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. 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.
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: 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.
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”).
AMendment No. 1 to STOCK ESCROW AGREEMENTStock Escrow Agreement • December 28th, 2020 • Clever Leaves Holdings Inc. • Pharmaceutical preparations • New York
AMENDMENT NO. 1 (this “Amendment”), dated as of December 18, 2020, to the Stock Escrow Agreement, dated as of December 10, 2018 (“Agreement”), by and among SCHULTZE SPECIAL PURPOSE ACQUISITION CORP., a Delaware corporation (“Company”), SCHULTZE SPECIAL PURPOSE ACQUISITION SPONSOR, LLC, a Delaware limited liability company (“Sponsor”), the other parties named on Exhibit A hereto (together with the Sponsor, the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.
