Exhibit 10.5


 


August 9, 2021


 


Merida Merger Corp. I


641 Lexington Ave, 18th Floor


New York, NY 10022


 


Leafly Holdings, Inc.


333 Elliott Avenue West


Suite 200


Seattle, WA 98119


 


Ladies and Gentlemen:


 


Reference is made to that
certain Agreement and Plan of Merger, dated August 9, 2021 (as may be amended, restated, supplemented or otherwise modified from time
to time, the “Merger Agreement”), by and among Merida Merger Corp. I, a Delaware corporation (“Parent”),
Merida Merger Sub, Inc., a Washington corporation (“First Merger Sub”), Merida Merger Sub II, LLC, a Washington limited
liability company (“Second Merger Sub”), and Leafly Holdings, Inc., a Washington corporation (the “Company”).
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement.


 


Subject to the terms and conditions
hereof, in the event that the Minimum Cash Condition would not be satisfied as of immediately prior to the Effective Time, Merida Holdings,
LLC, a Delaware limited liability company (the “Sponsor”), hereby irrevocably agrees to subscribe for and purchase,
and Parent hereby irrevocably agrees to issue and sell to Sponsor, a number of shares of common stock, par value of $0.0001 per share,
of Parent, upon the same terms and conditions, including price per share, as the other investors, if any, in such Additional Financing
(provided that the price per share paid by Sponsor shall not exceed $10.00), for an aggregate purchase price in cash equal to the difference
between the Closing Parent Cash and the amount of the Minimum Cash Condition (the “Subscription”); provided
that such amount shall not exceed $10,000,000. The parties hereto shall execute and deliver such additional documents and take such additional
actions as the parties reasonably deem to be practical and necessary in order to consummate the Subscription as contemplated by this letter
agreement no later than immediately prior to the consummation of the Closing.


 


This letter agreement has
been duly and validly authorized, executed and delivered by each party hereto, and this letter agreement constitutes a valid and binding
agreement of such party enforceable against such party in accordance with its terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles
of equity.


 


This letter agreement may
not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing
signed by Parent, Sponsor and the Company.


 






     


     


    

 


Neither this letter agreement
nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto in whole or in part (whether
by operation of Law or otherwise) without the prior written consent of the other parties hereto, and any such assignment without such
consent shall be null and void. This letter agreement shall be binding upon, inure to the benefit of and be enforceable by the parties
hereto and their respective successors and permitted assigns. Any attempted assignment in violation of the terms of this letter agreement
shall be null and void, ab initio.


 


No failure or delay by any
party hereto exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies
of the parties hereto hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder.
Any agreement on the part of a party hereto to any such waiver shall be valid only if set forth in a written instrument executed and delivered
by such party.


 


This letter agreement, and
all claims or causes of action based upon, arising out of, or related to this letter agreement or any of the transactions contemplated
hereby, shall be governed by, and construed in accordance with, 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 Laws of another jurisdiction.
This letter agreement shall terminate upon termination of the Merger Agreement.


 


The undersigned acknowledges
and understands that the Parent, First Merger Sub, Second Merger Sub, and the Company will rely upon the agreements set forth herein in
connection with the Merger Agreement.


 


[Signature Page Follows]


 




     


     


    

 


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


 


 


 


 


[Signature Page to Sponsor Commitment Letter]


 




     


     


    

 


	Acknowledged and agreed: 	 
	 	 
	LEAFLY HOLDINGS, Inc.	 
	 	 
	By:	/s/ Yoko Miyashita	 
	Name: 	Yoko Miyashita	 
	Title:	Chief Executive Officer	 


 




     


     


    

 


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


 


 


 


 


[Signature Page to Sponsor Commitment Letter]