Standard Contracts
CLEVER LEAVES HOLDINGS INC. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • January 14th, 2022 • Clever Leaves Holdings Inc. • Pharmaceutical preparations • New York
Clever Leaves Holdings Inc., a British Columbia corporation (the “Company”), confirms its agreement (this “Agreement”) with Canaccord Genuity LLC (“Canaccord”), as follows:
NS US HOLDINGS, INC. EMPLOYMENT AGREEMENT for Kyle DetwilerEmployment Agreement • September 14th, 2020 • Clever Leaves Holdings Inc. • Pharmaceutical preparations • New York
This Employment Agreement (the “Agreement”) is entered into as of August 17, 2017 (the “Effective Date”), by and between NS US Holdings, Inc., a Delaware corporation (the “Company”), and Kyle Detwiler (the “Executive”).
CLEVER LEAVES HOLDINGS INC. 2020 INCENTIVE AWARD PLAN RESTRICTED SHARE UNIT AWARD GRANT NOTICE AND RESTRICTED SHARE UNIT AGREEMENTRestricted Share Unit Agreement • December 28th, 2020 • Clever Leaves Holdings Inc. • Pharmaceutical preparations • British Columbia
Clever Leaves Holdings Inc., a corporation organized under the laws of British Columbia, Canada (the “Company”), pursuant to its 2020 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) the number of Restricted Share Units set forth below (the “RSUs”). The RSUs are subject to the terms and conditions set forth in this Restricted Share Unit Grant Notice (the “Grant Notice”), the Restricted Share Unit Agreement attached hereto as Exhibit A (the “Agreement”), the special provisions for the Participant’s country of residence if such Participant resides or provides services outside the United States, if applicable, attached hereto as Exhibit B (the “Foreign Appendix”), and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in the Grant Notice and the Agreement.
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 28th, 2020 • Clever Leaves Holdings Inc. • Pharmaceutical preparations • British Columbia
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is entered into as of December 18, 2020, by and among Clever Leaves Holdings Inc., a corporation organized under the laws of British Columbia, Canada (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
CLEVER LEAVES HOLDINGS INC. EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2020 • Clever Leaves Holdings Inc. • Pharmaceutical preparations • New York
This Employment Agreement (the “Agreement”) is entered into as of [__], by and between Clever Leaves Holdings Inc., a corporation organized under the laws of British Columbia, Canada (the “Company”), and Kyle Detwiler (the “Executive”) and shall become effective as of the Closing (as defined below) (the “Effective Date”). In the event the Closing does not occur, this Agreement shall be null and void ab initio.
CLEVER LEAVES HOLDINGS INC. 2020 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • December 28th, 2020 • Clever Leaves Holdings Inc. • Pharmaceutical preparations • British Columbia
Clever Leaves Holdings Inc., a corporation organized under the laws of British Columbia, Canada (the “Company”), pursuant to its 2020 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) an option to purchase the number of Shares set forth below (the “Option”). The Option is subject to the terms and conditions set forth in this Stock Option Grant Notice (the “Grant Notice”), the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”), the special provisions for the Participant’s country of residence if such Participant resides or provides services outside the United States, if applicable, attached hereto as Exhibit B (the “Foreign Appendix”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • November 10th, 2020 • Clever Leaves Holdings Inc. • Pharmaceutical preparations • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of [__], 2020, by and among Schultze Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), Clever Leaves Holdings Inc., a corporation organized under the laws of British Columbia, Canada (“Holdco”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
ContractSecured Note • September 14th, 2020 • Clever Leaves Holdings Inc. • Pharmaceutical preparations • New York
THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE AND SHALL AT ALL TIMES BE AND REMAIN SUBORDINATED IN RIGHT OF PAYMENT TO AND IN FAVOR OF THE SENIOR NOTES, TO THE EXTENT SET FORTH IN THE SUBORDINATION AGREEMENT (AS DEFINED BELOW); AND THE HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT, DATED AS OF THE DATE HEREOF, BY AND AMONG BORROWER, LENDER, THE COLLATERAL AGENT PARTY THERETO, AND THE SEVERAL HOLDERS OF SENIOR NOTES PARTY THERETO FROM TIME TO TIME (THE “SUBORDINATION AGREEMENT”).
ESCROW AGREEMENT AMENDMENTEscrow Agreement • November 10th, 2020 • Clever Leaves Holdings Inc. • Pharmaceutical preparations
Effective as of the Closing, Section 3.2 of the Escrow Agreement shall be deleted in its entirety and replaced with the following:
AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT BETWEEN GLAS AMERICAS LLC in its capacity as Collateral Agent GLAS USA LLC in its capacity as Paying Agent NORTHERN SWAN HOLDINGS, INC. as issuer the other Obligors party hereto from...Intercreditor and Collateral Agency Agreement • September 14th, 2020 • Clever Leaves Holdings Inc. • Pharmaceutical preparations • British Columbia
This AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of May 10, 2019 is between, among others, Northern Swan Holdings, Inc., a corporation organized under the laws of the Province of British Columbia, as issuer (the “Company”), GLAS Americas LLC, not in its individual capacity but solely as Collateral Agent for the rateable benefit of the Noteholders (the “Collateral Agent”), GLAS USA LLC, not in its individual capacity but solely as Paying Agent for the rateable benefit of the Noteholders (the “Paying Agent”), the noteholders from time to time party hereto (each individually a “Noteholder” and, collectively, the “Noteholders”), and the other Obligors from time to time party hereto.
COLLATERAL AGENCY ACCESSION – ADDITIONAL OBLIGORSCollateral Agency Accession • December 28th, 2020 • Clever Leaves Holdings Inc. • Pharmaceutical preparations
Reference is made to the Amended and Restated Intercreditor and Collateral Agency Agreement dated as of May 10, 2019 (the “Intercreditor and Collateral Agency Agreement”) among Clever Leaves International Inc. (formerly Northern Swan Holdings, Inc.), as issuer, the other Obligors party thereto, GLAS Americas LLC, as Collateral Agent, and GLAS USA LLC, as Paying Agent, as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, for all purposes thereof on the terms set forth therein, and to be bound by the terms of said Intercreditor and Collateral Agency Agreement as fully as if the undersigned had executed and delivered said Intercreditor and Collateral Agency Agreement as of the date thereof.
TO: Clever Leaves International Inc. (formerly, Northern Swan Holdings, Inc.) (the “Company”)Amendment, Consent and Waiver Agreement • September 14th, 2020 • Clever Leaves Holdings Inc. • Pharmaceutical preparations
RE: The Notes (as such term is defined in the amended and restated intercreditor and collateral agency agreement dated May 10, 2019 (the “Intercreditor Agreement”)) among, the Company, as issuer, GLAS Americas LLC, as collateral agent, GLAS USA LLC, as paying agent, and the noteholders party thereto from time to time.
GUARANTYGuaranty • September 14th, 2020 • Clever Leaves Holdings Inc. • Pharmaceutical preparations • New York
THIS GUARANTY, dated as of the 3rd day of May, 2019 (this “Guaranty”), is made by Northern Swan Holdings, Inc., a British Columbia corporation (“Initial Guarantor”) and an indirect parent of Herbal Brands, Inc., a Delaware corporation (the “Borrower”), and each subsidiary of Borrower (“Subsidiary Guarantor”) that, after the date hereof, executes an instrument of accession hereto substantially in the form of Exhibit A (a “Guarantor Accession”; such Subsidiary Guarantors and Initial Guarantor, collectively the “Guarantors”), in favor of Rock Cliff Capital LLC, a limited liability company formed under the laws of Delaware (“Lender”). Capitalized terms used herein without definition shall have the meanings given to them in the Loan Agreement referred to below.
FORM OF INDEMNITY AGREEMENTIndemnification & Liability • December 22nd, 2020 • Clever Leaves Holdings Inc. • Pharmaceutical preparations • British Columbia
This INDEMNITY AGREEMENT is effective as of the day___ of ____________ , 2020, by and between Clever Leaves Holdings Inc. (hereinafter referred to as the “Company”), a company incorporated under the Business Corporations Act (British Columbia) (the “Act”), and [●] (hereinafter referred to as the “Nominee”).
US-LEGAL-12437173/6 174008-0004 WARRANT TERMINATION AGREEMENT THIS WARRANT TERMINATION AGREEMENT (this “Agreement”) is made as of this 18th day of December, 2023, by and between Clever Leaves Holdings Inc. (the “Company” or “Clever Leaves”), a...Warrant Termination Agreement • December 20th, 2023 • Clever Leaves Holdings Inc. • Pharmaceutical preparations • New York
NORTHERN SWAN HOLDINGS, INC. 2018 OMNIBUS INCENTIVE COMPENSATION PLAN2018 Omnibus Incentive Compensation Plan • September 14th, 2020 • Clever Leaves Holdings Inc. • Pharmaceutical preparations • British Columbia
ASSET PURCHASE AGREEMENT between CLEVER LEAVES PORTUGAL UNIPESSOAL, Lda. (As Seller), and TERRA VERDE, Lda. (as Purchaser) and Clever Leaves Holdings Inc. (as Guarantor)Asset Purchase Agreement • July 5th, 2023 • Clever Leaves Holdings Inc. • Pharmaceutical preparations
EMPLOYMENT AGREEMENTEmployment Agreement • December 22nd, 2020 • Clever Leaves Holdings Inc. • Pharmaceutical preparations • New York
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of May 13, 2019 (the “Effective Date”), between NS US Holdings, Inc. (the “Company”), a subsidiary of Northern Swan Holdings, Inc. (“Parent Company”), and Mr. Amit Pandey (“Employee,” together with the Company, the “Parties” and, each, a “Party”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 19th, 2021 • Clever Leaves Holdings Inc. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT is made as of the 19th day of July, 2021 between Clever Leaves Holdings Inc., a company existing under the laws of the Province of British Columbia (the “Company”), Catalina LP, a limited partnership organized in the Province of Alberta (the “Investor”) and each additional Person who becomes, from time to time, a holder of Registrable Securities and agrees to be a party and bound by this Agreement.
SUBORDINATION AGREEMENTSubordination Agreement • September 14th, 2020 • Clever Leaves Holdings Inc. • Pharmaceutical preparations • New York
THIS SUBORDINATION AGREEMENT (this “Agreement”), is entered into as of May 10, 2019 (the “Effective Date”), by and between the creditors listed on Schedule A hereto (each individually and without joint liability and solely in its capacity as holder of the Senior Notes (as defined below) (individually a “Senior Creditor” and together the “Senior Creditors”), GLAS Americas LLC, as collateral agent (in such capacity, the “Senior Collateral Agent”) and ROCK CLIFF CAPITAL LLC, a limited liability company formed under the laws of Delaware (“Subordinated Creditor”). Capitalized terms used but not otherwise defined herein shall have the meanings given them in Section 1(a) below.
PATENT SECURITY AGREEMENTPatent Security Agreement • September 14th, 2020 • Clever Leaves Holdings Inc. • Pharmaceutical preparations
This Intellectual Property Security Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”) is entered into as of May 3, 2019, by and between ROCK CLIFF CAPITAL, LLC (the “Lender”), and HERBAL BRANDS, INC., a Delaware corporation (“Grantor”).
PAYOUT AND RELEASE AGREEMENTPayout and Release Agreement • July 19th, 2021 • Clever Leaves Holdings Inc. • Pharmaceutical preparations • British Columbia
RE: The Notes (as such term is defined in the amended and restated intercreditor and collateral agency agreement dated May 10, 2019 (the “Intercreditor Agreement”)) among, the Company, as issuer, GLAS Americas LLC (the “Collateral Agent”), as collateral agent, the Paying Agent, as paying agent, and the noteholders party thereto from time to time
Amendment No. 4 (the “Amendment”)Amendment No. 4 • March 30th, 2021 • Clever Leaves Holdings Inc. • Pharmaceutical preparations • British Columbia
RE: The Notes (as such term is defined in the amended and restated intercreditor and collateral agency agreement dated May 10, 2019 (the "Intercreditor Agreement")) among, the Company, as issuer, GLAS Americas LLC (the "Collateral Agent"), as collateral agent, GLAS USA LLC, as paying agent, and the noteholders party thereto from time to time.
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • September 14th, 2020 • Clever Leaves Holdings Inc. • Pharmaceutical preparations
This Intellectual Property Security Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”) is entered into as of May 3, 2019, by and between ROCK CLIFF CAPITAL, LLC (the “Lender”), and HERBAL BRANDS, INC., a Delaware corporation (“Grantor”).
PLEDGE AGREEMENTPledge Agreement • September 14th, 2020 • Clever Leaves Holdings Inc. • Pharmaceutical preparations • New York
THIS PLEDGE AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Pledge Agreement”) is entered into as of May 3, 2019 by and among NS US Holdings, Inc., a Delaware corporation (“Pledgor”), and Rock Cliff Capital LLC (together with its successors and assigns, “Lender”), in its capacity as lender party to the Loan Agreement referred to below.
EMPLOYMENT AGREEMENTEmployment Agreement • February 22nd, 2021 • Clever Leaves Holdings Inc. • Pharmaceutical preparations • New York
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 9, 2021 (the “Effective Date”), between NS US Holdings, Inc. (the “Company”), a subsidiary of Clever Leaves Holdings Inc. (“Parent”), and Henry R. Hague, III (“Employee,” together with the Company, the “Parties” and, each, a “Party”).
ESCROW AGREEMENT AMENDMENTEscrow Agreement • September 14th, 2020 • Clever Leaves Holdings Inc. • Pharmaceutical preparations
Effective as of the Closing, Section 3.2 of the Escrow Agreement shall be deleted in its entirety and replaced with the following:
TO: GLAS AMERICAS, as collateral agent for the Secured Parties (in such capacity, the “Agent”)Guarantee • December 28th, 2020 • Clever Leaves Holdings Inc. • Pharmaceutical preparations • British Columbia
RE: Amended and Restated Guarantee dated as of May 10, 2019 delivered by NS US Holdings, Inc., Herbal Brands, Inc., Northern Swan International, Inc., Northern Swan Management, Inc. Northern Swan Deutschland Holdings, Inc. and Northern Swan Portugal Holdings, Inc. (collectively, the “Guarantors” and each a “Guarantor”) in favour of and for the benefit of the Agent, as collateral agent for the Secured Parties (as amended, amended and restated, renewed, extended, supplemented, replaced or otherwise modified from time to time, the “Guarantee”). All capitalized terms used herein without definition shall have the meanings ascribed to them in the Guarantee.
US-LEGAL-10600104/4 174008-0001 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (the “Agreement”) is entered into on February 8, 2022, by and between Kyle Detwiler (“Employee”) and Clever Leaves Holdings Inc., a corporation...Separation and Release Agreement • February 9th, 2022 • Clever Leaves Holdings Inc. • Pharmaceutical preparations • New York
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 14th, 2020 • Clever Leaves Holdings Inc. • Pharmaceutical preparations • New York
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of May 3, 2019 (the “Closing Date”), by and among Rock Cliff Capital LLC, a limited liability company formed under the laws of Delaware (the “Lender”), Herbal Brands, Inc., a Delaware corporation (“Borrower”), which is a direct wholly owned subsidiary of NS US Holdings, Inc. a Delaware corporation (“Holdings”), which is a direct wholly-owned subsidiary of Northern Swan Holdings, Inc. a British Columbia corporation (“Parent”), and each subsidiary of Borrower that, after the date hereof, executes an instrument of joinder hereto (each a “Subsidiary Guarantor” and such Subsidiary Guarantors and Borrower, each a “Loan Party” and collectively the “Loan Parties”). Borrower was formed for the purpose of acquiring certain assets from B.N.G. Enterprises Incorporated, an Arizona corporation (“BNG”), SupremeBeing, L.L.C., a Delaware limited liability company (“SupremeBeing”), Fusion Formulations, L.L.C., an Arizona limited liab
TO: Clever Leaves International Inc. (formerly, Northern Swan Holdings, Inc.) (the “Company”)Amendment, Consent and Waiver Agreement No. 2 • September 14th, 2020 • Clever Leaves Holdings Inc. • Pharmaceutical preparations
RE: The Notes (as such term is defined in the amended and restated intercreditor and collateral agency agreement dated May 10, 2019 (the “Intercreditor Agreement”)) among, the Company, as issuer, GLAS Americas LLC, as collateral agent, GLAS USA LLC, as paying agent, and the noteholders party thereto from time to time.
NOTE PURCHASE AGREEMENT between CATALINA LP AND CLEVER LEAVES HOLDINGS INC. JULY 19, 2021Note Purchase Agreement • July 19th, 2021 • Clever Leaves Holdings Inc. • Pharmaceutical preparations • Alberta
WHEREAS the Investor is prepared to purchase the Note (as defined herein), subject to the terms and conditions of this Agreement;
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • December 28th, 2020 • Clever Leaves Holdings Inc. • Pharmaceutical preparations • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of December 18, 2020, by and among Schultze Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), Clever Leaves Holdings Inc., a corporation organized under the laws of British Columbia, Canada (“Holdco”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
STOCK PURCHASE AGREEMENT BY AND AMONGStock Purchase Agreement • March 27th, 2024 • Clever Leaves Holdings Inc. • Pharmaceutical preparations • Delaware
FIRST Amendment to Loan and security agreementLoan and Security Agreement • September 14th, 2020 • Clever Leaves Holdings Inc. • Pharmaceutical preparations • New York
THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of August 27, 2020, by and between ROCK CLIFF CAPITAL LLC, a limited liability company formed under the laws of Delaware (the “Lender”), and HERBAL BRANDS, INC., a Delaware corporation (“Borrower”).
