NORTHERN SWAN HOLDINGS, INC. 2018 OMNIBUS INCENTIVE COMPENSATION PLANClever Leaves Holdings Inc. • September 14th, 2020 • Pharmaceutical preparations • British Columbia
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”).
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 14th, 2020 • Clever Leaves Holdings Inc. • Pharmaceutical preparations • British Columbia
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [__] day of [____], 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”).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • September 14th, 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”).
ContractNote and the Indebtedness • 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”).
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.
TO: Clever Leaves International Inc. (formerly, Northern Swan Holdings, Inc.) (the “Company”)Intercreditor 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.
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”).
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.
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:
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”)Intercreditor 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.
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”).
