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.
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
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;
SUBORDINATION AGREEMENTSubordination Agreement • July 19th, 2021 • Clever Leaves Holdings Inc. • Pharmaceutical preparations • New York
THIS SUBORDINATION AGREEMENT (this “Agreement”), is entered into as of July 19, 2021 (the “Effective Date”), by and between CATALINA LP, a limited partnership formed under the laws of Alberta (“Senior Creditor”) 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.
