasonable belief that this Agreement and the Securities Transfer Agreements are appropriate for the Company after reasonable inquiry concerning the Company’s financing objectives and financial situation.

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5.6 Compliance with Other Instruments. Assuming the truth and accuracy of the representations and warranties of the Purchasers set forth in Section 4 hereof, and the Company set forth in Section 3 hereof, the execution, delivery and performance by the Sponsor of the Sponsor Documents and the consummation of the transactions contemplated thereby will not violate the Sponsor’s certification of formation and limited liability company agreement, each as in effect on the Effective Date, or of any material judgment, decree, order or writ, other than such violation(s) that would not have a material adverse effect on the Sponsor. Without limiting the foregoing, the Sponsor has obtained all waivers reasonably necessary with respect to any preemptive rights, rights of first refusal or similar rights, including any notice or offering periods provided for as part of any such rights, in order for the Sponsor to consummate the transactions contemplated hereunder without any third party obtaining any rights to cause the Sponsor to offer or issue any securities of the Sponsor as a result of the consummation of the transactions contemplated hereunder.

6. Further Agreements

6.1 Trust Account Waiver. Each Purchaser hereby acknowledges that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Purchaser hereby (i) agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”), (ii) irrevocably waives any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company, and (iii) will not seek recourse against the Trust Account for any reason whatsoever; provided however, that nothing in this Section 6 shall be deemed to limit any Purchaser’s right to distributions or redemptions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of any redemptions by the Purchaser of its shares of public Common Stock of the Company acquired by any means other than pursuant to this Agreement. The Purchaser agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account as a result of, or arising out of, this Agreement, the transactions contemplated hereby or the Notes regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. Each Purchaser acknowledges and agrees that it shall not have any redemption rights with respect to the Notes pursuant to the Company’s organizational documents in connection with the Transaction or any other business combination, any subsequent liquidation of the Trust Account, the Company or otherwise, except as to be set forth in this Agreement and the Global Note attached hereto. In the event a Purchaser has any claim against the Company as a result of, or arising out of, this Agreement, the transactions contemplated hereby or the Notes, it shall pursue such claim solely against the Company and its assets outside the Trust Account and not against the Trust Account or any monies or other assets in the Trust Account.

6.2 No Short Sales. The Purchaser agrees that, from the date hereof and for the six (6) month period following the Closing Date, none of the Purchaser or any person or entity acting on behalf of the Purchaser or pursuant to any understanding with the Purchaser will engage in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or similar instrument, including without limitation equity repurchase agreements and securities lending arrangements, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale, loan, pledge or other disposition or transfer (whether by the Purchaser or any other person), in each case, solely to the extent it has the same economic effect as a “short sale” (as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act), of any economic consequences of ownership (excluding, for the avoidance of doubt, any consequences resulting solely from foreign exchange fluctuations), in whole or in part, directly or indirectly, physically or synthetically, of any shares or any securities of Company, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of securities of the Company, in cash or otherwise, or to publicly disclose the intention to undertake any of the foregoing; provided, however, that the provisions of this Section 6.2 shall not apply to long sales (including sales of securities held by the Purchaser, its controlled affiliates or any person or entity acting on behalf of the Purchaser or any of its controlled affiliates prior to the date hereof and securities purchased by the Purchaser in the

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open market after the date hereof) other than those effectuated through derivative transactions and similar instruments; and provided, further, that this Section 6.2 shall not apply to any subsequent purchaser that acquires Notes following the Closing Date.

6.3 Confidentiality. Each Purchaser agrees that such Purchaser will keep confidential and will not disclose, divulge, or use for any purpose (other than to evaluate such Purchaser’s participation in the transactions contemplated by this Agreement) any confidential information obtained from the Company in connection with this Agreement and the transactions contemplated hereby, unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 6.3 by such Purchaser), (b) is or has been independently developed or conceived by such Purchaser without use of the Company’s confidential information, or (c) is or has been made known or disclosed to such Purchaser by a third party without the Purchaser being aware of a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that a Purchaser may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals (collectively, “Representatives”) to the extent necessary to obtain their services solely in connection with such Purchaser’s investment in the Company, (ii) to any existing affiliate, partner, member, stockholder, or wholly owned subsidiary of such Purchaser in the ordinary course of business; or (iii) to the extent requested or required by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), including any regulatory filings, (iv) to any other Purchaser, (v) in connection with the exercise of any remedies hereunder or under any other Note Document or any action or proceeding relating to this Agreement or any other Note Document or the enforcement of rights hereunder or thereunder, (vi) to (A) any actual or prospective assignee of a Purchaser, assignee or successor of a Purchaser, or pledgee of or participant in any of its rights or obligations under this Agreement, or (B) any counterparty to any subordination agreement to the extent required by the provisions of such subordination agreement, and to the Representatives of the foregoing parties in clauses (A) and (B), (vii) with the prior written consent of the Company, or (vii) as may otherwise be required by applicable law; provided, that (x) to the extent allowed by applicable law, such Purchaser promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure, and (y) in the case of clauses (ii), (iv) and (vi) that such Purchaser informs such Person that such information is confidential and each such Person agrees in writing to be bound by obligations at least as restrictive as those set forth in this Section 6.3 with respect to such information.

6.4 Agent. Each Purchaser agrees that the Company may retain an agent to perform administrative functions in connection with the Notes, including but not limited to establishing a register, acting as agent for payment, conversion, redemption, offers to purchase, interfacing with the Depositary or other similar functions, by written instrument and without the prior consent of the Purchasers.

7. Registration Rights

7.1 The Company will file with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Registration Statement”) registering the resale of the number of shares of Common Stock issuable upon conversion of the aggregate principal amount of the Notes at the Conversion Price (the “Registrable Shares”) within forty-five (45) calendar days after the Closing Date, and it shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than sixty (60) days after the filing thereof (or ninety (90) days after the filing thereof if the SEC notifies the Company that it will “review” the Registration Statement). The Company shall provide a draft of the Registration Statement to the Purchaser for review at least five (5) days in advance of the filing of the Registration Statement. The Company agrees to cause such Registration Statement, or another shelf registration statement that includes the Registrable Shares, to remain effective until the date on which the Purchaser ceases to hold any Registrable Shares issued pursuant to this Purchase Agreement. Notwithstanding the foregoing, if the SEC prevents the Purchaser from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Shares by the applicable shareholders or otherwise, such Registration Statement shall register for resale such number of Registrable Shares which is equal to the maximum number of Registrable Shares as is permitted by the SEC. In such event, the number of Registrable Shares to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders. In such event, the number of Registrable Shares to be registered for each Purchaser named in the Registration Statement shall be reduced pro rata among all such Purchasers. If the SEC requests that a Purchaser be identified as a statutory underwriter in the Registration Statement, such Purchaser will have an opportunity to withdraw from the Registration Statement. The Company may amend the Registration Statement so as to convert the Registration Statement to a Registration Statement on Form S-3 at such time after Company becomes eligible to use such Form S-3. For as long

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as the Registration Statement shall remain effective pursuant to the immediately preceding sentence, and for so long as the Company remains a reporting company under the Exchange Act, the Company will use commercially reasonable efforts to file all reports, and provide all customary and reasonable cooperation, necessary to enable the undersigned to resell the Registrable Shares pursuant to the Registration Statement, qualify the Registrable Shares for listing on the applicable stock exchange on which the Company’s shares of Common Stock are then listed, and update or amend the Registration Statement as necessary to include the Registrable Shares. For purposes of clarification, any failure by the Company to file the Registration Statement by the filing deadline set forth in the Section or to have such Registration Statement effective by the effectiveness date as set forth above shall not otherwise relieve the Company of its obligations to file or effect the Registration Statement set forth in this Section 7.1.

7.2 The Purchaser acknowledges and agrees that the Company may delay the filing or suspend the use of the Registration Statement if the Company determines that in order for such registration statement not to contain a material misstatement or omission, an amendment thereto would be needed, or if such filing or use could materially affect a bona fide business or financing transaction of the Company, would require premature disclosure of information that would adversely affect the Company that would at that time not otherwise be required in a current, quarterly, or annual report under the Exchange Act or would require the inclusion of financial statements that are unavailable to the Company for reasons beyond the Company’s control (each such circumstance, a “Suspension Event”); provided, that, (I) the Company shall not so delay filing or so suspend the use of the Registration Statement for a period of more than forty five (45) total calendar days during any twelve (12) month period and (II) the Company shall use commercially reasonable efforts to make such Registration Statement available for the sale by the Purchaser of such securities as soon as practicable thereafter; provided, further that notwithstanding clause (I), (i) if the Company is unable to file the Registration Statement or have it declared effective, as applicable, prior to the date on which the Company’s financial statements for the nine months ended September 30, 2021 become stale, the Company shall be permitted to delay the filing of the Registration Statement, or any required amendment to the Registration Statement to include the audited financial statements of the Company for the year ended December 31, 2021, until the Company would be required to file its Annual Report on Form 10-K for the year ended December 31, 2021, and (ii) if the Company is required to file a post-effective amendment to the Registration Statement in order to include the audited consolidated financial statements of Leafly Holdings, Inc. for the year ended December 31, 2021 and update certain disclosures in connection therewith, the use of Registration Statement prior to the SEC’s declaration of the effectiveness of the post-effective amendment shall be suspended (together with clause (i), the “Anticipated Suspension Events”); the Purchasers agree that the occurrence of the Anticipated Suspension Events shall not count toward the forty five (45) total calendar day period set forth in clause (I) above. The Company will provide a Purchaser with written notice of the occurrence of any Suspension Event (which notice shall not contain material non-public information). If so directed by the Company, the Purchaser will destroy all copies of the prospectus covering the Registrable Shares in the Purchaser’s possession; provided, however, that this obligation to destroy all copies of the prospectus covering the Registrable Shares shall not apply (x) to the extent the Purchaser is required to retain a copy of such prospectus (A) in order to comply with applicable legal or regulatory requirements or (B) in accordance with a bona fide pre-existing document retention policy or (y) to copies stored electronically on archival servers as a result of automatic data back-up. The Company’s obligations to include the Registrable Shares issued pursuant to the Notes for resale in the Registration Statement are contingent upon the Purchaser furnishing in writing to the Company such information regarding the Purchaser, the securities of the Company held by the Purchaser and the intended method of disposition of such Registrable Shares, which shall be limited to non-underwritten public offerings, as shall be reasonably requested by the Company to effect the registration of such Registrable Shares, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling shareholder in similar situations. At its expense, the Company shall advise a Purchaser promptly: (A) of the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose; (B) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (C) subject to the provisions in this Agreement, of the occurrence of a Suspension Event or any other event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading. Notwithstanding anything to the contrary set forth herein, the Company shall not, when so advising a Purchaser of such events, provide a Purchaser with any material, nonpublic information regarding the Company other than to the extent that providing notice to a Purchaser of the occurrence of such events. At its expense, the Company shall use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any

Annex A-16

Registration Statement as soon as reasonably practicable, and upon the occurrence of any event contemplated above (other than a permitted Suspension Event), the Company shall use its commercially reasonable efforts to, as soon as reasonably practicable, prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

7.3 “Registrable Shares” shall have the meaning ascribed thereto in Section 7.1 above, provided that such shares shall cease to be Registrable Shares when: (i) a Registration Statement with respect to the sale of such shares shall have become effective under the Securities Act and such shares shall have been sold, transferred, disposed of or exchanged by the applicable Purchaser in accordance with such Registration Statement; (ii) such shares shall have ceased to be outstanding; (iii) such shares have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction; or (iv) any of such shares may be sold without volume or manner of sale limitations pursuant to Rule 144 promulgated under the Securities Act (“Rule 144”). The Purchaser agrees to disclose its, his or her ownership to the Company upon request to assist it, in making the determination with respect to Rule 144 described in clause (iv) above.

7.4 The Company shall, at its sole expense, upon appropriate notice from a Purchaser stating that Registrable Shares of such Purchaser has been sold or transferred pursuant to an effective Registration Statement, timely prepare and deliver certificates or evidence of book-entry positions representing the shares of the Registrable Shares to be delivered to a purchaser or transferee (or its nominee or custodian) pursuant to such Registration Statement, which certificates or book-entry positions shall be free of any restrictive legends and in such denominations and registered in such names as such Purchaser may request.

7.5 Each Purchaser may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Purchaser not receive notices from the Company otherwise required by this Section 7; provided, however, that such Purchaser may later revoke any such Opt-Out Notice by giving written notice to Company. Following receipt of an Opt-Out Notice from a Purchaser (unless subsequently revoked), (i) the Company shall not deliver any such notices to such Purchaser and such Purchaser shall no longer be entitled to the rights associated with any such notice and (ii) each time prior to a Purchaser’s intended use of an effective Registration Statement, such Purchaser will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of a Suspension Event was previously delivered and the related suspension period remains in effect, the Company will so notify such Purchaser, within one (1) business day of such Purchaser’s notification to the Company, by delivering to such Purchaser a copy of such previous notice of Suspension Event, and thereafter will provide such Purchaser with the related notice of the conclusion of such Suspension Event immediately upon its availability.

7.6 The Company shall indemnify, defend and hold harmless each Purchaser (if such Purchaser is named as a selling shareholder under the Registration Statement), the officers, directors and agents of each of them, and each person who controls such Purchaser (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the fullest extent permitted by applicable law, from and against any and all losses, as incurred, that arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any prospectus included in the Registration Statement or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except insofar as the loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such filing in reliance upon and in conformity with information furnished in writing to the Company by such Purchaser expressly for use therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an indemnified party and shall survive the transfer of the Registrable Shares by such Purchaser.

7.7 Each Purchaser that acquires Registrable Shares in connection with this Agreement shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, and each person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), to the fullest extent permitted by applicable law, from and against all losses, as incurred, arising out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any prospectus included in the Registration Statement, or any form of prospectus, or in any amendment or supplement thereto or in any

Annex A-17

preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading to the extent, but only to the extent, that such untrue statements or omissions are based upon information regarding such Purchaser furnished in writing to the Company by such Purchaser expressly for use therein; provided, however, that the indemnification contained in this Section 7.7 shall not apply to amounts paid in settlement of any losses if such settlement is effected without the consent of such Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). In no event shall the liability of any Purchaser be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Shares giving rise to such indemnification obligation. Each Purchaser shall notify the Company promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 7.7 of which the Purchaser is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an indemnified party and shall survive the transfer of the Registrable Shares by the Purchaser.

7.8 Any person or entity entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s or entity’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement), which settlement shall not include a statement or admission of fault and culpability on the part of such indemnified party, and which settlement shall include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

7.9 The indemnification provided for under this Section shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party and shall survive the transfer of securities.

7.10 If the indemnification provided under this Section from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations; provided, however, that the liability of a Purchaser shall be limited to the net proceeds received by such Purchaser from the sale of Registrable Shares giving rise to such indemnification obligation. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by (or not made by, in the case of an omission), or relates to information supplied by (or not supplied by, in the case of an omission), such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in this Section 7, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding.

7.11 The Company further agrees that it shall take such further action as any Purchaser may reasonably request, all to the extent required from time to time to enable such Purchaser to sell shares of Common Stock held by such Purchaser without registration under the Securities Act within the limitation of the exemptions provided by Rule 144. Upon the request of any Purchaser, the Company shall deliver to such Purchaser a written certification of a duly authorized officer as to whether it has complied with such requirements.

Annex A-18

7.12 Notwithstanding anything to the contrary in the foregoing, this Section 7 and all the Company’s obligations under Section 7 shall terminate upon the earlier of (i) the sixtieth (60th) calendar day immediately following the Maturity Date (as defined in the Global Note) and (ii) the date as of which no Registrable Securities remain outstanding, except that the obligations of the Company and the Purchaser under Sections 7.6, 7.7, 7.8, 7.9, and 7.10 shall survive the termination of this Section 7.

8. Miscellaneous

8.1 Binding Agreement. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, expressed or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement

8.2 Assignment. The Purchaser may, at any time until two (2) Business Days prior to the Note Closing, assign their rights under this Agreement to any other Person, provided that such Person shall execute any form of joinder to this Agreement as may be reasonably requested by the Company.

8.3 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of New York, in each case, located in the Borough of Manhattan in The City of New York. Each party hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereby irrevocably waives any right it may have, and agrees not to request, a jury trial for the adjudication of any dispute hereunder or in connection with or arising out of this Agreement or any transaction contemplated hereby.

8.4 Counterparts; Manner of Delivery. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

8.5 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

8.6 Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail if sent during normal business hours of the recipient, if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Company at 111 S. Jackson St., Suite 531, Seattle, WA 98104, legal@leafly.com, yoko.miyashita@leafly.com and kimberly.boler@leafly.com with a copy to Weil, Gotshal & Manges LLP, 201 Redwood Shores Parkway, Redwood Shores, California or kyle.krpata@weil.com, and to Purchaser at the address(es) set forth on the signature pages attached hereto or at such other address(es) as the Company or Purchaser may designate by ten (10) days’ advance written notice to the other parties hereto.

8.7 Modification; Waiver. Except as provided in Section 2.5(a)(iv) with respect to Schedule 1.1 hereto, no modification or waiver of any provision of this Agreement or consent to departure therefrom shall be effective unless in writing and approved by the Company and the Purchasers purchasing at least a majority of the Notes. Any provision of the Notes may be amended or waived by written consent of the Company and the majority of the then outstanding principal amount of the Notes held by Purchasers party hereto.

Annex A-19

8.8 Expense Reimbursement. The Company agrees: (a) to pay or reimburse the Purchasers for all reasonable third-party, out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Note Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all reasonable and documented attorney costs; provided that the attorney costs for the development, preparation, negotiation and execution of this Agreement and the other Note Documents shall not exceed $250,000 and (b) to pay or reimburse all reasonable and documented out-of-pocket legal fees and legal expenses reasonably incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Note Documents (including all reasonable and documented out-of-pocket legal fees and expenses incurred during any “workout” or restructuring in respect of the obligations under the Notes and during any legal proceedings, including any proceeding under bankruptcy or insolvency laws). Any amounts due under clause (a) of this Section 8.8 that are required to be paid on the Note Closing shall be invoiced at least one (1) Business Day prior to the Note Closing. All amounts otherwise due under clause (b) of this Section 8.8 shall be deemed part of the obligations hereunder when incurred and shall be payable within ten (10) Business Days after demand therefor. The agreements in this Section 8.7 shall survive the Termination Date.

8.9 Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to each Purchaser, upon any breach or default of the Company under this Agreement shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character by Purchaser of any breach or default under this Agreement, or any waiver by any Purchaser of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in writing and that all remedies, either under this Agreement, or by law or otherwise afforded to the Purchaser, shall be cumulative and not alternative.

8.10 Entire Agreement. This Agreement and the Exhibits hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other party in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein.

8.11 Exculpation among Purchasers. Each Purchaser acknowledges that the Purchaser is not relying on any person, firm or corporation, other than the Company and its officers and board members, in making its investment or decision to invest in the Company.

8.12 Broker’s Fees. Each party hereto represents and warrants that no agent, broker, investment banker, person or firm acting on behalf of or under the authority of such party hereto is or will be entitled to any broker’s or finder’s fee or any other commission directly or indirectly in connection with the transactions contemplated herein. Each party hereto further agrees to indemnify each other party for any claims, losses or expenses incurred by such other party as a result of the representation in this subsection being untrue.

8.13 Indemnification.

(a) The Company agrees to indemnify and hold harmless each Purchaser and their respective Affiliates of all such persons, directors, officers, employees, counsel, trustees, advisors, agents and attorneys-in-fact (collectively, the “Indemnitees”) from and against any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel to the Indemnitees, excluding allocated costs of internal counsel) (limited to one primary outside counsel for the Indemnitees, plus, in each case, any special or local counsel in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest where the Indemnitees affected by such conflict inform the Company of such conflict and, thereafter, retain their own counsel, of another firm of counsel for all such affected Indemnitees) or arising out of or in connection with (a) the execution or delivery of this Agreement or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplated hereby or thereby, (b) any Note or the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by the third party or by the Company or its affiliates, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee be available to the extent that such losses, claims, damages, liabilities

Annex A-20

or related expenses (w) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee (or such Indemnitee’s Related Parties), (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to be attributable to a material breach of such Indemnitee (or such Indemnitee’s Related Parties) of its obligations under this Agreement or any agreement or instrument contemplated hereby or thereby, (y) relate to disputes solely among or between holders, or (z) relate to any alleged breach of this Agreement by the holders or Purchasers, whether brought by a third party, the Company or its affiliates; provided, further, that, for the avoidance of doubt, losses, claims, liabilities or related expenses subject to indemnification or reimbursement under this Section 8.13 shall not include taxes. For the purposes of this Section 8.13, “Related Parties” shall mean, with respect to any person, such person’s affiliates and the partners, directors, officers, employees, trustees, administrators, managers, agents, advisors and subadvisors.

(b) To the fullest extent permitted by applicable law, (i) the Company shall not assert and hereby waives any claim against any Indemnitee, and (ii) no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Company on any theory of liability for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Notes or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the transactions contemplated hereby or thereby. The obligations of the Company under this Section 8.13 will survive the termination of this Agreement.

8.14 Eligibility. Each of the Company and the Purchasers agree that they each shall take all actions necessary to ensure that the Notes are eligible at DTC on the Note Closing (provided such actions shall not result in changes to the economic terms of the Notes).

8.15 Termination. This Agreement and the commitment to purchase the Notes shall terminate upon the earliest to occur of (i) the date the Company or Leafly Holdings Inc. publicly announces that it is terminating the Agreement and Plan of Merger and (ii) February 28, 2022; provided that no Notes have been issued as of such date of termination. If any Notes are issued and purchased pursuant to this Agreement, this Agreement shall terminate on the date that (i) the commitments to purchase Notes hereunder has expired or terminated and (ii) the outstanding principal amount of the Notes, plus all accrued and unpaid interest thereon, and all other amounts due and payable hereunder and under the Notes has been paid in full, in cash or Conversion Shares, as applicable.

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Annex A-21

In Witness Whereof, the parties have executed this Note Purchase Agreement as of the date first written above.

Company:
Merida Merger Corp. I
By:		/s/ Peter Lee
Name:		Peter Lee
Title:		President