Leafly Holdings, Inc. entered into letter of intent to acquire Merida Merger Corp. I (NasdaqCM:MCMJ) from Merida Holdings, LLC, Highbridge Capital Management, LLC, Linden Advisors LP, Castle Creek Arbitrage, LLC and others for approximately $440 million in a reverse merger transaction on May 16, 2021. Leafly Holdings, Inc. entered into a definitive agreement to acquire Merida Merger Corp. I (NasdaqCM:MCMJ) from Merida Holdings, LLC and others in a reverse merger transaction on August 9, 2021. Pursuant to the merger agreement, the aggregate value of the consideration to be paid to Leafly's securityholders is $385 million, as follows: (a) each share of Class 1 common stock of Leafly, each share of Class 2 common stock of Leafly and share of Class 3 common stock of Leafly (collectively, the “ Leafly Common Stock ”) will be converted into the right to receive a number of shares of common stock of Merida equal to the Exchange Ratio and (b) each share of Leafly Series A preferred stock (“ Leafly Preferred Stock ”) will be converted into the right to receive a number of shares of Merida common Stock 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 “ Exchange Ratio ” is the quotient of (i) 38.5 million shares of Merida Common Stock, divided by (ii) the adjusted fully diluted shares of Leafly common stock outstanding immediately prior to the completion of First Merger (taking into account the number of shares of Leafly common stock issuable upon the conversion of the Leafly Preferred Stock and Notes and upon exercise of outstanding stock options of Leafly (assuming for the purposes of this definition that all such company stock options are fully vested and exercised on a net exercise basis based)). Additionally the holders of Leafly Common Stock and Leafly Preferred Stock will have the right to receive a portion of up to an aggregate of 6 million shares of Merida Common Stock (“ Earnout Shares ”) as follows: (i) 3 million earnout shares upon the earlier to occur of Merida's gross revenue for the year ending December 31, 2022 equaling or exceeding $6.5 million (the “ First Revenue Triggering Event ”) and (ii) 3 million earnout shares upon the earlier to occur of Merida's gross revenue for the year ending December 31, 2023 equaling or exceeding $101 million (the “ Second Revenue Triggering Event ”). All of the shares of Merida Common Stock issuable to the Leafly shareholders (including the Earnout Shares) will be subject to transfer restrictions for a period of 180 days following completion of transactions. Transaction values the combined company at an implied, fully diluted enterprise value of approximately $385 million and equity value of approximately $532 million, subject to any redemptions by Merida stockholders.

In connection with meeting, stockholders elected to have an aggregate of 1,389,867 shares of common stock converted for an aggregate cash payment of approximately $13.9 million. Existing Leafly shareholders will roll 100% of their existing stake in Leafly and, upon closing, are expected to own approximately 72.3% of the combined company, assuming the company receives 100% of the proceeds currently held in trust. Merida's public stockholders will own 24.4% stake and sponsor will own 3.3% stake in combined company. Merida will merge into Leafly as wholly owned subsidiary with Leafly surviving post completion of the acquisition. Upon completion of the proposed transaction, Merida will adopt the Leafly name and its common stock is expected to be listed on the NASDAQ under the ticker symbol LFLY. As of August 23, 2021, Merida Merger Corp. I will voluntarily delist from the NEO Exchange, Inc. at the close of trading on or about September 1, 2021. In the event the merger agreement is terminated by Leafly, Leafly shall pay Merida a termination fee in an amount equal to $7.7 million. Each of the Persons who is an officer of the Leafly Holdings immediately before the effective time will continue in the same position as an officer of the combine company until he or she resigns or is removed from that position by the Board of Directors of the combine company. It is currently contemplated that Peter Lee will be a Director of New Leafly after the closing of the acquisition. As of January 4, 2022, Leafly Holdings announced the members of its Board of Directors to be appointed effective at the closing, the member will be: Michael Blue, Cassandra “Cassi” Chandler, Blaise Judja-Sato, Peter Lee, Yoko Miyashita and Alan Pickerill.

The transaction is subject to customary closing conditions including receipt of required approval by the stockholders of Merida and the Leafly shareholders, required regulatory approvals, applicable waiting period(s) under the HSR Act in respect of the Transactions shall have expired or been terminated, Merida Merger shall have at least $5,000,001 of net tangible assets, approval for listing on Nasdaq, the shares of Merida Merger Common Stock and Merida Merger Warrants shall have been de-listed from the NEO Exchange, the Registration Statement shall have become effective under the Securities Act, Certificate of Incorporation shall be amended and restated in the form of the Merida Merger A&R Charter and the Closing Merida Merger cash shall equal or exceed $85 million. The transaction has been unanimously approved by the Boards of Directors of both Leafly and Merida. As of October 29, 2021, stockholders of Merida Merger have approved the transaction. As of December 20, 2021, SEC has declared Merida's registration statement on Form S-4 relating to the merger, effective. The transaction is expected to close in the 4th quarter of 2021. On October 29, 2021, Merida held a special meeting of stockholders to extend the date by which Merida had to consummate a business combination from November 7, 2021 to December 31, 2021. Special meeting to be held on December 22, 2021 to extend the date by which Merida has to consummate a business combination from December 31, 2021 to February 28, 2022. As of December 22, 2021, the offer of extension was approved. The transaction is expected to generate proceeds of up to $161.5 million, subject to any redemptions by Merida stockholders. The proceeds of transaction provide Leafly with substantial capital to enhance its advertising and platform technology, expand its marketplace, and execute customer acquisition initiatives. The transaction was amended on September 8, 2021

Oppenheimer & Co. acted as exclusive financial advisor and Kyle C. Krpata, Mei Dan, Heather Emmel and James R. Griffin of Weil, Gotshal & Manges LLP acted as legal advisors to Leafly. EarlyBirdCapital, Inc. acted as financial advisor and David Alan Miller and Jeffrey M. Gallant of Graubard Miller acted as legal advisors to Merida. Craig-Hallum Capital Group LLC, JMP Securities, LLC, and The Benchmark Company, LLC acted as capital markets advisors to Merida. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Merida Merger Corp. I in the transaction. Merida Merger will pay EarlyBirdCapital a cash fee for such services upon the consummation of a Business Combination in an amount equal to 3.5% of the gross proceeds of Merida's initial public offering, or $4,550,543. Merida has hired Morrow Sodali LLC to assist in the proxy solicitation process. Merida will pay that firm a fee of $25,000 plus disbursements. Craig-Hallum Capital Group LLC acted as financial advisor and provided fairness opinion Merida. Merida paid Craig -Hallum a fee of $125,000, which was payable upon the delivery of Craig -Hallum 's opinion. Merida will pay Craig -Hallum an additional $175,000 upon the closing of Business Combination.