Notice of Conversion and Consent
EXHIBIT 10.1
NOTICE OF CONVERSION AND CONSENT
December 19, 2023
Reference is made to that certain Note Purchase Agreement by and between Leafly Holdings, Inc. (f/k/a Merida Merger Corp. I, the, “Company”), the Purchasers named therein, Merida Holdings, LLC, and Leafly, LLC (the “Agreement”) and that certain global note representing 8.00% Convertible Senior Notes due 2025, (the “Note”) between the Company, Ankura Trust Company, as agent, and Continental Stock Transfer & Trust Company, as authentication agent. Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Agreement or the Note, as applicable, with any inconsistency resolved in favor of the Note.
WHEREAS the undersigned Purchasers (each a “Consenting Holder,” and collectively the “Consenting Holders”) are the beneficial owners of all of the Outstanding Amount of the Note and constitute a Holder Majority.
WHEREAS the Consenting Holders wish to convert an aggregate of $300,000 of the Outstanding Amount of the Note and the Company wishes to effect such conversion in each case on terms and conditions as more fully set forth herein.
NOW, THEREFORE, for value received the Company and Consenting Holders agree as follows:
EXHIBIT 10.1
[Remainder of this page intentionally left blank.]
EXHIBIT 10.1
IN WITNESS WHEREOF, the parties have executed this Notice on the date first written above.
COMPANY:
Leafly Holdings, Inc.
By: | /s/Yoko Miyashita |
Name: | Yoko Miyashita |
Title: | Chief Executive Officer |
[Signature Page to Notice of Conversion and Consent]
EXHIBIT 10.1
IN WITNESS WHEREOF, the parties have executed this Notice on the date first written above.
CONSENTING HOLDER:
CrossingBridge Low Duration High Yield Fund
By: | /s/David Sherman |
Name: | David Sherman |
Title: | Authorized Agent as Investment Adviser |
[Signature Page to Notice of Conversion and Consent]
EXHIBIT 10.1
IN WITNESS WHEREOF, the parties have executed this Notice on the date first written above.
CONSENTING HOLDER:
Destinations Low Duration Fixed Income Fund
By: | /s/David Sherman |
Name: | David Sherman |
Title: | Authorized Agent as Investment Adviser |
[Signature Page to Notice of Conversion and Consent]
EXHIBIT 10.1
IN WITNESS WHEREOF, the parties have executed this Notice on the date first written above.
CONSENTING HOLDER:
Leaffilter North Holdings Inc.
By: | /s/David Sherman |
Name: | David Sherman |
Title: | Authorized Agent as Investment Adviser |
[Signature Page to Notice of Conversion and Consent]
EXHIBIT 10.1
IN WITNESS WHEREOF, the parties have executed this Notice on the date first written above.
CONSENTING HOLDER:
OlsonUbben LLC
By: | /s/David Sherman |
Name: | David Sherman |
Title: | Authorized Agent as Investment Adviser |
[Signature Page to Notice of Conversion and Consent]
EXHIBIT 10.1
IN WITNESS WHEREOF, the parties have executed this Notice on the date first written above.
CONSENTING HOLDER:
Destinations Global Fixed Income Opportunities Fund
By: | /s/David Sherman |
Name: | David Sherman |
Title: | Authorized Agent as Investment Adviser |
[Signature Page to Notice of Conversion and Consent]
EXHIBIT 10.1
IN WITNESS WHEREOF, the parties have executed this Notice on the date first written above.
CONSENTING HOLDER:
RiverPark Strategic Income Fund
By: | /s/David Sherman |
Name: | David Sherman |
Title: | Authorized Agent as Investment Adviser |
[Signature Page to Notice of Conversion and Consent]
EXHIBIT 10.1
IN WITNESS WHEREOF, the parties have executed this Notice on the date first written above.
CONSENTING HOLDER:
CrossingBridge Ultra Short Duration Fund
By: | /s/David Sherman |
Name: | David Sherman |
Title: | Authorized Agent as Investment Adviser |
[Signature Page to Notice of Conversion and Consent]
