13,000,000 Units Schultze Special Purpose Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • December 14th, 2018 • Schultze Special Purpose Acquisition Corp. • Blank checks • New York
Schultze Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • December 14th, 2018 • Schultze Special Purpose Acquisition Corp. • Blank checks • New York
This agreement (this “Agreement”) is made as of December 10, 2018 between Schultze Special Purpose Acquisition Corp., a Delaware corporation, with offices at 800 Westchester Avenue, Suite 632, Rye Brook, NY 10573 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004 (“Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 14th, 2018 • Schultze Special Purpose Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 10th day of December, 2018, by and among Schultze Special Purpose Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 20th, 2018 • Schultze Special Purpose Acquisition Corp. • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of September 25, 2018, is made and entered into by and between Schultze Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), and Schultze Special Purpose Acquisition Sponsor, LLC, a Delaware limited liability company (the “Buyer”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 14th, 2018 • Schultze Special Purpose Acquisition Corp. • Blank checks • New York
This Agreement is made as of December 10, 2018 by and between Schultze Special Purpose Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
EARLYBIRDCAPITAL, INC. New York, New York 10017 December 10, 2018Schultze Special Purpose Acquisition Corp. • December 14th, 2018 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Schultze Special Purpose Acquisition Corp., a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring shares of, engaging in a share exchange, share reconstruction, recapitalization and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-228494) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
December 10, 2018Underwriting Agreement • December 14th, 2018 • Schultze Special Purpose Acquisition Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Schultze Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. as representative (“Representative”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and one warrant, each warrant entitling the holder to purchase one share of Common Stock at a price of $11.50 (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT by and among SCHULTZE SPECIAL PURPOSE ACQUISITION cORP.,Business Combination Agreement • November 9th, 2020 • Schultze Special Purpose Acquisition Corp. • Blank checks • Delaware
SUBSCRIPTION AGREEMENTSubscription Agreement • November 9th, 2020 • Schultze Special Purpose Acquisition Corp. • Blank checks • New York
In connection with the proposed business combination (the “Transaction”) between Schultze Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), and Clever Leaves International Inc., a corporation organized under the laws of British Columbia, Canada (“Clever Leaves”), pursuant to that certain Amended and Restated Business Combination Agreement, dated as of November 9, 2020 (the “Business Combination Agreement”), by and among the Company, Clever Leaves, Clever Leaves Holdings Inc., a corporation organized under the laws of British Columbia, Canada (“Holdco”), and Novel Merger Sub Inc. a Delaware corporation, (a) the undersigned desires to subscribe for and purchase from the Company, and the Company desires to sell to the undersigned, that number of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), set forth on the signature page hereof for a purchase price of $9.50 per share (the “Per Share Price”), for the aggregate subscription
Schultze Special Purpose Acquisition Corp.Schultze Special Purpose Acquisition Corp. • December 14th, 2018 • Blank checks
This letter will confirm our agreement that, commencing on the date of our final prospectus (the “Effective Date”) prepared in connection with the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Schultze Special Purpose Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Schultze Special Purpose Acquisition Sponsor, LLC (the “Sponsor”) shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 800 Westchester Avenue, Suite 632, Rye Brook, NY 10573 (or any successor location). In exchange therefor, the Company shall pay the Sponsor an aggregate of up to $10,000 per mon
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 28th, 2018 • Schultze Special Purpose Acquisition Corp. • Blank checks • New York
This Agreement is made as of _____________, 2018 by and between Schultze Special Purpose Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • November 28th, 2018 • Schultze Special Purpose Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of ____________, 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”).
SECURITIES ASSIGNMENT AGREEMENTSecurities Assignment Agreement • November 20th, 2018 • Schultze Special Purpose Acquisition Corp. • Blank checks
This Securities Assignment Agreement is dated as of September 25, 2018 (this “Assignment”), by and among Schultze Special Purpose Acquisition Sponsor, LLC, a Delaware limited liability company (the “Seller”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • July 29th, 2020 • Schultze Special Purpose Acquisition Corp. • Blank checks • Delaware
TRANSACTION SUPPORT AGREEMENT, dated as of July 25, 2020 (this “Agreement”), by and among SCHULTZE SPECIAL PURPOSE ACQUISITION SPONSOR, LLC, a Delaware limited liability company (“Sponsor”), CLEVER LEAVES INTERNATIONAL INC., a corporation organized under the laws of British Colombia, Canada (the “Company”), CLEVER LEAVES HOLDINGS INC., a corporation organized under the laws of British Columbia, Canada (“Holdco”), and SCHULTZE SPECIAL PURPOSE ACQUISITION CORP., a Delaware corporation (“SPAC”).
SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • July 29th, 2020 • Schultze Special Purpose Acquisition Corp. • Blank checks • Delaware
SHAREHOLDER SUPPORT AGREEMENT, dated as of July 25, 2020 (this “Agreement”), by and among SCHULTZE SPECIAL PURPOSE ACQUISITION CORP, a Delaware corporation (“SPAC”), CLEVER LEAVES HOLDINGS INC., a corporation organized under the laws of British Columbia, Canada (“Holdco”), and certain of the shareholders of CLEVER LEAVES INTERNATIONAL INC., a corporation organized under the laws of British Columbia, Canada (the “Company”), whose names appear on the signature pages of this Agreement (each, a “Shareholder” and, collectively, the “Shareholders”).
Schultze Special Purpose Acquisition Corp.Schultze Special Purpose Acquisition Corp. • November 28th, 2018 • Blank checks
This letter will confirm our agreement that, commencing on the date of our final prospectus (the “Effective Date”) prepared in connection with the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Schultze Special Purpose Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Schultze Special Purpose Acquisition Sponsor, LLC (the “Sponsor”) shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 800 Westchester Avenue, Suite 632, Rye Brook, NY 10573 (or any successor location). In exchange therefor, the Company shall pay the Sponsor an aggregate of up to $10,000 per mon
ContractTransaction Support Agreement • November 9th, 2020 • Schultze Special Purpose Acquisition Corp. • Blank checks • Delaware
AMENDMENT NO. 1, dated as of November 9, 2020 (this “Amendment”), to the TRANSACTION SUPPORT AGREEMENT, dated as of July 25, 2020 (the “Agreement”), by and among SCHULTZE SPECIAL PURPOSE ACQUISITION SPONSOR, LLC, a Delaware limited liability company (“Sponsor”), CLEVER LEAVES INTERNATIONAL INC., a corporation organized under the laws of British Colombia, Canada (the “Company”), CLEVER LEAVES HOLDINGS INC., a corporation organized under the laws of British Columbia, Canada (“Holdco”), and SCHULTZE SPECIAL PURPOSE ACQUISITION CORP., a Delaware corporation (“SPAC”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • December 14th, 2018 • Schultze Special Purpose Acquisition Corp. • Blank checks • New York
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”).
