Attached files

file filename
EX-10.6 - AMENDMENT NO. 1 TO STOCK ESCROW AGREEMENT AMONG CONTINENTAL STOCK TRANSFER & TRU - Clever Leaves Holdings Inc.ea132007ex10-6_clever.htm
EX-10.24 - GUARANTEE, DATED AS OF DECEMBER 18, 2020, MADE BY 1255096 B.C. LTD. IN FAVOR OF - Clever Leaves Holdings Inc.ea132007ex10-24_clever.htm
EX-99.1 - UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS FOR THE NINE MONTHS - Clever Leaves Holdings Inc.ea132007ex99-1_clever.htm
EX-21.1 - SUBSIDIARIES OF CLEVER LEAVES HOLDINGS INC. - Clever Leaves Holdings Inc.ea132007ex21-1_clever.htm
EX-10.44 - CLEVER LEAVES HOLDINGS INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY - Clever Leaves Holdings Inc.ea132007ex10-44_clever.htm
EX-10.43 - FORM OF STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT UNDER THE 2020 EARN - Clever Leaves Holdings Inc.ea132007ex10-43_clever.htm
EX-10.42 - FORM OF RESTRICTED SHARE UNIT AWARD GRANT NOTICE AND RESTRICTED SHARE UNIT AGREE - Clever Leaves Holdings Inc.ea132007ex10-42_clever.htm
EX-10.41 - 2020 EARNOUT AWARD PLAN OF CLEVER LEAVES HOLDINGS INC. - Clever Leaves Holdings Inc.ea132007ex10-41_clever.htm
EX-10.40 - FORM OF STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT UNDER THE 2020 INCE - Clever Leaves Holdings Inc.ea132007ex10-40_clever.htm
EX-10.39 - FORM OF RESTRICTED SHARE UNIT AWARD GRANT NOTICE AND RESTRICTED SHARE UNIT AGREE - Clever Leaves Holdings Inc.ea132007ex10-39_clever.htm
EX-10.38 - FORM OF RESTRICTED SHARE UNIT AWARD GRANT NOTICE AND RESTRICTED SHARE UNIT AGREE - Clever Leaves Holdings Inc.ea132007ex10-38_clever.htm
EX-10.37 - 2020 INCENTIVE AWARD PLAN OF CLEVER LEAVES HOLDINGS INC. - Clever Leaves Holdings Inc.ea132007ex10-37_clever.htm
EX-10.31 - PLEDGE AGREEMENT, DATED AS OF DECEMBER 18, 2020, MADE BY CLEVER LEAVES US, INC. - Clever Leaves Holdings Inc.ea132007ex10-31_clever.htm
EX-10.30 - PLEDGE AGREEMENT, DATED AS OF DECEMBER 18, 2020, MADE BY 1255096 B.C. LTD. IN FA - Clever Leaves Holdings Inc.ea132007ex10-30_clever.htm
EX-10.29 - PLEDGE AGREEMENT, DATED AS OF DECEMBER 18, 2020, MADE BY CLEVER LEAVES HOLDINGS - Clever Leaves Holdings Inc.ea132007ex10-29_clever.htm
EX-10.28 - SECOND AMENDED AND RESTATED PLEDGE AGREEMENT, DATED AS OF DECEMBER 18, 2020, MAD - Clever Leaves Holdings Inc.ea132007ex10-28_clever.htm
EX-10.27 - CONFIRMATION AGREEMENT, DATED AS OF DECEMBER 18, 2020, MADE BY THE GUARANTORS NA - Clever Leaves Holdings Inc.ea132007ex10-27_clever.htm
EX-10.25 - GUARANTEE, DATED AS OF DECEMBER 18, 2020, MADE BY CLEVER LEAVES US, INC. IN FAVO - Clever Leaves Holdings Inc.ea132007ex10-25_clever.htm
EX-10.23 - GUARANTEE, DATED AS OF DECEMBER 18, 2020, MADE BY CLEVER LEAVES HOLDINGS INC. IN - Clever Leaves Holdings Inc.ea132007ex10-23_clever.htm
EX-10.4 - INVESTORS' RIGHTS AGREEMENT, DATED AS OF DECEMBER 18, 2020, AMONG CLEVER LEAVES - Clever Leaves Holdings Inc.ea132007ex10-4_clever.htm
EX-4.4 - ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT, DATED AS OF DECEMBER 18, 2020, A - Clever Leaves Holdings Inc.ea132007ex4-4_clever.htm
8-K - CURRENT REPORT - Clever Leaves Holdings Inc.ea132007-8k_cleverleaves.htm

Exhibit 10.17

 

Execution Version

 

COLLATERAL AGENCY ACCESSION – ADDITIONAL OBLIGORS

 

This Collateral Agency Accession is entered into and delivered by each of the undersigned on December 18, 2020.

 

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.

 

Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Intercreditor and Collateral Agency Agreement. This Collateral Agency Accession is being executed and delivered pursuant to Section 6.01(a) of the Intercreditor and Collateral Agency Agreement.

 

Joinder. Each of the undersigned hereby agrees to become party as an Obligor under the Intercreditor and Collateral Agency Agreement for all purposes thereof on the terms set forth therein, and to be bound by the terms of the Intercreditor and Collateral Agency Agreement as fully as if the undersigned had executed and delivered the Intercreditor and Collateral Agency Agreement as of the date thereof.

 

The provisions of Article 7 of said Intercreditor and Collateral Agency Agreement will apply with like effect to this Collateral Agency Accession.

 

[Signature page follows]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has executed and delivered this Collateral Agency Accession as of the date first written above.

 

  Clever Leaves Holdings Inc., as an Obligor

 

  By: /s/ Kyle Detwiler
    Name: Kyle Detwiler
    Title: Director

  

  1255096 B.C. Ltd., as an Obligor

 

  By: /s/ Kyle Detwiler
    Name: Kyle Detwiler
    Title:

  

  Clever Leaves US, Inc., as an Obligor

 

  By: /s/ Kyle Detwiler
    Name: Kyle Detwiler
    Title:

   

 

 

 

Acknowledged and agreed as of the date first written above:

 

  Clever Leaves International Inc.,
as an Obligor

 

  By: /s/ Kyle Detwiler
    Name: Kyle Detwiler
    Title:

 

  NS US HOLDINGS, Inc., as an Obligor

 

  By: /s/ Kyle Detwiler
    Name: Kyle Detwiler
    Title:

  

  HERBAL BRANDS, Inc., as an Obligor

 

  By: /s/ Kyle Detwiler
    Name: Kyle Detwiler
    Title:

  

  Northern swan International, Inc.,
as an Obligor

 

  By: /s/ Kyle Detwiler
    Name: Kyle Detwiler
    Title:

  

 

 

 

  Northern swan Management, Inc., as an Obligor

 

  By: /s/ Kyle Detwiler
    Name: Kyle Detwiler
    Title:

  

  Northern swan Deutschland holdings, Inc., as an Obligor

 

  By: /s/ Kyle Detwiler
    Name: Kyle Detwiler
    Title:

  

  Northern swan Portugal holdings, Inc., as an Obligor

 

  By: /s/ Kyle Detwiler
    Name: Kyle Detwiler
    Title: