CONSIDERING that PSPC, Holdco, the Company and NOVEL MERGER SUB INC., a Delaware corporation and a direct wholly-owned subsidiary of Holdco (« Merger Sub-Company »), propose to simultaneously enter into a business combination agreement (the « BCA »; capitalized terms used in this Agreement but not defined will have the meanings ascribed to those terms in the BCA) that provides: including, but not limited to, a business combination between Holdco, PSPC, the Company and Merger Sub; and 5.8 counterparts. This Agreement may be signed in two or more counterparties (including by fax or other electronic means), all of which shall be deemed to be the same agreement and shall enter into force if the counterparties have been signed by either Party and delivered to the other Party, provided that not all Parties are required to sign the same Counterparty. a) Ownership. To the knowledge of the holder, with respect to the existing shares and at any time during the term of this Agreement, the holder shall continue to have beneficial ownership, good and valid ownership and full and exclusive power to give written consents, to give instructions concerning the matters referred to in Article II, to accept all matters set forth in this Agreement and to transfer the shares. The existing shares represent all shares of the Company held or preferred by the holder as of the date of this press release. Outside this agreement and the second agreement on voting rights amended and amended by 10. August 2020 between the Company, the Holder and certain other shareholders of the Company, there are no agreements or arrangements of any kind, conditional or otherwise, to which the holder is a party, which currently obliges the holder to transfer or have transferred any of the shares to any person. and no person currently has the contractual or other right or obligation to acquire or acquire shares. NOW, THEREFORE, taking into account the mutual obligations, representations, warranties and agreements contained herein, and with the intention of being legally bound by it, the parties agree to the following: The shareholder agreements are different from the articles of association of the Company. Although the articles of association are binding and describe the regulation of the company`s business activities, a shareholders` agreement is optional. This document is often written by and for shareholders and describes certain rights and obligations.
This can be very useful if a company has a small number of active shareholders. Many entrepreneurs who start startups will want to write a shareholders` agreement for the first parties. The aim is to clarify what the parties had originally planned; When disputes arise, as the business matures and changes, a written agreement can help resolve issues by serving as a point of reference. Entrepreneurs can also indicate who can be a shareholder, what happens when a shareholder is no longer able to actively own their shares (p.B. becomes disabled, dies, resigns or is fired) and who has the right to be a member of the board of directors. SHAREHOLDER SUPPORT AGREEMENT, dated 25. July 2020 (this « Agreement »), by and between SCHULTZE SPECIAL PURPOSE ACQUISITION CORP., a Delaware corporation (« PSPC »), CLEVER LEAVES HOLDINGS INC., a corporation incorporated under the laws of British Columbia, Canada (« Holdco »), and certain shareholders of CLEVER LEAVES INTERNATIONAL INC., a corporation incorporated under the laws of the United Kingdom, Canada (the « Company »), whose names appear on the signing pages of this Agreement (each, a « Shareholder ») and collectively, the « Shareholders »). (b) Each Shareholder hereby acknowledges, undertakes and agrees that such Shareholder will not grant any loan during the Acquisition Period without the prior written consent of Holdco; Offer; deposit; sell; sales contract; sell any option or purchase agreement; buy an option or a contract of sale; grant an option, right or purchase warrant; or otherwise the direct or indirect transfer or assignment of covered securities, or (ii) enter into or permit the existence of a swap or other arrangement, or that transfers the economic consequences of ownership of the relevant securities, in whole or in part, directly or indirectly, to another, whether such transaction is described in clause (i) or (ii) above by the delivery of covered common shares or other securities of Holdco must be paid, in cash or otherwise. Each shareholder further agrees to enter into such agreements as may reasonably be required of the Company in connection with transactions that comply with this Section 6 or that are necessary to achieve subsequent effect. 5.9 Entire Agreement. This Agreement (including the documents and instruments referred to herein) constitutes the entire agreement between the parties and supersedes all prior written and oral agreements and understandings between the parties with respect to the subject matter of this Agreement.
1. Vote with assent. Each shareholder acknowledges receipt and verification of a copy of the CBA. Except as expressly provided in this Section 1, nothing in this Agreement limits the right of any shareholder to vote (including by proxy or written consent, as applicable) for shareholders, against or forbearance with respect to matters submitted to shareholders of the Company. .