The Company currently has four equity plans: the New Leafly 2021 Equity Incentive Plan (the “2021 Plan”), the Legacy Leafly 2018 Equity Incentive Plan (the “2018 Plan”), the New Leafy Earn-Out Plan (the “Earn-Out Plan”), and the ESPP. Activity under the 2021 Plan and the ESPP are detailed below. There were no options or other equity awards granted under the 2018 Plan or the Earn-Out Plan during the year ended December 31, 2023.

The 2021 Plan became effective immediately upon closing of the Business Combination. Pursuant to the 2021 Plan, 225,125 shares of common stock were initially reserved for issuance. During the term of the 2021 Plan, the number of shares of common stock thereunder automatically increases on each January 1, commencing on January 1, 2023, and ending on (and including) January 1, 2031, by the lesser of (i) 10% of the fully diluted shares of common stock as of the last day of the preceding fiscal year and (ii) 225,125 shares (adjusted pursuant to the terms of the 2021 Plan). Effective January 1, 2024, 225,144 shares of common stock were available for issuance under the 2021 Plan and 20 remained available at December 31, 2023.

In August 2022 and October 2022, the Company, granted stock options to purchase an aggregate of 5,085 shares of common stock at a weighted-average exercise price of $39.52 per share and granted an aggregate of 127,999 restricted stock units (“RSUs”) and performance stock units (“PSUs”). Of the PSUs granted, 34,155 were market-based awards made to executives with a grant date fair value of $0.80 per share with vesting based on achievement of a $1.0 billion market cap by February 4, 2026, and 6,831 were performance awards made to executives with a grant date fair value of $16.20 per share with vesting based in part on achievement of a fiscal year 2022 adjusted EBITDA target, as defined in the award agreements, which was achieved. Prior to such grants, no grants had been made under the 2021 Plan. On March 13, 2023, the Company approved

the vesting of 6,831 PSUs awarded in 2022, which vested based on the achievement of the Company’s 2022 adjusted EBITDA target on March 13, 2023.

The Company granted 31,567 annual incentive plan RSUs on March 14, 2023, which vested over four months. On July 25, 2023, the Company granted: 125,559 service-based RSUs to employees, which are scheduled to vest over a two-year period from the initial vest date; 32,724 RSUs to non-employee Board members, which vested in full on August 20, 2023; and 23,634 PSUs to senior management, with vesting contingent upon the Company meeting certain fiscal year 2023 financial performance metrics, as specified in the award agreements. On November 30, 2023, the Company granted 23,634 RSUs to senior management and on December 19, 2023, the Company granted 19,440 RSUs to employees, all of which are scheduled to vest over a one-year period from the initial vest date. Also on December 19, 2023, the Company granted 7,900 RSUs to employees which are scheduled to vest over a two-year period from the initial vest date and 1,800 RSUs to non-employee Board members, which are scheduled to vest on July 12, 2024. See Note 19 for awards and vestings subsequent to December 31, 2023.

The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing model. No options were granted under the 2021 Plan during the year ended December 31, 2023. The following weighted-average assumptions were used as inputs to the pricing model for options granted during the year ended December 31, 2022:

Stock option activity under the 2021 Plan for the periods presented was as follows:


	Number of Shares			Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Term (in years)
Outstanding at January 1, 2022		—		$	—	$	—		—
Granted		5,085			39.52
Exercised		—			—
Forfeited or expired		(37	)		39.60
Outstanding at December 31, 2022		5,048			39.52	$	—		9.61
Exercised		—			—
Forfeited or expired		(72	)		34.11
Outstanding at December 31, 2023		4,976		$	39.60	$	—		8.64

Vested and exercisable		2,282		$	39.60	$	—		8.64

As of December 31, 2023, there was $61 of total unrecognized compensation cost related to stock options granted under the 2021 Plan. That cost is expected to be recognized over a remaining weighted-average period of 2.11 years. The

weighted-average grant date fair value of options granted under the 2021 Plan for the year ended December 31, 2022 was $39.52 per share.

RSU and PSU activity under the 2021 Plan for the periods presented was as follows:


	Number of Shares			Weighted Average Grant Date Fair Value		Total Fair Value
Unvested at January 1, 2022		—		$	—
Granted		127,999			23.40	$	2,988
Vested		(15,879	)		34.80	$	554
Forfeited		(9,231	)		31.80
Unvested at January 1, 2023		102,889			21.02
Granted		266,258			6.59	$	1,753
Vested		(113,824	)		10.56	$	872
Forfeited		(45,377	)		19.37
Unvested at December 31, 2023		209,946		$	8.74

As of December 31, 2023, there was $1,415 of total unrecognized compensation cost related to unvested RSUs and $8 of total unrecognized compensation cost related to PSUs granted under the 2021 Plan, a majority of which relates to performance-based awards. The total cost is expected to be recognized over a remaining weighted-average period of 1.67 years.

The 2018 Plan became effective on April 17, 2018. The 2018 Plan terminated upon closing of the Business Combination in 2022, but then-outstanding options under the 2018 Plan remain outstanding pursuant to their terms, with adjustments to the number of shares and exercise prices to reflect the terms of the Business Combination.

The fair value of each stock option award to employees was estimated on the date of grant using the Black-Scholes option pricing model. There were no grants made in 2023 or 2022 under the 2018 Plan. Stock option activity under the 2018 Plan for the periods presented was as follows:


	Number of Shares			Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Term (in years)
Outstanding at January 1, 2022		192,541		$	35.40
Exercised		(7,409	)		21.80
Forfeited or expired		(13,557	)		79.00
Outstanding at December 31, 2022		171,575		$	32.06	$	75	6.83
Exercised		(21	)		8.00
Forfeited or expired		(55,103	)		27.41
Outstanding at December 31, 2023 1		116,451		$	34.24	$	3		4.65

Vested and exercisable		67,045		$	27.44	$	3		5.81

Includes 63,648, 0, and 52,803 awards accounted for as service-based, performance-based, and market-based options, respectively, that are vested, that the Company currently deems probable of vesting, or in the case of market-based options, that the Company is expensing so long as the respective service conditions are met. The market-based options will vest only if the price of the Company’s common stock reaches a $1,000,000 market capitalization target for any 20 days during a 30-day period on or before the fourth anniversary of the closing of the Business Combination.

As of December 31, 2023, there was: (i) $290 of unrecognized compensation cost related to service-based 2018 Plan option awards, which is expected to be recognized over a remaining weighted-average service period of approximately 1.41 years; and (ii) $317 of unrecognized compensation cost related to market-based 2018 Plan option awards, which is expected to be recognized over a remaining weighted-average service period of approximately 0.35 years.

The following table presents the classification of stock-based compensation expense under the 2018 Plan, the 2021 Plan and the ESPP:


	Year Ended December 31,
	2023		2022

Sales and marketing	$	272	$	223
Product development		436		234
General and administrative		2,247		3,460
	$	2,955	$	3,917

Concurrent with the closing of the Business Combination, the vesting provisions of certain stock options previously granted in 2021 under the 2018 Plan to our Chief Executive Officer to purchase 47,880 shares of common stock were modified, and a corresponding charge of $1,366 was recorded during the three months ended March 31, 2022 to general and administrative expenses and additional paid-in capital.

The ESPP became effective immediately upon closing of the Business Combination. Pursuant to the ESPP, 56,281 shares of common stock were initially reserved for issuance. During the term of the ESPP, the number of shares of common stock thereunder automatically increases on each January 1, commencing on January 1, 2023 and ending on (and including) January 1, 2031, by the lesser of (i) 2.5% of the fully diluted shares of common stock as of the last day of the preceding fiscal year and (ii) 56,281 shares (as adjusted pursuant to the terms of the ESPP). Effective January 1, 2024, 59,304 shares of common stock were available for issuance under the ESPP and 35,056 remained available at December 31, 2023. On March 15, 2023, eligible employees purchased 14,441 shares for a total purchase price of $120. On September 15, 2023, eligible employees purchased 5,701 shares for a total purchase price of $48. The Company’s current offering period runs from September 16, 2023 through March 15, 2024. Stock-based compensation expense includes $92 related to the ESPP for the year ended December 31, 2023 and $62 for the year ended December 31, 2022.

The Earn-Out Plan became effective immediately upon closing of the Business Combination. Pursuant to the Earn-Out Plan, 28,546 shares of common stock have been reserved for issuance to employees and certain other eligible parties in the form of RSUs. These RSUs will vest if the Company achieves certain thresholds prior to the third anniversary of the Business Combination. No RSUs have been awarded under the Earn-Out Plan as of December 31, 2023.

The Company recognized expense from matching contributions to the Company-sponsored defined contribution retirement (401k) plan as follows for the periods presented:


	Year Ended December 31,
	2023		2022

401(k) matching contributions	$	627	$	875