Clever Leaves Holdings Inc. (Form: S-8 POS, Received: 03/15/2021 17:29:37)

As filed with the Securities and Exchange Commission on March 15, 2021

Registration No. 333-241707

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT No. 2,

ON FORM S-8, TO FORM S-4

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

CLEVER LEAVES HOLDINGS INC.

(Exact name of registrant as specified in its charter)

British Columbia, Canada		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

489 Fifth Avenue, 27^th Floor New York, New York		10017
(Address of principal executive offices)		(Zip Code)

CLEVER LEAVES INTERNATIONAL INC. (F/K/A NORTHERN SWAN HOLDINGS, INC.)

2018 OMNIBUS INCENTIVE COMPENSATION PLAN, AS AMENDED

NON-PLAN STOCK OPTION GRANT AGREEMENTS

(Full title of the plans)

Kyle Detwiler

489 Fifth Avenue, 27^th Floor

New York, New York 10017

(646) 880-4382

(Name, address and telephone number, including area code, of agent for service)

Copies to:

David M. Kastin, Esq.

Clever Leaves Holdings Inc.

489 Fifth Avenue, 27^th Floor

New York, New York 10017

(646) 880-4382

Pamela L. Marcogliese, Esq.

Lori D. Goodman, Esq.

Freshfields Bruckhaus Deringer US LLP

601 Lexington Avenue

New York, New York 10022

(212) 277-4000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered

Amount

to be

Registered⁽¹⁾

Proposed

Maximum

Offering Price

per Share⁽²⁾

Proposed

Maximum

Aggregate

Offering Price

Amount of

Registration Fee

Common shares, without par value, issuable under outstanding stock options granted pursuant to the Clever Leaves International Inc. (f/k/a Northern Swan Holdings, Inc.) 2018 Omnibus Incentive Compensation Plan, as amended

741,799

N/A

Common shares, without par value, issuable under outstanding stock options granted pursuant to the Non-Plan Stock Option Grant Agreements

41,841

N/A

Total

783,640

N/A

(1)

This Post-Effective Amendment No. 2 on Form S-8 (this “Post-Effective Amendment”) covers common shares, without par value (the “Shares”), of Clever Leaves Holdings Inc. (the “Registrant”), originally registered on its Registration Statement on Form S-4 (No. 333-241707) (as amended, the “Original Registration Statement”), to which this filing is a post-effective amendment. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Post-Effective Amendment shall also cover any additional Shares which become issuable under (i) the Clever Leaves International Inc. (f/k/a Northern Swan Holdings, Inc.) 2018 Omnibus Incentive Compensation Plan, as amended (the “2018 Plan”), and (ii) the Non-Plan Stock Option Grant Agreements (the “Non-Plan Agreements” and, together with the 2018 Plan, the “Plans”) being registered pursuant to this Post-Effective Amendment by reason of any share dividend, share split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding Shares.

(2)

The registration fee in respect of the Shares was paid previously at the time of filing the Original Registration Statement.

EXPLANATORY NOTE

This Post-Effective Amendment is being filed solely for the purpose of (i) updating the cover page and the Calculation of Registration Fee table set forth in the Post-Effective Amendment No. 1 on Form S-8 filed with the Commission on February 26, 2021 to reflect the allocation of the total Shares issuable under outstanding stock options granted pursuant to the 2018 Plan and the Non-Plan Agreements, and (ii) including a form of Non-Plan Agreement as Exhibit 10.4.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information*

Item 2. Registrant Information and Employee Plan Annual Information*

* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Post-Effective Amendment in accordance with Rule 428 under the Securities Act and the “Note” to Part I of Form S-8. The documents containing the information specified in this Part I of Form S-8 will be sent or given to the participants (“participants”) in the Plans covered by this Post-Effective Amendment, as specified by the U.S. Securities and Exchange Commission (the “Commission”), pursuant to Rule 428(b)(1) under the Securities Act. Such documents are not required to be and are not filed with the Commission either as part of this Post-Effective Amendment or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Post-Effective Amendment pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed by the Registrant with the Commission are incorporated as of their respective dates in this Post-Effective Amendment by reference:

●

the Registrant’s prospectus filed with the Commission on February 1, 2021, including all amendments and exhibits thereto, pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-1 (File No. 333-252241);

●

the Registrant’s Current Reports on Form 8-K, filed with the Commission on December 22, 2020, December 23, 2020, December 28, 2020, January 15, 2021 and February 22, 2021; and

●

the description of the Registrant’s Shares contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on December 18, 2020 (File No. 001-39820), including any amendment or report filed for the purpose of updating such description.

All other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (except for any portions of the Registrant’s Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof and any corresponding exhibits thereto not filed with the Commission, and other documents or information deemed furnished but not filed under the rules of the Commission), prior to the filing of a post-effective amendment to this Post-Effective Amendment that indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Post-Effective Amendment and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Post-Effective Amendment to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Post-Effective Amendment.

Item 4. Description of Securities

Not required.

Item 5. Interests of Named Experts and Counsel

None.

Item 6. Indemnification of Directors and Officers

Under the Business Corporations Act (British Columbia) (“BCA”), a company may indemnify a director or officer, a former director or officer, or a person who acts or acted at the company’s request as a director or officer, or an individual acting in a similar capacity, of another entity, which we refer to as an eligible party, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal, administrative, investigative or other proceeding in which he or she is involved because of that association with the company or other entity, if: (1) the individual acted honestly and in good faith with a view to the best interests of such company or the other entity, as the case may be; and (2) in the case of a proceeding other than a civil proceeding, the individual had reasonable grounds for believing that the individual’s conduct was lawful. A company cannot indemnify an eligible party if it is prohibited from doing so under its articles, even if it had agreed to do so by an indemnification agreement (provided that the articles prohibited indemnification when the indemnification agreement was made). A company may advance the expenses of an eligible party as they are incurred in an eligible proceeding only if the eligible party has provided an undertaking that, if it is ultimately determined that the payment of expenses was prohibited, the eligible party will repay any amounts advanced. On application from an eligible party, a court may make any order the court considers appropriate in respect of an eligible proceeding, including the indemnification of penalties imposed or expenses incurred in any such proceedings and the enforcement of an indemnification agreement.

The Registrant’s amended and restated articles (the “Articles”) require the Registrant to indemnify an eligible party and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Registrant must after final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each eligible party is deemed to have contracted with the Registrant on the terms of the indemnity contained in the Articles. Subject to the BCA, the Registrant may also indemnify any other person. In addition, the Articles specify that failure of an eligible party to comply with the provisions of the BCA or the Articles, or if applicable, any former legislation or articles, will not invalidate any indemnity to which he or she is entitled. The Articles also allow for the Registrant to purchase and maintain insurance for the benefit of specified eligible parties.

The Registrant entered into indemnity agreements with the Registrant’s directors and certain officers (the “Nominees”). Subject to certain limited exceptions, the indemnity agreements provide indemnification for all liabilities or obligations imposed upon or incurred by each Nominee and his or her heirs, executors, administrators and personal representatives (each, an “indemnitee” and, collectively, the “indemnitees”) at law, in equity or under any statute or regulation and all expenses in relation to any claim, action, proceeding, investigation, or order whether civil, criminal or administrative and whether made or commenced by any person by reason of: (i) the Nominee being or having been a director, alternate director, officer or a person in an equivalent position of the Registrant or any associated corporation (as defined in the BCA), or (ii) any act or omission, whether or not negligent, of the Nominee acting as a director, alternate director, officer or a person in an equivalent position of the Registrant or any associated corporation, including without limitation, legal fees and disbursements and all costs of investigation and defense incurred by the indemnitees as permitted by applicable law and pursuant to the indemnity agreement.

The Registrant may purchase insurance policies relating to certain liabilities that our directors and officers may incur in such capacity.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

The exhibits listed on the exhibit index at the end of this Post-Effective Amendment are included in this Post-Effective Amendment.

Item 9. Undertakings

(a) The undersigned Registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Post-Effective Amendment:

(i)

to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

to reflect in the prospectus any facts or events arising after the effective date of this Post-Effective Amendment (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Post-Effective Amendment; and

(iii)

to include any material information with respect to the plan of distribution not previously disclosed in this Post-Effective Amendment or any material change to such information in this Post-Effective Amendment.

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Post-Effective Amendment.

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Post-Effective Amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) The undersigned Registrant hereby undertakes that, insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

EXHIBITS

Exhibit No.		Description

3.1		Amended and Restated Articles of Clever Leaves Holdings Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-39820) filed with the Commission by the Registrant on December 23, 2020).

4.1		Specimen Common Share Certificate of Clever Leaves Holdings Inc. (incorporated by reference to Exhibit 4.4 to Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-241707) filed with the Commission by the Registrant on November 9, 2020).

4.2		Specimen Warrant Certificate of Clever Leaves Holdings Inc. (incorporated by reference to Exhibit 4.5 to Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-241707) filed with the Commission by the Registrant on November 9, 2020).

4.3		Warrant Agreement, dated December 10, 2018, between Schultze Special Purpose Acquisition Corp. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-38760) filed with the Commission by Schultze Special Purpose Acquisition Corp. on December 14, 2018).

4.4		Assignment, Assumption and Amendment Agreement, dated as of December 18, 2020, among Clever Leaves Holdings Inc., Schultze Special Purpose Acquisition Corp. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.4 of the Current Report on Form 8-K (File No. 001-39820) filed with the Commission by the Registrant on December 28, 2020).

5.1*		Opinion of Dentons Canada LLP, counsel to the Registrant, regarding the legality of the securities being offered hereby (including consent).

10.1		Clever Leaves International Inc. (f/k/a Northern Swan Holdings, Inc.) 2018 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.31 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-241707) filed with the Commission by the Registrant on September 11, 2020).

10.2		Amendment No. 1 to Clever Leaves International Inc. (f/k/a Northern Swan Holdings, Inc.) 2018 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.32 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-241707) filed with the Commission by the Registrant on September 11, 2020).

10.3		Amendment No. 2 to Clever Leaves International Inc. (f/k/a Northern Swan Holdings, Inc.) 2018 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.33 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-241707) filed with the Commission by the Registrant on September 11, 2020).

10.4*		Form of Non-Plan Stock Option Grant Agreement.

23.1*		Consent of BDO Canada LLP.

23.2*		Consent of Marcum LLP.

23.3*		Consent of Dentons Canada LLP (included in Exhibit 5.1).

24.1		Power of Attorney (incorporated by reference to the signature page to the Post-Effective Amendment No. 1 on Form S-8 (File No. 333-241707) filed with the Commission by the Registrant on February 26, 2021).

Filed herewith

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York on the 15^th day of March, 2021.

CLEVER LEAVES HOLDINGS INC.

By:	/s/ Kyle Detwiler
	Name:	Kyle Detwiler
	Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Kyle Detwiler	Chief Executive Officer and Chairman of the Board	March 15, 2021
Kyle Detwiler	(Principal Executive Officer)

*	Chief Financial Officer	March 15, 2021
Henry R. Hague, III	(Principal Financial and Accounting Officer)

*	Director	March 15, 2021
Etienne Deffarges

*	Director	March 15, 2021
Elisabeth DeMarse

*	Director and President	March 15, 2021
Andres Fajardo

*	Director	March 15, 2021
Gary M. Julien

Kyle Detwiler signs this Post -Effective Amendment No. 2 to the Registration Statement on behalf of the indicated persons for whom he is attorney-in-fact, pursuant to the power of attorney included on the signature page of the Post -Effective Amendment No. 1 to the Registration Statement filed with the Commission on February 26, 2021.

By:	/s/ Kyle Detwiler
	Kyle Detwiler
	Attorney-in-fact

Dated: March 15, 2021

Exhibit 5.1

Dentons Canada LLP
20th Floor, 250 Howe Street
Vancouver, BC, Canada V6C 3R8

dentons.com

March 15, 2021

File No.: 571370-2

Clever Leaves Holdings Inc.
489 Fifth Avenue,
27th Floor, New York,
New York 10017
United States

Dear Sirs/Mesdames:

Re:

Clever Leaves Holdings Inc. – Registration Statement on Form S-8

We have acted as Canadian counsel to Clever Leaves Holdings Inc., a corporation organized under the laws of the Province of British Columbia, Canada (the “Corporation”), in connection with the filing of a Registration Statement on Form S-8 (the “Registration Statement”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Act”). The Registration Statement relates to the issuance of up to an aggregate of 783,640 common shares without par value in the capital of the Corporation (the “Option Shares”) issuable on exercise of certain options of the Corporation consisting of:

(a) 741,799 common shares (the “2018 Plan Shares”) in the capital of the Corporation issuable upon the exercise of option grants (the “2018 Plan Options”) made under the Northern Swan Holdings, Inc. 2018 Omnibus Incentive Compensation Plan (the “2018 Equity Plan”); and

(b) 41,841 common shares (the “Non-Plan Shares”, and together with the 2018 Plan Shares, the “Option Shares”) in the capital of the Corporation issuable upon the exercise of grants (the “Non-Plan Options”, and together with the 2018 Plan Options, the “Options”) made on July 14, 2020 pursuant to non-plan grant agreements (the “Non-Plan Agreements”, and together with the 2018 Equity Plan, the “Option Terms”) of Clever Leaves International Inc. (“CLI”).

Documents Reviewed and Reliance

As Canadian counsel to the Corporation, we have participated in the preparation of and examined original executed or electronically delivered copies, which have been certified or otherwise identified to our satisfaction, of:

the Registration Statement;

the 2018 Equity Plan;

the form of the Non-Plan Agreements approved by CLI on July 14, 2020;

(a) resolutions of the directors of CLI and of the Corporation with respect to the 2018 Equity Plan and the grant of the 2018 Plan Options and the issuance of the 2018 Plan Shares, including a resolution of the director of the Corporation dated November 9, 2020, assuming the obligations of CLI under the 2018 Equity Plan; and (b) resolutions of the directors of CLI dated July 14, 2020, with respect to the grant of the Non-Plan Options, and a resolution of the director of the Corporation dated November 9, 2020, assuming the obligations of CLI under the Non-Plan Agreements and the obligation to issue the Non-Plan Shares upon exercise of the Non-Plan Options, together, the “Authorizing Resolutions”,

collectively, the “Transaction Documents”.

We have also made such investigations and examined originals or copies, certified or otherwise identified to our satisfaction, of such certificates of public officials and of such other certificates, documents and records as we considered necessary or relevant for purposes of the opinions expressed below, including:

a certificate of good standing dated March 15, 2021 issued pursuant to the Business Corporations Act (British Columbia) relating to the Corporation; and

a certificate signed by the General Counsel and Corporate Secretary of the Corporation addressed to our firm, certifying certain additional corporate information of a factual nature and attaching the Authorizing Resolutions (the “Officer’s Certificate”).

Laws Addressed

We are qualified to practice law in the Province of British Columbia and our opinion herein is restricted to the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

Assumptions

For the purposes of the opinions expressed herein, we have assumed, without independent investigation, the following:

with respect to all documents examined by us, the genuineness of all signatures, the authenticity, completeness and accuracy of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified, conformed, telecopied, PDF or photocopied copies of originals and the legal capacity of individuals signing any documents;

the completeness, accuracy and currency of the indices and filing systems maintained at the public offices where we have searched or made relevant inquiries and of other documents and certificates supplied by public officials;

the Officer’s Certificate continues to be accurate on the date hereof;

the Non-Plan Options are in the form of the Non-Plan Agreements;

all necessary consents, authorizations, approvals, permits or certificates (governmental or otherwise) which are required as a condition to the execution and delivery of each of the Transaction Documents by the parties thereto and to the consummation by such parties of the transactions contemplated thereby have been obtained; and

the minute books and corporate records of the Corporation made available to us are the original minute books and records of the Corporation and contain all of the articles and constating documents of the Corporation and any amendments thereto and all of the respective minutes, or copies thereof, of all proceedings of the shareholders and directors.

Reliance

For the purposes of expressing the opinions set forth herein, in connection with certain factual matters pertaining to this opinion, we have relied exclusively and without independent investigation upon the Officer’s Certificate.

Opinions

Based upon and relying on the foregoing and the qualifications hereinafter expressed, we are of the opinion that the Option Shares have been authorized for issuance and when issued in compliance with the provisions of the Option Terms, including the receipt by the Corporation of any exercise price of the Options, the Option Shares will be validly issued, fully paid and non-assessable common shares in the capital of the Corporation.

Qualifications

Whenever our opinion refers to securities of the Corporation, whether issued or to be issued, as being “fully-paid and non-assessable”, such phrase means that the holders of such securities will not, after the issuance to them of such securities, be liable to pay further amounts to the Corporation in respect of the issue price payable for such securities, and no opinion is expressed as to the adequacy of any consideration received by the Corporation therefor.

For greater certainty, a specific assumption, limitation or qualification in this opinion is not to be interpreted to restrict the generality of any other assumption, limitation or qualification expressed in general terms in this opinion that includes the subject matter of the specific assumption, limitation or qualification.

We hereby consent to the reference to us under the heading “Legal Matters” in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 or Section 11 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

The opinions are given as at the date hereof and we disclaim any obligation or undertaking to advise any person of any change in law or fact that may come to our attention after the date hereof. Our opinions do not take into account any proposed rules, policies or legislative changes that may come into force following the date hereof.

	Very truly yours,

	/s/ Dentons Canada LLP

Exhibit 10.4

Non-Plan Stock Option Grant Agreement

Name of Grantee:	[●]	(the “Grantee”)

No. of Shares Underlying Options:	[●]	(the “Underlying Shares”)

Grant Date:	July [●], 2020	(the “Grant Date”)

Vesting Date:	April 17, 2022	(the “Vesting Date”)

Expiration Date:	April 17, 2023	(the “Expiration Date”)

Option Price/Share:	$0.001	(the “Option Price”)

Clever Leaves International Inc. (together with all successors thereto, the “Company”), a corporation organized under the laws of British Columbia, hereby grants to the Grantee, an option to purchase, on or prior to the Expiration Date (or such earlier date as provided in Section 3 below), all or any part of the number of Shares of Common Stock of the Company indicated above (the “Underlying Shares,” with such Shares once issued being referred to herein as “Option Shares”) at the Option Price per share indicated above (the “Option”). The Option shall be issued in one tranche exercisable for the Underlying Shares and shall be subject to time-based vesting criteria and the Option grant shall be referred to herein as the “Time-Vested Option.”

Notwithstanding that the Option Shares do not comprise part of the available pool of Shares reserved for delivery under the Clever Leaves International Inc. 2018 Omnibus Incentive Compensation Plan, as amended (the “Plan”), the terms of the Plan are incorporated by reference into this Stock Option Agreement (“Agreement”), and this Option and any Option Shares shall be subject to, and governed by, all the terms and conditions of the Plan, with necessary changes made (including, without limitation, Section 18.5 thereof concerning certain restrictions on transfer of Option Shares and related matters), except in each case to the extent the Plan would conflict with the terms of the Option expressly set forth in this Agreement. Except as set forth in the immediately preceding sentence, to the extent there is any inconsistency between the terms of the Plan and this Agreement, the terms of the Plan shall control. A copy of the Plan is attached to this Agreement.

All capitalized terms used in this Agreement and not otherwise defined shall have the respective meanings given such terms in the Plan.

Vesting and Exercisability. The Option shall vest and become exercisable as follows:

1. Time-Vested Option. Subject to Section 1(b) below, 100% of the Time-Vested Option shall vest and become exercisable on the Vesting Date, provided that the Grantee remains in continuous service with the Company or any of its Affiliates through each applicable vesting date. In the event that the Grantee incurs a Termination of Affiliation initiated by the Company (or any of its Affiliates) without Cause during the one (1) year period commencing on the closing of a Change in Control, the Time-Vested Option (to the extent not previously terminated) shall be fully vested and exercisable upon such Termination of Affiliation.

Exercise of Option. Prior to the Expiration Date (or such earlier date provided in this Section 2), the Grantee may exercise this Option by delivering an Option exercise notice (an “Exercise Notice”) in the form of Appendix A hereto indicating his or her election to purchase some or all of the Underlying Shares with respect to which this Option is then vested and exercisable at the time of such notice. The Option may not be exercised with respect to any fractional shares.

1. Termination of Affiliation. Except as the Committee may otherwise expressly provide, or as may otherwise be expressly provided in any agreement between the Company and the Grantee, if the Grantee has a Termination of Affiliation with the Company and all of its Affiliates, the period within which the Grantee may exercise this Option to the extent then vested and exercisable may be subject to earlier termination as set forth below:

(a) Termination of Affiliation Due to Death or Disability. If the Grantee’s Termination of Affiliation occurs by reason of such Grantee’s death or Disability, this Option may be exercised, to the extent vested and exercisable on the date of such termination, by the Grantee or by the Grantee’s legal representative or legatee for a period of twelve (12) months from the date of such termination or until the Expiration Date, if earlier.

(b) Termination for Cause. If the Grantee has a Termination of Affiliation for Cause, all Options (unvested and vested) shall terminate immediately.

(c) Other Termination. If the Grantee’s Termination of Affiliation occurs for any reason other than death or Disability or Cause, this Option may be exercised, to the extent exercisable on the date of such termination, by the Grantee for a period of three months from the date of termination or until the Expiration Date, if earlier.

2. Treatment of Unvested Options on Termination of Affiliation. Any portion of this Option that is not vested or exercisable on the date of the Grantee’s Termination of Affiliation for any reason shall terminate immediately and be null and void and of no further force and effect. For the purpose of this Section 2, the date of the Grantee’s Termination of Affiliation shall be calculated without reference to any period of notice of termination under contract, statute or common law, regardless of whether such Termination of Affiliation was lawful or whether notice of termination (or pay in lieu) was provided to the Grantee.

Status of Option. This Option is intended to qualify as an “incentive stock option” as defined in Section 422(b) of the Code. Notwithstanding any provision in this Agreement to the contrary, to the extent that any portion of this Option exceeds $100,000 Limit (as described in Section 6.4(d) and (e) of the Plan) such portion of the Option shall not qualify as an “incentive stock option.” In addition, this Option shall not qualify as an “incentive stock option” with respect to the portion of the Option that is exercised more than 3 months after the Grantee ceases to be an employee of the Company or any Subsidiary for any reason other than the Grantee’s death or Disability.

Disqualifying Dispositions. Within 10 days after any Disqualifying Disposition (as defined in Section 6.4(f) of the Plan) of Option Shares acquired upon exercise of this Option, the Grantee shall notify the Company of such Disqualifying Disposition.

Requirements Under Applicable Securities Laws. The Grantee represents and agrees for the Grantee and the Grantee’s transferees by will or the laws of descent and distribution that, unless a registration statement under the U.S. Securities Act of 1933, as amended, is in effect as to Option Shares purchased upon any exercise of this Option, (a) any and all Option Shares so purchased will be acquired for the personal account of the Grantee (or such other person entitled to exercise this Option) and not with a view to or for sale in connection with any distribution, and (b) each notice of the exercise of any portion of this Option is accompanied by a representation and warranty in writing, signed by the Grantee (or such other person entitled to exercise this Option), that the Option Shares are being so acquired in good faith for his or her personal account and not with a view to or for sale in connection with any distribution. Such writing will be in a form as required by Company and its counsel to ensure that the issuance of the Option Shares being purchased complies with all United States federal and relevant state securities laws.

Miscellaneous Provisions.

1. Shareholders’ Agreement and Power of Attorney. No Option Shares shall be issued to the Grantee pursuant to the exercise of this Option unless and until the Grantee has executed and become party to the Shareholders’ Agreement, if any is then in effect, and has executed a power of attorney in favor of the Company in the form attached to the Plan as Schedule A.

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2. Change and Modifications. This Agreement may not be orally changed, modified or terminated, nor shall any oral waiver of any of its terms be effective. This Agreement may be changed, modified or terminated only by an agreement in writing signed by the Company and the Grantee or as otherwise provided in the Plan.

3. Notices. All notices, requests, consents and other communications shall be in writing and be deemed given when delivered personally, by electronic transmission (including email) or when received if mailed by first class registered or certified mail, postage prepaid. Notices to the Company or the Grantee shall be addressed as set forth underneath their signatures below, or to such other address or addresses as may have been furnished by such party in writing to the other. Grantee acknowledges receipt of the Plan including Amendment Nos. 1 and 2 thereto on or prior to the date hereof. Notices of changes to the Plan will be provided to the Grantee in due course.

4. Counterparts. For the convenience of the parties and to facilitate execution, this Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.

[The remainder of this page is intentionally blank; signature page follows.]

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The foregoing Agreement is hereby accepted, and the terms and conditions thereof hereby agreed to by the undersigned as of the date first above written.

CLEVER LEAVES INTERNATIONAL INC.

By:
	Name:	Kyle Detwiler
	Title:	Chief Executive Officer

Address:		489 Fifth Avenue, 27^th Floor New York, NY 10017
		kyle.detwiler@cleverleaves.com

The undersigned hereby acknowledges receiving and reviewing a copy of the Plan, including, without limitation, Section 18.5 thereof, and understands that the Option granted hereby is subject to the terms of the Plan and of this Agreement. This Agreement is hereby accepted, and the terms and conditions thereof and of the Plan hereby agreed to, by the undersigned as of the date first above written.

	GRANTEE:


	Name:

	Address:



	Email:

DESIGNATION OF BENEFICIARY:

Beneficiary’s Address:

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Appendix A

STOCK OPTION EXERCISE NOTICE

Clever Leaves International Inc.

Attention: Corporate Secretary

Pursuant to the terms of the stock option agreement between myself and Clever Leaves International Inc. (the “Company”) dated (the “Agreement”), I, [Insert Name] , hereby [Circle One] partially/fully exercise such Option by including herein payment in the amount of $ representing the purchase price for [Fill in number of Underlying Shares] Option Shares. I have chosen the following form(s) of payment:

	☐	1. Cash
	☐	2. Personal, certified or bank check payable to Clever Leaves International Inc.
	☐	3. Wire transfer, or
	☐	4. Other (as described in the Plan (please describe))

In connection with my exercise of the Option as set forth above, I hereby represent and warrant to the Company as follows:

(a) I have executed the Power of Attorney in the form attached as Schedule A of the Plan (a copy of which is attached to this Exercise Notice) and I have executed and become a party to the Shareholders’ Agreement.

(b) I am purchasing the Option Shares for my own account for investment only, and not for resale or with a view to the distribution thereof.

(c) I have had such an opportunity as I have deemed adequate to obtain from the Company such information as is necessary to permit me to evaluate the merits and risks of my investment in the Company and have consulted with my own advisers with respect to my investment in the Company.

(d) I have sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the purchase of the Option Shares and to make an informed investment decision with respect to such purchase.

(e) I can afford a complete loss of the value of the Option Shares and am able to bear the economic risk of holding such Option Shares for an indefinite period of time.

(f) I understand that the Option Shares may not be registered under the U.S. Securities Act of 1933 (it being understood that the Option Shares are being issued and sold in reliance on the exemption provided in Rule 701 thereunder) or any applicable state securities or “blue sky” laws and may not be sold or otherwise transferred or disposed of in the absence of an effective registration statement under the U.S. Securities Act of 1933 and under any applicable state securities or “blue sky” laws (or exemptions from the registration requirements thereof). I further acknowledge that certificates representing Option Shares will bear restrictive legends reflecting the foregoing.

(g) I understand and agree that the Option Shares when issued will continue to be subject to the transfer and other restrictions imposed under the Company’s corporate charter or by-laws and under Section 18.5 of the Plan and that certificates representing Option Shares will bear restrictive legends reflecting such transfer and other restrictions.

	Sincerely yours,


	Name:

	Address:

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Schedule A

Power of Attorney

TO: Clever Leaves International Inc. (the “Company”)

Defined terms herein shall have the meaning ascribed to them in the Company’s 2018 Omnibus Incentive Compensation Plan to which this Schedule A is attached.

The Grantee does hereby constitute and appoint the Chief Executive Officer of the Company as the true and lawful attorney for the Grantee, and in the name, place and stead of the Grantee, to (i) vote at and to execute and deliver any and all proxies relating to any meeting of shareholders of the Company, or any adjournments thereof, (ii) to execute on behalf of the Grantee, any resolution or other document, agreement or other instrument in writing to be executed by the shareholders of the Company (except any amendment to this power of attorney), with respect to an Award, and (iii) to execute and deliver all deeds, transfers, assignments and assurances necessary to effectively transfer Shares issued pursuant to any Award under this Plan.

(a) The provisions of this Power of Attorney relating to the Shares shall apply, mutatis mutandis to any shares or securities into which the Shares may be converted, exchanged, changed, reclassified, redesignated, subdivided or consolidated, any shares or securities which entitle the holder thereof to vote at any meeting of shareholders of the Company which may be distributed on the Shares as a stock dividend or otherwise and any shares or securities of the Company or of any successor Company which may be received on or in respect of the Shares on a reorganization, amalgamation, consolidation or merger, statutory or otherwise.

(b) This Power of Attorney shall be governed by and construed in accordance with the laws of the Province of Ontario. This Power of Attorney is not intended to be a continuing power of attorney within the meaning of and governed by the Substitute Decisions Act (Ontario), or any similar power of attorney under equivalent legislation in any of the provinces or territories of Canada (a “CPOA”). The execution of this Power of Attorney does not terminate any CPOA granted previously and this Power of Attorney is not terminated by the execution by the Grantee in the future of a CPOA, and the Grantee hereby agrees not to take any action that results in the termination of this Power of Attorney prior to any termination of the Shareholders’ Agreement. Any proxy executed and delivered pursuant hereto relating to any meeting of Shareholders or any adjournments thereof shall revoke any proxy otherwise executed and delivered by or on behalf of the Grantee with respect to such meeting or any adjournments thereof, regardless of the respective dates thereof.

(c) Such appointment, being coupled with an interest, is irrevocable by the Grantee and shall not be revoked by the insolvency, bankruptcy, death, incapacity, dissolution, liquidation or other termination of the existence of the Grantee and the Grantee agrees to ratify and confirm all that the Secretary of the Company may do or cause to be done pursuant to the foregoing. In furtherance of this Schedule A, the Shareholder shall, if requested by the Company, execute a stock transfer power in such form as may be supplied by the Company.

(d) This Power of Attorney shall terminate automatically upon the earlier of (i) the termination of the Shareholders’ Agreement or upon closing of an initial public offering of the Company’s Common Stock or upon such Common Stock otherwise becoming publicly traded.

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SIGNED, SEALED AND DELIVERED in the presence of:	)
	)
	)
	)
Witness		Grantee

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

Clever Leaves Holdings Inc.
New York, New York

We hereby consent to the incorporation by reference in the prospectus constituting a part of this Post-Effective Amendment No. 2, on Form S-8, to the Registration Statement on Form S-4 of Clever Leaves Holdings Inc., of our report dated September 10, 2020 relating to the consolidated financial statements of Clever Leaves International Inc. (the “Company”), which is contained in the prospectus forming a part of the Registration Statement on Form S-1, filed with the Securities and Exchange Commission. Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.

We also consent to the reference to us under the caption “Experts” in the prospectus.

/s/ BDO Canada LLP

Vancouver, Canada
March 15, 2021

Exhibit 23.2

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

We consent to the incorporation by reference in this Registration Statement of Clever Leaves Holdings, Inc. on Post-Effective Amendment No.2, on Form S-8, to Form S-4 [File No. 333-241707] of our report dated March 10, 2020, with respect to our audits of the financial statements of Schultze Special Purpose Acquisition Corp. as of December 31, 2019 and 2018 and for the year ended December 31, 2019 and for the period from June 11, 2018 (inception) through December 31, 2018, which report appears in the Prospectus, which is part of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission. We were dismissed as auditors on January 14, 2021 and, accordingly, we have not performed any audit or review procedures with respect to any financial statements appearing in such Prospectus for the periods after the date of our dismissal.

/s/ Marcum LLP

Marcum LLP

New York, NY

March 15, 2021