Exhibit 10.1


 


AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


THIS AMENDED AND RESTATED REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among (a)
Leafly Holdings, Inc., a Delaware corporation (formerly, Merida Merger Corp. I, the “Company”), (b) Merida Holdings,
LLC, a Delaware limited liability company (the “Sponsor” and together with its Permitted Transferees (as defined
herein), the “Sponsor Holders”), (c) EarlyBirdCapital, Inc. (“EarlyBirdCapital” and
together with its Permitted Transferees, the “EarlyBirdCapital Holders”), and (c) the stockholders of Leafly
Holdings, Inc., a Washington corporation, immediately prior to the Effective Time party hereto (such stockholders, and their respective
Permitted Transferees, the “Leafly Holders”). The Sponsor Holders, the EarlyBirdCapital Holders, the Leafly
Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder”
and collectively the “Holders.”


 


RECITALS


 


WHEREAS, the Company
and the Sponsor entered into that certain Securities Subscription Agreement, dated as of August 1, 2019 (the “Founder Shares
Purchase Agreement”), pursuant to which the Sponsor purchased an aggregate of 2,875,000 shares (the “Founder
Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”),
on November 4, 2019, the Sponsor received a stock dividend of 0.2 shares of Common Stock for each share of Common Stock, and on December
19, 2021, in connection with the expiration of the underwriters’ overallotment option, the Sponsor forfeited an aggregate of 199,612
shares of Common Stock, resulting in the Sponsor holding an aggregate of 3,250,388 shares of Common Stock;


 


WHEREAS, the Company
and EarlyBirdCapital entered into that certain Securities Subscription Agreement, dated as of August 1, 2019 (the “Representative
Shares Purchase Agreement”), pursuant to which the EarlyBirdCapital Holders purchased an aggregate of 100,000 shares of
Common Stock (the “Representative Shares”), and on November 4, 2019, the EarlyBirdCapital Holders received a
stock dividend of 0.2 shares of Common Stock for each share of Common Stock, resulting in the EarlyBirdCapital Holders holding an aggregate
of 120,000 shares of Common Stock;


 


WHEREAS, on November
7, 2019, the Company, the Sponsor and EarlyBirdCapital entered into certain Warrants Purchase Agreements, pursuant to which the Sponsor
purchased 3,150,000 warrants (the “Private Placement Warrants”) and EarlyBirdCapital purchased 600,000 Private
Placement Warrants, in a private placement transaction occurring simultaneously with the closing of the Company’s initial public
offering on November 7, 2019;


 


WHEREAS, on November
13, 2019, as a result of the partial exercise of the overallotment option granted to the underwriters of the Company’s initial public
offering, pursuant to the Warrants Purchase Agreements the Sponsor purchased an additional 168,262 Private Placement Warrants and EarlyBirdCapital
purchased an additional 32,049 Private Placement Warrants, in private placement transactions;


 


WHEREAS, on November
4, 2019, the Company, the Sponsor Holders and the EarlyBirdCapital Holders entered into that certain Registration Rights Agreement (the
“Existing Registration Rights Agreement”), pursuant to which the Company granted the Sponsor Holders and the
EarlyBirdCapital Holders certain registration rights with respect to certain securities of the Company;


 


WHEREAS, upon the closing
of the transactions (the “Transactions”) contemplated by that certain Agreement and Plan of Merger, dated August
[●], 2021, by and among the Company, Merida Merger Sub, Inc., a Washington corporation, Merida Merger Sub II, LLC, a Washington
limited liability company, and Leafly, LLC, a Washington limited liability company (formerly known as Leafly Holdings, Inc.), the Sponsor
shall forfeit, and the Company shall terminate and cancel [●] shares of Common Stock;


 


WHEREAS, immediately
after giving effect to the Transactions, in accordance with the Merger Agreement, the Leafly Holders shall receive shares of Common Stock
(“Merger Shares”);


 






     


     


    

 


WHEREAS, the Leafly Holders
may receive additional shares of Common Stock (the “Earn Out Shares”) pursuant to the earn out provisions of
the Merger Agreement;


 


WHEREAS, pursuant to
Section 6.7 of the Existing Registration Rights Agreement, the provisions, covenants and conditions set forth therein may be amended
or modified upon the written consent of the parties to the Existing Registration Rights Agreement; and


 


WHEREAS, the Company
and the Sponsor Holders desire to amend and restate the Existing Registration Rights Agreement pursuant to Section 6.7 thereof
in order to provide the Holders with registration rights with respect to the Registrable Securities on the terms set forth herein.


 


NOW, THEREFORE, in consideration
of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


ARTICLE
I

DEFINITIONS


 


1.1 Definitions.
The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:


 


“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive
Officer of the Company or the Board, after consultation with counsel to the Company, (a) would be required to be made in any Registration
Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any Misstatement, (b) would not
be required to be made at such time if the Registration Statement were not being filed, declared effective or used, as the case may be,
and (c) the Company has a bona fide business purpose for not making such information public.


 


“Affiliate”
means, with respect to a specified Person, each other Person that directly, or indirectly through one or more intermediaries, controls
or is controlled by, or is under common control with, the Person specified; provided, however, that no Holder shall be deemed an Affiliate
of any other Holder solely by reason of an investment in, or holding of Common Stock (or securities convertible or exchangeable for share
of Common Stock) of, the Company. As used in this definition, “control” (including with correlative meanings,
“controlled by” and “under common control with”) means possession, directly or indirectly,
of power to direct or cause the direction of management or policies (whether through ownership of voting securities or by contract or
other agreement); provided, however, that in no event shall the term “Affiliate” include any portfolio
company of any Holder or their respective Affiliates (other than the Company).


 


“Aggregate Blocking
Period” shall have the meaning given in Section 2.4.


 


“Agreement”
shall have the meaning given in the Preamble.


 


“Block Trade”
means a registered offering and/or sale of Registrable Securities with a total offering price reasonably expected to exceed $10,000,000
by any Holder on a coordinated or underwritten basis commonly known as a “block trade” (whether firm commitment
or otherwise) not involving a roadshow or other substantial marketing efforts prior to pricing, including, without limitation, a same
day trade, overnight trade or similar transaction.


 


“Board”
shall mean the Board of Directors of the Company.


 


“Claims”
shall have the meaning given in subsection 4.1.1.


 


“Closing Date”
shall mean the date of this Agreement.


 


“Commission”
shall mean the Securities and Exchange Commission.


 






    2


     


    

 


“Commission Guidance”
means (a) any publicly-available written guidance of the Commission staff, or any comments, requirements or requests of the Commission
staff and (b) the Securities Act and the rules and regulations thereunder.


 


“Common Stock”
shall have the meaning given in the Recitals hereto.


 


“Company”
shall have the meaning given in the Preamble.


 


“Company Shelf Takedown
Notice” shall have the meaning given in subsection 2.1.3.


 


“Demanding Holder”
shall mean, as applicable, (a) the applicable Holders making a written demand for the Registration of Registrable Securities pursuant
to subsection 2.2.1, collectively, or (b) the applicable Holders making a written demand for a Shelf Underwritten Offering of Registrable
Securities pursuant to subsection 2.1.3, collectively.


 


“Demand Registration”
shall have the meaning given in subsection 2.2.1.


 


“EarlyBirdCapital”
shall have the meaning given in the Preamble.


 


“EarlyBirdCapital
Holders” shall have the meaning given in the Preamble.


 


“Earn Out Shares”
shall have the meaning given in the Recitals hereto.


 


“Effectiveness Deadline”
shall have the meaning given in subsection 2.1.1.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Existing Registration
Rights Agreement” shall have the meaning given in the Recitals hereto.


 


“FINRA”
means the Financial Industry Regulatory Authority, Inc. or any successor thereto.


 


“Form S-1 Shelf”
shall have the meaning given in subsection 2.1.2.


 


“Form S-3 Shelf”
shall have the meaning given in subsection 2.1.2.


 


“Founder Shares”
shall have the meaning given in the Recitals hereto.


 


“Founder Shares
Purchase Agreement” shall have the meaning given in the Recitals hereto.


 


“Leafly Demanding
Holders” shall have the meaning given in subsection 2.1.1.


 


“Leafly Holders”
shall have the meaning given in the Preamble.


 


“Leafly, Inc.”
shall have the meaning given in the Preamble.


 


“Lock-up Period”
shall mean, with respect to the Founder Shares and Merger Shares, the period ending 180 days following the Closing Date.


 


“Maximum Number
of Securities” shall have the meaning given in subsection 2.2.4.


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated therein, or necessary
to make the statements therein (in the case of any Prospectus or any preliminary Prospectus, in the light of the circumstances under which
they were made) not misleading.


 






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“Permitted Transferees”
shall mean a person or entity to whom a Sponsor Holder, EarlyBirdCapital Holder or a Leafly Holder of Registrable Securities is permitted
to Transfer such Registrable Securities prior to the expiration of the Lock-up Period, the bylaws of the Company as in effect from time
to time or any other applicable agreement between such Sponsor Holder, EarlyBirdCapital Holder or such Leafly Holder, as applicable, and
the Company.


 


“Person”
shall mean any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint
venture, joint stock company, governmental agency or instrumentality or other entity of any kind.


 


“Piggyback Registration”
shall have the meaning given in subsection 2.3.1.


 


“Private Placement
Warrants” shall have the meaning given in the Recitals hereto.


 


“Pro Rata”
shall have the meaning given in subsection 2.2.4.


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 


“Registrable Security”
shall mean (a) any outstanding share of Common Stock and Private Placement Warrants of the Company held by a Holder (i) as of the date
of this Agreement or (ii) hereafter acquired by a Holder to the extent such shares of Common Stock or Private Placement Warrants are “restricted
securities” (as defined in Rule 144) or are otherwise held by an “affiliate” (as defined in Rule
144) of the Company; (b) any share of Common Stock issued upon the exercise of any Private Placement Warrants; (c) any share of Common
Stock issued or issuable as Earn Out Shares to the Leafly Holders including any equity security of the Company issued or issuable pursuant
to the Parent Earn Out Plan; and (d) any other equity security of the Company issued or issuable with respect to any such share of Common
Stock referred to in the foregoing clauses (a) through (d) by way of a stock dividend or stock split or in connection with a combination
of shares, recapitalization, merger, consolidation or other reorganization or otherwise; provided, however, that, as to any particular
Registrable Security, such securities shall cease to be Registrable Securities when: (i) a Registration Statement with respect to the
sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed
of or exchanged by the applicable Holder in accordance with such Registration Statement; (ii) such securities shall have been otherwise
transferred, new certificates for such securities not bearing (or book entry positions not subject to) a legend restricting further transfer
shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the
Securities Act; (iii) such securities shall have ceased to be outstanding; or (iv) such securities have been sold to, or through, a broker,
dealer or underwriter in a public distribution or other public securities transaction.


 


“Registration”
shall mean a registration, including a Shelf Takedown, effected by preparing and filing a registration statement, Prospectus or similar
document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and
such registration statement becoming effective.


 


“Registration Expenses”
shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


(a) all registration and filing
fees (including fees with respect to filings required to be made with FINRA) and any national securities exchange on which the Common
Stock is then listed;


 


(b) fees and expenses of compliance
with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue
sky qualifications of Registrable Securities);


 


(c) printing, messenger, telephone
and delivery expenses;


 






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(d) reasonable fees and disbursements
of counsel for the Company;


 


(e) reasonable fees and disbursements
of all independent registered public accountants of the Company incurred specifically in connection with such Registration; and


 


(g) reasonable fees and expenses
of one (1) legal counsel (and any local or foreign counsel) selected by (i) in the case of a Demand Registration pursuant to Section
2.2 or a Shelf Underwritten Offering pursuant to Section 2.1, a majority-in-interest of the Demanding Holders initiating a
Demand Registration or Shelf Underwritten Offering (including, without limitation, a Block Trade), as applicable, or (ii) in the case
of a Registration under Section 2.3 initiated by the Company for its own account or that of a Company stockholder other than pursuant
to rights under this Agreement, a majority-in-interest of participating Holders, in the case of (i) and (ii), not to exceed $50,000 without
the consent of the Company.


 


“Registration Statement”
shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the
Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration
statement, and all exhibits to and all material incorporated by reference in such registration statement.


 


“Removed Shares”
shall have the meaning given in Section 2.6.


 


“Representative
Shares” shall have the meaning given in the Recitals.


 


“Representative
Shares Purchase Agreement” shall have the meaning given in the Recitals.


 


“Requesting Holder”
shall have the meaning given in subsection 2.2.


 


“Securities Act”
shall mean the Securities Act of 1933, as amended from time to time.


 


“Shelf Takedown
Notice” shall have the meaning given in subsection 2.1.3.


 


“Shelf Underwritten
Offering” shall have the meaning given in subsection 2.1.3.


 


“Sponsor”
shall have the meaning given in the Preamble.


 


“Sponsor-EBC Demanding
Holders” shall have the meaning given in subsection 2.1.1.


 


“Sponsor Holders”
shall have the meaning given in the Preamble.


 


“Sponsor-Leafly
Holders” shall mean the Sponsor Holders together with the Leafly Holders.


 


“Transactions”
shall have the meaning given in the Recitals hereto.


 


“Transfer”
shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase
or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position
or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with
respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise,
or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such
dealer’s market-making activities.


 


“Underwritten Registration”
or “Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter
in a firm commitment underwriting for distribution to the public.


 






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ARTICLE
II

REGISTRATIONS


 


2.1 Shelf
Registration.


 


2.1.1 The
Company shall, as soon as reasonably practicable, but in any event within thirty (30) days after the Closing Date (the “Filing
Deadline”), file a Registration Statement under the Securities Act to permit the public resale of all the Registrable Securities
held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted
by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially
reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but
in no event later than sixty (60) days following the Filing Deadline (the “Effectiveness Deadline”); provided,
that the Effectiveness Deadline shall be extended to ninety (90) days after the Filing Deadline if the Registration Statement is reviewed
by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1
shall be on Form S-3 or, if Form S-3 is not then available to the Company, on Form S-1 or such other form of registration statement as
is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall
contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities
Act (or any successor or similar provision adopted by the Commission then in effect) beginning on the effective date for such Registration
Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method
or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts
to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended
to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement
is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to
be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection
2.1.1, but in any event within three (3) business days of such date, the Company shall notify the Holders of the effectiveness of
such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents
incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities
Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statement,
in the light of the circumstances under which such statement is made).


 


2.1.2 If
the Company files a shelf registration statement on Form S-3 (a “Form S-3 Shelf”) and thereafter the Company
becomes ineligible to use Form S-3 for secondary sales, the Company shall use its commercially reasonable efforts to file a shelf registration
on Form S-1 (a “Form S-1 Shelf”) as promptly as practicable to replace the Form S-3 Shelf and to have the Form
S-1 Shelf declared effective as promptly as practicable and to cause such Form S-1 Shelf to remain effective, and to be supplemented and
amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration
Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have
ceased to be Registrable Securities. Upon such date as the Company becomes eligible to use Form S-3 for secondary sales or, in the case
of a Form S-1 Shelf filed to register the resale of Removed Shares pursuant to Section 2.6 hereof, upon such date as the Company
becomes eligible to register all of the Removed Shares for resale on a Form S-3 Shelf pursuant to the Commission Guidance and, if applicable,
without a requirement that any of the Sponsor-Leafly Holders be named as an “underwriter” therein, the Company
shall use its commercially reasonable efforts to file a Form S-3 Shelf as promptly as practicable to replace the applicable Form S-1 Shelf
and to have the Form S-3 Shelf declared effective as promptly as practicable and to cause such Form S-3 Shelf to remain effective, and
to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that
another Registration Statement is available, for the resale of all the Registrable Securities thereunder held by the applicable Holders
until all such Registrable Securities have ceased to be Registrable Securities.


 






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2.1.3 At
any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1, any
Holder may request to sell all or a portion of their Registrable Securities in an underwritten offering that is registered pursuant to
such shelf registration statement, including a Block Trade (a “Shelf Underwritten Offering”), provided that
such Holder(s) reasonably expects to sell Registrable Securities yielding aggregate gross proceeds in excess of $10,000,000 from such
Shelf Underwritten Offering (the “Minimum Amount”). All requests for a Shelf Underwritten Offering shall be
made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall
specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price
range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Promptly after receipt of any Shelf Takedown
Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities
(the “Company Shelf Takedown Notice”) and, subject to the provisions of subsection 2.2.4, shall include
in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion
therein, within five (5) business days after sending the Company Shelf Takedown Notice, or, in the case of a Block Trade, as provided
in Section 2.5. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities
by the Company with the managing Underwriter or Underwriters selected by the Holders requesting such Shelf Underwritten Offering (which
managing Underwriter or Underwriters shall be subject to approval of the Company, which approval shall not be unreasonably withheld) and
shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate
the disposition of such Registrable Securities in accordance with the terms of this Agreement. In connection with any Shelf Underwritten
Offering contemplated by this subsection 2.1.3, subject to Section 3.3 and Article IV, the underwriting agreement into which
each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations as
are customary in underwritten offerings of securities by the Company. Notwithstanding any other provision of this Agreement to the contrary,
the Sponsor Holders and EarlyBirdCapital Holders, together, on the one hand, and the Leafly Holders, on the other hand, may each demand
not more than two (2) Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Shelf
Underwritten Offerings, pursuant to this Section 2.1.3 in any twelve (12)-month period.


 


2.2 Demand
Registration.


 


2.2.1 Request
for Registration. Subject to the provisions of subsection 2.2.5 and Sections 2.4 and 3.4 hereof, at any time and from
time to time after the date the Closing Date, each of (a) the Sponsor Holders and EarlyBirdCapital Holders of at least a majority in interest
of the then-outstanding number of Registrable Securities held by the Sponsor Holders and EarlyBirdCapital Holders (the “Sponsor-EBC
Demanding Holders”) and (b) the Leafly Holders of at least a majority in interest of the then-outstanding number of Registrable
Securities held by the Leafly Holders (the “Leafly Demanding Holders”), may make a written demand for Registration
of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i)
or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe
the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written
demand a “Demand Registration”). The Company shall, promptly following the Company’s receipt of a Demand
Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities
who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand
Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting
Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from
the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant
to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder
of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon
receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4
below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand
Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as
applicable, as soon thereafter as practicable, but not more than forty-five (45) days following the Company’s receipt of the Demand
Registration, for Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such
Demand Registration. The Company shall not be obligated to effect more than (A) an aggregate of three (3) Registrations pursuant to a
Demand Registration initiated by the Sponsor Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant
to a Demand Registration initiated by the Leafly Holders, in each case under this subsection 2.2 with respect to any or all Registrable
Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement
that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders to be
registered on behalf of the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with Section
3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Sponsor
Holders and EarlyBirdCapital Holders, on the one hand, and the Leafly Holders, on the other hand, may each demand not more than two (2)
Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand
Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.


 






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2.2.2 Effective
Registration. Notwithstanding the provisions of subsection 2.2 above or any other part of this Agreement, a Registration pursuant
to a Demand Registration shall not count as a Registration unless and until (a) the Registration Statement filed with the Commission with
respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (b) the Company has complied
with all of its obligations under this Agreement with respect thereto; provided further, that if, after such Registration Statement has
been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered
with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement
with respect to such Registration shall be deemed not to have been declared effective unless and until (i) such stop order or injunction
is removed, rescinded or otherwise terminated and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration
thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later
than five (5) days after the removal, rescission or other termination of such stop order or injunction, of such election; provided further,
that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been
previously filed with respect to a Registration pursuant to a Demand Registration by the same Demanding Holder becomes effective or is
subsequently terminated.


 


2.2.3 Underwritten
Offering. Subject to the provisions of subsection 2.2.4 and Sections 2.4 and 3.4 hereof, if a majority-in-interest of
the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant
to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder
(if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such
Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided
herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection
2.2.3, subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Company
and the Underwriter(s) selected for such Underwritten Offering by a majority-in-interest of the Demanding Holders initiating the Demand
Registration, which managing Underwriter or Underwriters shall be subject to approval of the Company, which approval shall not be unreasonably
withheld.


 


2.2.4 Reduction
of Underwritten Offering. If a Demand Registration is to be an Underwritten Offering and the managing Underwriter or Underwriters,
in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing, in its or their opinion, that
the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken
together with all other Common Stock or other equity securities that the Company desires to sell for its own account and the shares of
Common Stock, if any, that have been requested to be sold in such Demand Registration pursuant to separate written contractual piggy-back
registration rights held by any other stockholders of the Company, exceeds the maximum dollar amount or maximum number of equity securities
that can be sold in such Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method,
or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum
Number of Securities”), then the Company shall include in such Underwritten Offering: (a) first, the Registrable Securities
of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the total amount of Registrable Securities held by each
such Demanding Holder and Requesting Holder (if any) (such proportion is referred to herein as “Pro Rata”))
that can be sold without exceeding the Maximum Number of Securities; (b) second, to the extent that the Maximum Number of Securities has
not been reached under the foregoing clause (a), the shares of Common Stock or other equity securities that the Company desires to sell
for its own account, which can be sold without exceeding the Maximum Number of Securities; and (c) third, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clauses (a) and (b), the shares of Common Stock or other equity securities
of other Persons that the Company is obligated to include in such Demand Registration pursuant to separate written contractual arrangements
with such Persons and that can be sold without exceeding the Maximum Number of Securities.


 






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2.2.5 Demand
Registration Withdrawal. A Demanding Holder or a Requesting Holder shall have the right to withdraw all or a portion of its Registrable
Securities included in a Demand Registration pursuant to subsection 2.2.1 or a Shelf Underwritten Offering pursuant to subsection
2.1.3 for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of its
intention to so withdraw at any time prior to (a) in the case of a Demand Registration not involving an Underwritten Offering, the effectiveness
of the applicable Registration Statement, or (b) in the case of any Demand Registration involving an Underwritten Offering or any Shelf
Underwritten Offering, prior to the filing of the applicable “red herring” prospectus or prospectus supplement
used for marketing such Underwritten Offering or Shelf Underwritten Offering; provided, however, that upon withdrawal by a majority-in-interest
of the Demanding Holders initiating a Demand Registration (or in the case of a Shelf Underwritten Offering, withdrawal of an amount of
Registrable Securities included by the Holders in such Shelf Underwritten Offering, in their capacity as Demanding Holders, being less
than the Minimum Amount), the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement or complete
the Underwritten Offering, as applicable. If withdrawn, such requested Demand Registration or Shelf Underwritten Offering shall constitute
a demand for a Demand Registration or Shelf Underwritten Offering for purposes of Section 2.2.1 unless either (i) the Demanding
Holders have not previously withdrawn any Demand Registration or (ii) the Demanding Holders reimburse the Company for all Registration
Expenses with respect to such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall
be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration or a Shelf Underwritten
Offering prior to and including its withdrawal under this subsection 2.2.5 unless the Demanding Holders elect to pay such Registration
Expenses pursuant to clause (ii) of this subsection 2.2.5.


 


2.3 Piggyback
Registration.


 


2.3.1 Piggyback
Rights. If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities,
or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for
the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant
to Article II hereof), other than a Registration Statement (or any registered offering with respect thereto) (a) filed in connection with
any employee stock option or other benefit, (b) for an exchange offer or offering of securities solely to the Company’s existing
stockholders or pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under
the Securities Act or any successor rule thereto), (c) for an offering of debt that is convertible into equity securities of the Company,
(d) filed in connection with an “at-the-market” offering or (e) for a dividend reinvestment plan or a rights
offering, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as
practicable but not less than ten (10) days (or, in the case of a Block Trade, three (3) business days) before the anticipated filing
date of such Registration Statement, which notice shall (i) describe the amount and type of securities to be included in such offering,
the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement), and the
proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (iii) offer to all of the
Holders of Registrable Securities (provided that, with respect to the Sponsor Holders and the EarlyBirdCapital Holders, no such notice
shall be required to the extent the Registrable Securities of such Holders are included in an effective shelf registration statement in
accordance with Section 2.1, if the date the notice is sent to Holders of Registrable Securities is more than three (3) months
prior to the expiration of the Lock-Up Period, then the notice is not required to be sent to the Holders of Founder Shares and Merger
Shares) the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five
(5) days after receipt of such written notice (or in the case of a Block Trade, within one (1) business day) (such Registration a “Piggyback
Registration”). The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response
notice described in the foregoing sentence to be included in such Piggyback Registration and shall use its commercially reasonable efforts
to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, to permit the Registrable Securities requested
by the Holders pursuant to this subsection 2.3.1 to be included in a Piggyback Registration on the same terms and conditions as
any similar securities of the Company or Company stockholder(s) for whose account such Registration Statement is to be filed included
in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s)
of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under
this subsection 2.3.1, subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form
with the Underwriter(s) selected for such Underwritten Offering by the Company or the Holders as provided in subsection 2.1.3 or
subsection 2.2.3, as applicable. For purposes of this Section 2.3, the filing by the Company of an automatic shelf registration
statement for offerings pursuant to Rule 415(a) that omits information with respect to any specific offering pursuant to Rule 430B shall
not trigger any notification or participation rights hereunder until such time as the Company amends or supplements such Registration
Statement to include information with respect to a specific offering of Securities (and such amendment or supplement shall trigger the
notice and participation rights provided for in this Section 2.3).


 






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2.3.2 Reduction
of Piggyback Registration. If a Piggyback Registration is to be an Underwritten Offering and the managing Underwriter or Underwriters,
in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing, in
its or their opinion, that the dollar amount or number of shares of Common Stock that the Company desires to sell, taken together with
(a) the shares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements
with Persons other than the Holders of Registrable Securities hereunder (b) the Registrable Securities as to which registration has been
requested pursuant Section 2.3.3 hereof, and (c) the shares of Common Stock, if any, as to which Registration has been requested
pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number
of Securities, then:


 


2.3.2.1 if
the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (a) first, the Common
Stock or other equity securities that the Company desires to sell for its own account, which can be sold without exceeding the Maximum
Number of Securities; (b) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause
(a), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection
2.3.1 hereof, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (c) third, to the extent that the
Maximum Number of Securities has not been reached under the foregoing clauses (a) and (b), the Common Stock, if any, as to which Registration
has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold
without exceeding the Maximum Number of Securities; and


 


2.3.2.2 if
the Registration is pursuant to a request by Persons other than the Holders of Registrable Securities, then the Company shall include
in any such Registration (a) first, the shares of Common Stock or other equity securities, if any, of such requesting Persons, other than
the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (b) second, to the extent
that the Maximum Number of Securities has not been reached under the foregoing clause (a), the Registrable Securities of Holders exercising
their rights to register their Registrable Securities pursuant to subsection 2.3.1 hereof, Pro Rata, which can be sold without
exceeding the Maximum Number of Securities; (c) third, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clauses (a) and (b), the Common Stock or other equity securities that the Company desires to sell for its own account, which
can be sold without exceeding the Maximum Number of Securities; and (d) fourth, to the extent that the Maximum Number of Securities has
not been reached under the foregoing clauses (a), (b) and (c), the Common Stock or other equity securities for the account of other Persons
that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can
be sold without exceeding the Maximum Number of Securities.


 


2.3.3 Piggyback
Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdraw from an Underwritten
Shelf Takedown, and related obligations, shall be governed by subsection 2.2.5) shall have the right to withdraw all or any portion
of its Registrable Securities in a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and
the Underwriter or Underwriters (if any) of his, her or its intention to withdraw such Registrable Securities from such Piggyback Registration
prior to (a) in the case of a Piggyback Registration not involving an Underwritten Offering or Shelf Underwritten Offering, the effectiveness
of the applicable Registration Statement, or (b), in the case of any Piggyback Registration involving an Underwritten Offering or any
Shelf Underwritten Offering, prior to the filing of the applicable “red herring” prospectus or prospectus supplement
used to market such Underwritten Offering or Shelf Underwritten Offering. The Company (whether on its own good faith determination or
as the result of a request for withdrawal by Persons pursuant to separate written contractual obligations) may withdraw a Registration
Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration
Statement. Notwithstanding anything to the contrary in this Agreement (other than subsection 2.2.5), the Company shall be responsible
for the Registration Expenses incurred in connection with the Piggyback Registration prior to and including its withdrawal under this
subsection 2.3.3.


 






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2.3.4 Unlimited
Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.33 hereof shall not
be counted as a Registration pursuant to a Demand Registration effected under Section 2.12 hereof or a Shelf Underwritten Offering
effected under subsection 2.1.3.


 


2.4 Restrictions
on Registration Rights. If (a) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate
of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company-initiated
Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant
to subsection 2.2 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration
Statement to become effective; (b) the Holders have requested an Underwritten Registration and the Company and the Holders are unable
to obtain the commitment of underwriters to firmly underwrite such offering; or (c) in the good faith judgment of the Board such Registration
would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration
Statement at such time, then in each case the Company shall have the right to defer such filing for a period of not more than sixty (60)
consecutive days; provided, however, that the Company shall not defer its obligation in this manner more than one hundred twenty (120)
total calendar days in any twelve (12)-month period (the “Aggregate Blocking Period”).


 


2.5 Block
Trades. Notwithstanding any other provision of this Article II, but subject to Sections 2.4 and 3.4, if the Holders
desire to effect a Block Trade, then notwithstanding any other time periods in this Article II, the Holders shall provide written notice
to the Company at least five (5) business days prior to the date such Block Trade will commence. As expeditiously as possible, the Company
shall use its commercially reasonable efforts to facilitate such Block Trade, provided that the Holders engaging in such Block Trade use
their reasonable best efforts to work with the Company and the Underwriters (including by disclosing the maximum number of Registrable
Securities proposed to be the subject of such Block Trade) in order to facilitate preparation of the Registration Statement, Prospectus
and other offering documentation related to the Block Trade and any related due diligence and comfort procedures. In the event of a Block
Trade, and after consultation with the Company, the Demanding Holders and the Requesting Holders (if any) shall determine the Maximum
Number of Securities, the underwriter or underwriters (which shall consist of one or more reputable nationally recognized investment banks)
and share price of such offering.


 


2.6 Rule
415; Removal. If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a
Registration Statement on Form S-3 filed pursuant to this Article II is not eligible to be made on a delayed or continuous basis under
the provisions of Rule 415 under the Securities Act (provided, however, that the Company shall be obligated to use diligent efforts to
advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission Guidance, including
without limitation, Compliance and Disclosure Interpretation 612.09) or requires a Sponsor-Leafly Holder to be named as an “underwriter,”
the Company shall promptly notify each holder of Registrable Securities thereof (or in the case of the Commission requiring a Sponsor-Leafly
Holder to be named as an “underwriter,” the Sponsor-Leafly Holders) and the Company will use commercially reasonable efforts
to persuade the Commission that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering
“by or on behalf of the issuer” as defined in Rule 415. In the event that the Commission refuses to alter its
position, the Company shall (a) remove from such Registration Statement such portion of the Registrable Securities (the “Removed
Shares”) and/or (b) agree to such restrictions and limitations on the registration and resale of the Registrable Securities
as the Commission may require to assure the Company’s compliance with the requirements of Rule 415; provided, however, that the
Company shall not agree to name any Sponsor-Leafly Holder as an “underwriter” in such Registration Statement
without the prior written consent of such Sponsor-Leafly Holder and, if the Commission requires such Sponsor-Leafly Holder to be named
as an “underwriter” in such Registration Statement, notwithstanding any provision in this Agreement to the contrary,
the Company shall not be under any obligation to include any Registrable Securities of such Sponsor-Leafly Holder in such Registration
Statement. In the event of a share removal pursuant to this Section 2.6, the Company shall give the applicable Holders at least
five (5) days prior written notice along with the calculations as to such Holder’s allotment. Any removal of shares of the Holders
pursuant to this Section 2.6 shall first be applied to Holders other than the Sponsor-Leafly Holders with securities registered
for resale under the applicable Registration Statement and thereafter allocated between the Sponsor-Leafly Holders on a pro rata basis
based on the aggregate amount of Registrable Securities held by the Sponsor-Leafly Holders. In the event of a share removal of the Holders
pursuant to this Section 2.6, the Company shall promptly register the resale of any Removed Shares pursuant to subsection 2.1.2
hereof and in no event shall the filing of such Registration Statement on Form S-1 or subsequent Registration Statement on Form S-3 filed
pursuant to the terms of subsection 2.1.2 be counted as a Demand Registration hereunder. Until such time as the Company has registered
all of the Removed Shares for resale pursuant to Rule 415 on an effective Registration Statement, the Company shall not be able to defer
the filing of a Registration Statement pursuant to Section 2.4 hereof.


 






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ARTICLE
III

COMPANY PROCEDURES


 


3.1 General
Procedures. If the Company is required to effect the Registration of Registrable Securities, the Company shall use its commercially
reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan
of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:


 


3.1.1 prepare
and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its commercially
reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered
by such Registration Statement have been sold;


 


3.1.2 prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the
Prospectus, as may be reasonably requested by the Holders of at least five percent (5%) of the Registrable Securities registered on such
Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable
to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement
effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution
set forth in such Registration Statement or supplement to the Prospectus;


 


3.1.3 prior
to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such
Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all
exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each
preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration
or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such
Holders;


 


3.1.4 prior
to any public offering of Registrable Securities, but in any case no later than the effective date of the applicable Registration Statement,
use its commercially reasonable efforts to (a) register or qualify the Registrable Securities covered by the Registration Statement under
such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable
Securities included in such Registration Statement (in light of their intended plan of distribution) may request to keep such registration
or qualification in effect for so long as such Registration Statement remains in effect and (b) take such action necessary to cause such
Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities
as may be necessary by virtue of the business and operations of the Company or otherwise and do any and all other acts and things that
may be necessary or advisable, in each case, to enable the Holders of Registrable Securities included in such Registration Statement to
consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required
to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which
it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;


 


3.1.5 cause
all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued
by the Company are then listed;


 


3.1.6 provide
a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of
such Registration Statement;


 






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3.1.7 promptly
furnish to each seller of Registrable Securities covered by such Registration Statement such number of conformed copies of such Registration
Statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the Prospectus
contained in such Registration Statement (including each preliminary Prospectus and any summary Prospectus) and any other Prospectus filed
under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents as such seller
may reasonably request;


 


3.1.8 notify
each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of any request by the
Commission that the Company amend or supplement such Registration Statement or Prospectus or of the issuance of any stop order by the
Commission suspending the effectiveness of such Registration Statement or Prospectus or the initiation or threatening of any proceeding
for such purpose and promptly use its reasonable best efforts to amend or supplement such Registration Statement or Prospectus or prevent
the issuance of any stop order or to obtain its withdrawal if such stop order should be issued, as applicable;


 


3.1.9 notify
each Holder of Registrable Securities covered by such Registration Statement, promptly after the Company receives notice thereof, of the
time when such Registration Statement has been declared effective or a supplement to any Prospectus forming a part of such Registration
Statement has been filed;


 


3.1.10 at
least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus furnish a copy thereof to each seller of such Registrable Securities or its counsel;


 


3.1.11 notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act,
of the happening of any event or the existence of any condition as a result of which the Prospectus included in such Registration Statement,
as then in effect, includes a Misstatement, or in the opinion of counsel for the Company it is necessary to supplement or amend such Prospectus
to comply with law, and then to correct such Misstatement or include such information as is necessary to comply with law, in each case
as set forth in Section 3.4 hereof;


 


3.1.12 permit
a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter, at
each such Person’s own expense, to participate in the preparation of any Registration Statement, and cause the Company’s officers,
directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant
in connection with such Registration Statement; provided, however, that if requested by the Company, such representatives
or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release
or disclosure of any such information;


 


3.1.13 obtain
a “cold comfort” letter (including a bring-down letter dated as of the date the Registrable Securities are delivered
for sale pursuant to such Registration) from the Company’s independent registered public accountants in the event of an Underwritten
Offering, in customary form and covering such matters of the type customarily covered by “cold comfort” letters
as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders
and the managing Underwriter;


 


3.1.14 on
the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion and negative assurance letter,
dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent
or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which
such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily
included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders
and the managing Underwriter;


 


3.1.15 in
the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary
form, with the managing Underwriter of such offering;


 






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3.1.16 otherwise
use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and to make available to
its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning
with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies
the provisions of Section 11(a) of the Securities Act and the rules and regulations thereunder, including Rule 158 thereunder (or any
successor rule promulgated thereafter by the Commission);


 


3.1.17 use
its reasonable efforts to make available senior executives of the Company to participate in customary “road show”
presentations that may be reasonably requested by the Underwriter in any Underwritten Offering; and


 


3.1.18 otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders in connection
with such Registration.


 


3.2 Registration
Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the
Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions
and discounts, brokerage fees, and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees
and expenses of any legal counsel representing the Holders.


 


3.3 Participation
in Underwritten Offerings.


 


3.3.1 No
Person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company
hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements
approved by the Company and (b) completes and executes all customary questionnaires, indemnities, lock-up agreements, underwriting agreements
and other customary documents as may be reasonably required under the terms of such underwriting arrangements.


 


3.3.2 Holders
participating in an Underwritten Offering may, at their option, require that any or all of the representations and warranties by, and
the other agreements on the part of, the Company to and for the benefit of the Underwriters shall also be made to and for the benefit
of such Holders and that any or all of the conditions precedent to the obligations of such Underwriters shall also be made to and for
the benefit of such Holders; provided, however, that the Company shall not be required to make any representations or warranties with
respect to written information specifically provided by a Holder in writing for inclusion in the Registration Statement.


 


3.4 Suspension
of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains
a Misstatement, or in the opinion of counsel for the Company it is necessary to supplement or amend such Prospectus to comply with law,
each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or
amended Prospectus correcting the Misstatement or including the information counsel for the Company believes to be necessary to comply
with law (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable
after the time of such notice such that the Registration Statement or Prospectus, as so amended or supplemented, as applicable, will not
include a Misstatement and complies with applicable law), or until it is advised in writing by the Company that the use of the Prospectus
may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any
time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial
statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written
notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for
the shortest period of time, but in no event more than forty-five (45) days, determined in good faith by the Chief Executive Officer of
the Company or the Board to be necessary for such purpose; provided, that each day of any such suspension pursuant to this Section
3.4 shall correspondingly decrease the Aggregate Blocking Period available to the Company during any twelve (12)-month period pursuant
to Section 2.4 hereof. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend,
immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection
with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period
during which it exercised its rights under this Section 3.4.


 






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3.5 Market
Stand-off. In connection with any Underwritten Offering or Shelf Underwritten Offering of equity securities of the Company (other
than a Block Trade), if requested by the managing Underwriter(s), each participating Holder will agree that it shall not Transfer any
shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement),
without the prior written consent of the managing Underwriter(s), during a period the ninety (90)-day period beginning on the date of
pricing of such offering or such shorter period during which the Company agrees not to conduct an underwritten primary offering of Common
Stock, except in the event the Underwriters managing the offering otherwise agree by written consent. Each Holder agrees to execute a
customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as
all such participating Holders).


 


3.6Covenants of the
Company. As long as any Holder shall own Registrable Securities, the Company hereby covenants and agrees:


 


3.6.1 the
Company will not file any Registration Statement or Prospectus included therein or any other filing or document (other than this Agreement)
with the Commission which refers to any Holder of Registrable Securities by name without the prior written approval of such Holder, which
may not be unreasonably withheld, unless required by applicable law or the Commission Guidance;


 


3.6.2 at
all times while it shall be a reporting company under the Exchange Act, to file timely (or obtain extensions in respect thereof and file
within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or
15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings, provided that any documents
publicly filed or furnished with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System (or any successor
thereto) shall be deemed to have been furnished to the Holders pursuant to this subsection 3.5.2. The Company further covenants
that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such
Holder to sell shares of Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission). Upon the request
of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied
with such requirements; and


 


3.6.3 upon
request of a Holder, the Company shall (i) authorize the Company’s transfer agent to remove any legend on share certificates of
such Holder’s Common Stock or Private Placement Warrants restricting further transfer (or any similar restriction in book entry
positions of such Holder) if such restrictions are no longer required by the Securities Act or any applicable state securities laws or
any agreement with the Company to which such Holder is a party, including if such shares subject to such a restriction have been sold
pursuant to a Registration Statement, (ii) request the Company’s transfer agent to issue in lieu thereof shares of Common Stock
or Private Placement Warrants without such restrictions to the Holder upon, as applicable, surrender of any stock certificates evidencing
such shares of Common Stock, or warrant certificates evidencing such Private Placement Warrants or to update the applicable book entry
position of such Holder so that it no longer is subject to such a restriction, and (iii) use commercially reasonable efforts to cooperate
with such Holder to have such Holder’s shares of Common Stock or Private Placement Warrants, as the case may be, transferred into
a book-entry position at The Depository Trust Company, in each case, subject to delivery of customary documentation, including any documentation
required by such restrictive legend or book-entry notation.


 


ARTICLE
IV

INDEMNIFICATION AND CONTRIBUTION


 


4.1 Indemnification.


 


4.1.1 The
Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors and agents
and each Person who controls such Holder (within the meaning of the Securities Act) from and against all losses, claims, damages, liabilities
and out-of-pocket expenses (including reasonable attorneys’ fees) (or actions or proceedings, whether commenced or threatened, in
respect thereof) (collectively, “Claims”), resulting from any untrue or alleged untrue statement of any material
fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any
omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading;
except insofar as the Claim 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 Holder expressly for
use therein.


 






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4.1.2 In
connection with any Registration Statement in which a Holder of Registrable Securities is participating, the Company may require that,
as a condition to including any Registrable Securities in any Registration Statement the Company shall have received an undertaking reasonably
satisfactory to it from such Holder, to indemnify the Company, its directors and officers and agents and each Person who controls the
Company (within the meaning of the Securities Act) from and against Claims resulting from any untrue statement of any material fact contained
in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of
a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that
such untrue statement or omission is contained in any information so furnished in writing by such Holder expressly for use therein; provided,
however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the
liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder
from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify
the Underwriters, their officers, directors and each Person who controls such Underwriters (within the meaning of the Securities Act)
to the same extent as provided in the foregoing with respect to indemnification of the Company. If any Underwriter shall require any Holder
of Registrable Securities to provide any indemnification other than that provided hereinabove in this subsection 4.1.2, such Holder
may elect not to participate in such Underwritten Offering (but shall not have any claim against the Company as a result of such election).


 


4.1.3 Any
Person entitled to indemnification herein shall (a) 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 right to indemnification
hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (b) 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. 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) and which settlement includes a statement or admission of fault or culpability on the
part of such indemnified party or does not 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.


 


4.1.4 The
indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director, partners, stockholders or members, employees, agents, investment advisors or
controlling person of such indemnified party and shall survive the Transfer of Registrable Securities. The Company and each Holder of
Registrable Securities participating in a Registration also agrees to make such provisions as are reasonably requested by any indemnified
party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.


 






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4.1.5 If
the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless
an indemnified party in respect of any Claims, 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 Claims (a) in such proportion as is appropriate to reflect
the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party or parties on the other
hand from the offering of the Registrable Securities or (b) if the allocation provided by clause (a) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (a) above but also to reflect
the relative fault of the indemnifying party or parties on the other hand in connection with the statements or omissions that resulted
in such Claims, as well as any other relevant equitable considerations. 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 related to information supplied by, 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; provided, however, that the liability of any Holder or any director,
officer, agent or controlling Person thereof under this subsection 4.1.5 shall be limited to the amount of the net proceeds received
by such Holder in such offering giving rise to such liability. 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 subsections 4.1.1, 4.1.2 and
4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding.
The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined
by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in
this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent
misrepresentation.


 


ARTICLE
V

MISCELLANEOUS


 


5.1 Notices.
Any notice or communication under this Agreement must be in writing and given by (a) deposit in the United States mail, addressed to the
party to be notified, postage prepaid and registered or certified with return receipt requested, (b) delivery in person or by courier
service providing evidence of delivery, or (c) transmission by hand delivery, electronic mail, telecopy, telegram or facsimile. Each notice
or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent,
and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices
delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it is delivered to the
addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation.
Any notice or communication under this Agreement must be addressed, if to the Company, to: Leafly Holdings, Inc., 333 Elliott Avenue West
Suite 200 Seattle, WA 98119 Attn: Yoko Miyashita, and, if to any Holder, at such Holder’s address, e-mail address or facsimile number
as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by
written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such
notice as provided in this Section 5.1.


 


5.2 Assignment;
No Third Party Beneficiaries.


 


5.2.1 This
Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or
in part.


 


5.2.2 Prior
to the expiration of the Lock-up Period, no Holder may assign or delegate such Holder’s rights, duties or obligations under this
Agreement, in whole or in part, except in connection with a Transfer of Registrable Securities by such Holder to a Permitted Transferee.


 


5.2.3 Subject
to subsection 5.2.2, a Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in
whole or in part, to any Person to whom it Transfers Registrable Securities, provided that such Registrable Securities remain Registrable
Securities following such Transfer and such Person agreed to become bound by the terms and provisions of this Agreement in accordance
with subsection 5.2.6.


 


5.2.4 This
Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and their respective successors
and the permitted assigns of the applicable Holders, which shall include Permitted Transferees.


 


5.2.5 This
Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this
Agreement and Section 5.2 hereof.


 






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5.2.6 No
assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company
unless and until the Company shall have received (a) written notice of such assignment as provided in Section 5.1 hereof and (b)
the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this
Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any Transfer or assignment made other
than as provided in this Section 5.2 shall be null and void.


 


5.3 Counterparts.
This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original,
and all of which together shall constitute the same instrument, but only one of which need be produced.


 


5.4 Governing
Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE
THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO PRINCIPLES OR
RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.


 


5.5 Jurisdiction;
Waiver of Jury Trial. Any action based upon, arising out of or related to this Agreement, or the transactions contemplated hereby,
shall be brought in the Court of Chancery of the State of Delaware or, if such court declines to exercise jurisdiction, any federal or
state court located in New York County, New York, and each of the parties irrevocably submits to the exclusive jurisdiction of each such
court in any such action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum,
agrees that all claims in respect of the action shall be heard and determined only in any such court, and agrees not to bring any action
arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall
be deemed to affect the right of any party to serve process in any manner permitted by law, or to commence legal proceedings or otherwise
proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action brought pursuant
to this Section 5.5.


 


5.6 Amendments
and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities
at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or
any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the
foregoing, (a) any amendment hereto or waiver hereof that would materially and adversely affect a Holder of at least one percent (1%)
of the Registrable Securities, solely in its capacity as a holder of the shares of capital stock of the Company, in a manner that is adverse
and different from the other Holders (solely in their capacities as holders of the shares of capital stock of the Company) shall require
the consent of the Holder so affected, (b) any amendment hereto or waiver hereof that adversely affects any of the material rights of
the Sponsor Holders, EarlyBirdCapital Holders, or Leafly Holders, as applicable, solely in their respective capacities as Sponsor Holders,
EarlyBirdCapital Holders, or Leafly Holders, as applicable, in a manner that is adverse and different from the other Holders, shall require
the consent of the Sponsor Holders, EarlyBirdCapital Holders, or Leafly Holders, as applicable, representing a majority-in-interest of
the then-outstanding number of Registrable Securities held by the Sponsor Holders, EarlyBirdCapital Holders, or Leafly Holders, as applicable.
No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the
Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or
the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude
the exercise of any other rights or remedies hereunder or thereunder by such party.


 


5.7 Other
Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right
to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration
filed by the Company for the sale of securities for its own account or for the account of any other Person. Further, the Company and each
of the Holders agree that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions
among the parties hereto and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this
Agreement shall prevail.


 


5.8 Term.
This Agreement shall terminate (a) as to all Holders and the Company, upon the earlier of the date as of which all of the Registrable
Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section
4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (b) as to any
Holder individually, the date on which such Holder no longer holds any Registrable Securities or is permitted to sell all of such Holder’s
Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities
sold or the manner of sale and because the reporting requirements of Rule 144(i)(2) are not applicable. The provisions of Section 3.5
and Article IV shall survive any termination.


 


5.9 Holder
Information. Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable Securities held
by such Holder in order for the Company to make determinations hereunder.


 


[SIGNATURE PAGES FOLLOW]


 




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IN WITNESS WHEREOF, the
undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	COMPANY:
	 	 	 
	 	LEAFLY HOLDINGS, INC.,
	 	a Delaware corporation
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:



 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 


	 	SPONSOR HOLDERS:
	 	 	 
	 	MERIDA HOLDINGS, LLC,
	 	a Delaware limited liability company
	 	 
	 	By:	                                
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	
	 	 	Name:
	 	 	 
	 	By:	
	 	 	Name:
	 	 	 
	 	By:	
	 	 	Name:



 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 


	 	EARLYBIRDCAPITAL HOLDERS:
	 	 	                              
	 	EARLYBIRDCAPITAL,INC.,
	 	a Delaware corporation
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	
	 	 	Name:
	 	 	 
	 	By:	
	 	 	Name:
	 	 	 
	 	By:	
	 	 	Name:



 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 


	 	LEAFLY HOLDERS:
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:



 


[Signature Page to Registration Rights Agreement]