Exhibit 10.3


 


AMENDMENT TO


STOCK ESCROW AGREEMENT


 


This Amendment, dated as of August 9, 2021
(this “Amendment”), to the Stock Escrow Agreement, dated as of November 4, 2019 (“Escrow Agreement”),
is by and among Merida Merger Corp. I, a Delaware corporation (“Parent”), Leafly Holdings, Inc., a Washington corporation
(the “Company”), Merida Holdings, LLC, a Delaware limited liability company (“Sponsor”), and Continental
Stock Transfer & Trust Company (the “Escrow Agent”, and, together with Parent, the Company, and Sponsor, the “Parties”).


 


WHEREAS, in connection with the initial public
offering of units of Parent, Sponsor deposited an aggregate of 3,250,388 shares (“Sponsor Promote Shares”) of common
stock of Parent, par value $0.0001 per share, owned by it into escrow pursuant to the terms and conditions of the Escrow Agreement;


 


WHEREAS, concurrently with the execution of this
Agreement, Parent will enter into that certain Agreement and Plan of Merger (as may be amended, restated, amended and restated, supplemented,
or otherwise modified from time to time, the “Merger Agreement”) by and among Parent, the Company, Merida Merger Sub,
Inc., a Washington corporation, and Merida Merger Sub II, LLC, a Washington limited liability company;


 


WHEREAS, pursuant to (a) Section 4.04 of the Merger
Agreement; (b) that certain Sponsor Agreement by and among Parent, the Company, and Sponsor dated as of the date hereof (“Sponsor
Agreement”); and (c) Section 6.3 of the Escrow Agreement, on or prior to the date that the business combination contemplated
by the Merger Agreement is completed (“Closing Date”), Sponsor will instruct the Escrow Agent to release from escrow
a certain number of Sponsor Promote Shares (the “Forfeited Shares”) for the forfeiture and cancellation of such Forfeited
Shares on the Closing Date, as applicable; and


 


WHEREAS, pursuant to Section 4.04 of the Merger
Agreement and the Sponsor Agreement, Sponsor, Parent, and the Company agreed that, after giving effect to the forfeiture of the Forfeited
Shares, following the Closing Date, the remaining Sponsor Promote Shares (the “Net Sponsor Promote Shares”) shall remain
in escrow and either be released from escrow to the Sponsor upon the achievement of the conditions set forth herein or terminated and
cancelled by Parent following the expiration of the Escrow Period (as defined below) in the event that the conditions set forth herein
are not satisfied.


 


NOW, THEREFORE, in consideration
of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties hereby agree as follows:


 


1. Amendments
to Escrow Agreement. Effective as of the Effective Time (as defined in the Merger Agreement), the Escrow Agreement is hereby amended
as follows:


 


(a) The
recitals of the Escrow Agreement shall be deleted in their entirety and replaced with the recitals of this Amendment;


 






     


     


    

 


(b) Section
3 of the Escrow Agreement shall be deleted in its entirety and replaced with the following:


 


“3. Disbursement of the Escrow Shares.


 


(a) The Escrow Agent shall hold the Net Sponsor Promote Shares
(such shares referred to herein as the “Escrow Shares”) until the termination of the Escrow Period (as defined below).
The “Escrow Period” shall continue until the Business Day following the end of the three-year period beginning on the
trading day after the Closing Date. During the Escrow Period, the Escrow Shares shall be released from escrow as follows:


 


(i) 50%
of the Escrow Shares shall be released from escrow on the Closing Date in the event that the Minimum Cash Condition (as defined in the
Merger Agreement) is satisfied; provided, that if the Company waives compliance with the Minimum Cash Condition pursuant to the Merger
Agreement and the Closing Parent Cash (as defined in the Merger Agreement) delivered by Parent is equal to or exceeds $65,000,000, then
the number of Escrow Shares to be released from escrow pursuant to this clause (i) will be reduced by the number of shares (“Sponsor
Reduced Shares”) equal to the product of (A) 24,375 Sponsor Promote Shares multiplied by (B) the quotient of
(1) the difference between the Closing Parent Cash and the amount of cash required to satisfy the Minimum Cash Condition, rounded up to
the nearest $1,000,000 divided by (2) $1,000,000, up to a maximum reduction of 487,500 Sponsor Promote Shares, and the Sponsor
Reduced Shares will remain in escrow until the occurrence of the Second Price Triggering Event pursuant to clause (iii) or forfeiture,
as applicable;


 


(ii) 25%
of the Escrow Shares shall be released from escrow upon the occurrence of the First Price Triggering Event (as defined in the Merger Agreement);


 


(iii) all
Escrow Shares then held in escrow (including the Sponsor Reduced Shares, if any, and the Escrow Shares not yet released in connection
with clause (ii) above), shall be released from escrow upon the occurrence of the Second Price Triggering Event (as defined in the Merger
Agreement); and


 


(iv) if
an Acceleration Event (as defined in the Merger Agreement) occurs at a time when Sponsor Promote Shares are held in escrow, then immediately
prior to the consummation of such Change of Control (as defined in the Merger Agreement): (A) the applicable Triggering Event (as defined
in the Merger Agreement) that has not previously occurred shall be deemed to have occurred and (B) the applicable Net Sponsor Promote
Shares will be released from escrow.


 


(b) On the Business Day following the end of the Escrow Period,
all Sponsor Promote Shares not released from escrow will be forfeited and cancelled by Parent. The Escrow Agent shall, upon written instructions
from Parent, disburse the Escrow Shares to the Sponsor or terminate and cancel the Escrow Shares, as applicable, in accordance with the
provisions of this Section 3. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation of the Escrow
Shares in accordance with this Section 3.


 


(c) Sponsor acknowledges that, notwithstanding the release
of any Escrow Shares from escrow hereunder, from the Closing Date until the date that is 180 days after the Closing Date, the Escrow Shares
may not be transferred except to certain permitted transferees pursuant to the Sponsor Agreement dated on or about [__], 2021 among Parent,
the Company, and Sponsor.”


 






     


     


    

 


(c) Section
5.5 of the Escrow Agreement shall be amended to remove the requirement for the “Representative” (as defined in the Escrow
Agreement) to approve a successor escrow agent.


 


(d) Section
6.6 of the Escrow Agreement shall be deleted in its entirety and replaced with the following:


 


“6.6 Notices. All notices and other communications
among the Parties shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered after
posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (iii) when
delivered by FedEx or other nationally recognized overnight delivery service or (iv) when e-mailed during normal business hours (and otherwise
as of the immediately following Business Day), addressed as follows:


 


if to the Escrow Agent, to:


 


Continental Stock Transfer & Trust Company


One State Street Plaza, 30th Floor


New York, New York 10004


Attn:


Email:


 


if to Sponsor or to Parent prior to the Closing, to:


 


Merida Merger Corp. I


c/o Merida Holdings, LLC


641 Lexington Ave, 18th Floor


New York. NY 10022


Attn: Peter Lee


Email: plee@meridacap.com


 


with a copy, which shall not constitute notice, to:


 


Graubard Miller


The Chrysler Building


405 Lexington Avenue


New York, New York 10174


Attn: David Alan Miller, Esq.


Email: dmiller@graubard.com


 


 


if to the Company or to Parent following the Closing, to:


 


Leafly Holdings, Inc.


333 Elliott Avenue West, Suite 200


Seattle, WA 98119


Attn:


Email:


 






     


     


    

 


with a copy, which shall not constitute notice, to:


 


Weil, Gotshal & Manges LLP


201 Redwood Shores Parkway


Redwood Shores, CA 94065


Attn: Kyle C. Krpata, Esq.


Email: kyle.krpata@weil.com


 


(e) Section
6.7 of the Escrow Agreement shall be deleted in its entirety and Section 6.8 shall be renumbered as Section 6.7.


 


2. The
Escrow Agreement shall remain in full force and effect except as expressly amended by this Amendment. Upon the execution and delivery
hereof, the Escrow Agreement shall thereupon be deemed to be amended in accordance with the terms set forth herein as fully and with the
same effect as if the amendments made hereby were originally set forth in the Escrow Agreement, and this Amendment and the Escrow Agreement
shall henceforth be read, taken and construed as one and the same instrument.


 


3. This
Amendment shall be construed and enforced in accordance with the laws of the State of New York without giving effect to the conflict of
laws principles thereof.


 


4. If
the Merger Agreement is validly terminated pursuant to and in accordance with Section 11.01 of the Merger Agreement, this Amendment shall
forthwith become void and of no further force and effect and there shall be no liability or obligation on the part of Parent, the Company,
Sponsor and the Escrow Agent.


 


[Remainder of Page Intentionally
Left Blank]


 




     


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Amendment as of the date first written above.


 


	 	PARENT:
	 	 
	 	MERIDA MERGER CORP. I
	 	 
	 	By:	
/s/ Peter Lee
	 	 	Name: 	 Peter Lee
	 	 	Title:	President and Chief Financial Officer


 


	 	SPONSOR:
	 	 
	 	MERIDA HOLDINGS, LLC
	 	 	 
	 	By:	
/s/ Mitchell Baruchowitz
	 	 	Name: 	Mitchell Baruchowitz
	 	 	Title:	Managing Member


 


[Signature
Page to Amendment to Stock Escrow Agreement]


 




     


     


    

 


	 	COMPANY:
	 	 	 
	 	LEAFLY HOLDINGS, INC.
	 	 	 
	 	By:	/s/ Yoko Miyashita
	 	 	Name: 	Yoko Miyashita
	 	 	Title:	Chief Executive Officer


 


[Signature
Page to Amendment to Stock Escrow Agreement]


 




     


     


    

 


	 	ESCROW AGENT:
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	By:	
/s/ Steven Vacante
	 	 	Name: 	Steven Vacante
	 	 	Title:	Vice President


 


 


 


[Signature
Page to Amendment to Stock Escrow Agreement]