Exhibit 10.2


 


EXECUTION VERSION


 


TRANSACTION
SUPPORT AGREEMENT


 


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”).


 


WHEREAS,
SPAC, Holdco, the Company and NOVEL MERGER SUB INC., a Delaware corporation and a wholly-owned direct subsidiary of Holdco (“Merger
Sub”), propose to enter into, concurrently herewith, that certain Business Combination Agreement (the “BCA”;
capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the BCA), which provides
for, among other things, a business combination among Holdco, SPAC and the Company;


 


WHEREAS,
as of the date hereof, Sponsor owns beneficially and of record 3,190,000 shares of SPAC Common Stock (such shares of SPAC Common
Stock, the “Sponsor SPAC Shares”), and pursuant to, and in connection with, the Merger, the Sponsor SPAC Shares
shall be converted into the right to receive 3,190,000 Holdco Common Shares; and


 


WHEREAS,
in order to induce SPAC and the Company to enter into the BCA and the Key Company Shareholders to enter into the Shareholder Support
Agreement, each of Sponsor, Holdco, SPAC and the Company desire to enter into the transactions contemplated by this Agreement.


 


NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the receipt and sufficiency
of which is hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree as follows:


 


1. Amendment
to Stock Escrow Agreement. Each of Sponsor and SPAC agrees to take all actions necessary to cause, at the Closing, the amendment
and restatement of Section 3.2 of, and the addition of Section 3.3 to, the Stock Escrow Agreement (the “Escrow Agreement”),
dated December 10, 2018, by and among SPAC, Sponsor, Continental Stock Transfer & Trust Company (“Continental”)
and the other parties thereto, in the form attached as Exhibit A hereto (the “Escrow Agreement Amendment”).
At and after the Closing, each of Sponsor and SPAC shall use reasonable best efforts to cause Continental and the other parties
of the Escrow Agreement to take all action necessary to give effect to the actions contemplated by the Escrow Agreement Amendment.
The Escrow Agreement Amendment shall become effective as of the Closing (and not before). The Escrow Agreement Amendment shall
become effective only in connection with the consummation of the Transactions, and this Section 1 (and Exhibit A)
shall be void and of no force and effect if the BCA shall be terminated or the Closing shall not occur for any reason.


 






    


     


    

 


2.  Company
Earn-Out.


 


(a)
For purposes of this Section 2:


 


(i)
“Earn-Out Shares” means the First Level Earn-Out Shares and the Second Level Earn-Out Shares, as the case may
be.


 


(ii)
“Earn-Out Targets” means the First Earn-Out Target and the Second Earn-Out Target, as the case may be.


 


(iii)
“First Earn-Out Target” means that the closing price per share of Holdco Common Shares on the Trading Market
as reported by Bloomberg Financial L.P. using the AQR function equals or exceeds Twelve Dollars Fifty Cents ($12.50) for any twenty
(20) trading days within any consecutive thirty (30)-trading-day period commencing after Closing.


 


(iv)
“First Level Earn-Out Shares” means nine hundred thousand (900,000) Holdco Common Shares.


 


(v)
“First Target Expiration Date” means the second (2nd) anniversary of the Closing.


 


(vi)
“Second Earn-Out Target” means that the closing price per share of Holdco Common Shares on the Trading Market
as reported by Bloomberg Financial L.P. using the AQR function equals or exceeds Fifteen Dollars ($15.00) for any twenty (20)
trading days within any consecutive thirty (30)-trading-day period commencing after Closing.


 


(vii)
“Second Level Earn-Out Shares” means nine hundred thousand (900,000) Holdco Common Shares.


 


(viii)
“Second Target Expiration Date” means the fourth (4th) anniversary of the Closing.


 


(ix)
“Trading Market” means the stock market on which the Holdco Common Shares shall be trading at the time of determination.


 


(b)
The parties hereto hereby agree that, following the Closing, Holdco shall issue Holdco Common Shares to certain shareholders of
the Company as follows:


 


(i)
The First Level Earn-Out Shares shall be issued by Holdco in accordance with the directions of the Holdco board of directors (or
any committee or officer designated thereby) if, at any time prior to or on the First Target Expiration Date, the First Earn-Out
Target is achieved; and


 


(ii)
The Second Level Earn-Out Shares shall be issued by Holdco in accordance with the directions of the Holdco board of directors
(or any committee or officer designated thereby) if, at any time prior to or on the Second Target Expiration Date, the Second
Earn-Out Target is achieved.


 






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(iii)
The maximum amount of Earn-Out Shares issuable pursuant to this Section 2 is One Million Eight Hundred Thousand (1,800,000)
Holdco Common Shares, in the aggregate.


 


(c)
If any of the Earn-Out Targets set forth in Section 2(b)(i) and Section 2(b)(ii) shall have been achieved, within
five (5) Business Days following the achievement of the applicable Earn-Out Target, Holdco shall issue the applicable Earn-Out
Shares.


 


(d)
The Earn-Out Shares and the Earn-Out Targets shall be adjusted to reflect appropriately the effect of any stock splits, reverse
splits, stock dividends, reorganizations, reclassifications or any similar event with respect to Holdco Common Shares, occurring
on or after the date hereof and prior to the time any such Earn-Out Shares are issued to certain shareholders of the Company.


 


(e)
The obligation of Holdco to issue any of the First Level Earn-Out Shares shall expire if the First Earn-Out Target shall not have
been achieved by the First Target Expiration Date. The obligation of Holdco to issue any of the Second Level Earn-Out Shares shall
expire if the Second Earn-Out Target shall not have been achieved by the Second Target Expiration Date.


 


(f)
The obligations specified in this Section 2 shall be applicable only in connection with the Transactions contemplated by
the BCA, and this Section 2 shall be void and of no force and effect if the BCA shall be terminated or the Closing shall
not occur for any reason


 


3.  Lockup.


 


(a)
For purposes of this Section 3:


 


(i)
“Immediate Family” means any relationship by blood, marriage, domestic partnership or adoption, not more remote
than first cousin.


 


(ii)
“Lockup Period” means the period commencing on the effective date of the registration statement on Form S-4
relating to the Transactions and ending on the earlier of (A) the date that is one (1) year following the Closing Date and (B)
the date on which the closing price of the Holdco Common Shares on Nasdaq as reported by Bloomberg Financial L.P. using the AQR
function equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations)
for any 20 trading days within any consecutive 30-trading day period commencing after the 180th day after the Closing
Date.


 


(iii)
“Subject Securities” means any Subject Common Shares or any securities convertible into or exercisable or exchangeable
(directly or indirectly) for Subject Common Shares owned, directly or indirectly, by Sponsor, or under control or direction of
Sponsor or with respect to which Sponsor has beneficial ownership.


 


(iv)
“Subject Common Shares” means common shares of SPAC or Holdco, owned, directly or indirectly, by Sponsor, or
under control or direction of Sponsor or with respect to which Sponsor has beneficial ownership.


 






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(b)
Sponsor hereby acknowledges, covenants and agrees that, without the prior written consent of Holdco, Sponsor will not, during
the Lockup Period: (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option
or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly,
any Subject Securities or (ii) enter into, or allow to exist, any swap or other arrangement that transfers to another, in whole
or in part, directly or indirectly, any of the economic consequences of ownership of the Subject Securities, whether any such
transaction described in clause (i) or (ii) above is to be settled by delivery of Subject Common Shares or other securities of
Holdco, in cash, or otherwise. Sponsor further agrees to execute such agreements as may be reasonably requested by the Company
in connection with the Transactions that are consistent with this Section 3 or that are necessary to give further effect thereto.


 


(c)
The foregoing provisions of Section 3(b) shall not apply to the following:


 


(i)
transactions relating to Holdco Common Shares acquired by Sponsor in open market transactions, provided that it shall be
a condition to the transfer that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), reporting such transfer of the Holdco Common Shares, shall be required or shall be voluntarily made during the Lockup
Period;


 


(ii)
transfers of Holdco Common Shares as a bona fide gift, provided that the donee or donees thereof agree to be bound
in writing by the restrictions set forth herein;


 


(iii)
transfers of Holdco Common Shares to any trust or other entity formed for estate planning purposes for the direct or indirect
benefit of Sponsor or the Immediate Family of Sponsor, provided that (A) the trustee of the trust agrees to be
bound in writing by the restrictions set forth herein and (B) any such transfer shall not involve a disposition for value;


 


(iv)
transfers of Holdco Common Shares by will or intestate succession, provided that (A) the transferee agrees to be bound
in writing by the restrictions set forth herein and (B) any such transfer shall not involve a disposition for value; 


 


(v)
transfers of Holdco Common Shares pursuant to a qualified domestic order or in connection with a divorce settlement, provided
the transferee agrees to be bound in writing by the restrictions set forth herein;


 


(vi)
transfers of Holdco Common Shares to another person that controls, is controlled by or is under common control or management with
Sponsor, provided that (A) the transferee or distributee agrees to be bound in writing by the restrictions set
forth herein and (B) any such transfer shall not involve a disposition for value;


 


(vii)
distributions of Holdco Common Shares to members of Sponsor, provided that (A) the transferee or distributee
agrees to be bound in writing by the restrictions set forth herein and (B) any such transfer shall not involve a disposition
for value;


 


(viii)
transfers of Holdco Common Shares to officers, directors or affiliates of Sponsor, provided that (A) the transferee
or distributee agrees to be bound in writing by the restrictions set forth herein, (B) any such transfer shall not involve
a disposition for value and (C) no filing under Section 16(a) of the Exchange Act, reporting such transfer of the Holdco
Common Shares, shall be required or shall be voluntarily made during the Lockup Period; or


 






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(ix)
pledges of shares of the Holdco Common Shares as security or collateral in connection with any borrowing or the incurrence of
any indebtedness of Sponsor, provided that such borrowing or incurrence of indebtedness is secured by a portfolio of assets
or equity interests issued by multiple issuers provided further that the Holdco Common Shares pledged remain subject to
this Section 6.


 


4.  Termination.
This Agreement and the obligations of the parties hereof under this Agreement shall automatically terminate upon the earliest
of: (a) the last date on which a party hereto has any obligations hereunder in accordance with the terms hereof; (b) the
termination of the BCA in accordance with its terms; and (c) the mutual written agreement of the parties hereof. Upon termination
or expiration of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided,
however, such termination or expiration shall not relieve any party from liability for fraud or willful breach of this
Agreement occurring prior to its termination.


 


5.  Miscellaneous.


 


(a)
All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery in person, by e-mail or by registered or certified mail (postage prepaid,
return receipt requested) to the respective parties at the following addresses or e-mail addresses (or at such other address or
e-mail address for a party as shall be specified in a notice given in accordance with this Section 5(a)):


 


If
to SPAC or Sponsor, to:


 


Schultze
Special Purpose Acquisition Corp. 


Schultze
Special Purpose Acquisition Sponsor, LLC

800 Westchester Avenue, Suite S-632 


Rye
Brook, New York 10573

Attention: George Schultze; Gary Julien

Email: schultze@samco.net; gjulien@samco.net


 


with
a copy to:


 


Greenberg
Traurig, P.A.

333 SE 2nd Avenue, Suite 4400

Miami, Florida 33131

Attention: Alan I. Annex, Esq.

Email: annexa@gtlaw.com


 






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If
to the Company or Holdco, to:


 


Clever
Leaves Holdings Inc. 


c/o
Clever Leaves International Inc. 


489
Fifth Avenue, 27th Floor

New York NY 10017 


Attention:
CEO

Email: kyle.detwiler@cleverleaves.com


 


with
a copy to:


 


Freshfields
Bruckhaus Deringer US LLP


601
Lexington Avenue, 31st Floor 


New
York, NY 10022 


Attention:
Sebastian L. Fain, Esq. 


   Pamela
L. Marcogliese, Esq.

Email: sebastian.fain@freshfields.com 


    pamela.marcogliese@freshfields.com


 


(b)
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public
policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.
Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible
in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to
the fullest extent possible.


 


(c)
(i) The words “hereof”, “herein”, and “hereunder” and words of similar import, when used in
this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (ii) the words
“date hereof,” when used in this Agreement, shall refer to the date set forth in the Preamble; (iii) the terms defined
in the singular have a comparable meaning when used in the plural, and vice versa; (iv) the terms defined in the present tense
have a comparable meaning when used in the past tense, and vice versa; (v) any references herein to a specific Section or Article
shall refer, respectively, to Sections or Articles of this Agreement; (vi) references herein to any gender (including the neuter
gender) includes each other gender; (vii) the word “or” shall not be exclusive; (viii) the headings herein are for
convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any
of the provisions hereof; and (ix) the parties hereto have participated jointly in the negotiation and drafting of this Agreement
and, in the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly
drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of
the authorship of any provision of this Agreement.


 


(d)
This Agreement is intended to create, and creates, a contractual relationship and is not intended to create, and does not create,
any agency, partnership, joint venture or any like relationship between the parties hereto.


 






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(e)
This Agreement is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.


 


(f)
This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all
prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter
hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise).


 


(g)
This Agreement shall be binding upon and inure solely to the benefit of each party hereto (and each of SPAC’s and Sponsor’s
permitted assigns), and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any
right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.


 


(h)
The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in
accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition
to any other remedy at law or in equity.


 


(i)
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts
executed in and to be performed in that State. All Actions arising out of or relating to this Agreement shall be heard and determined
exclusively in any Delaware Chancery Court. The parties hereto hereby (i) submit to the exclusive jurisdiction of the Delaware
Chancery Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (ii) irrevocably
waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally
to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action
is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated
hereunder may not be enforced in or by any of the above-named courts.


 


(j)
This Agreement may be executed and delivered (including by facsimile, portable document format (pdf) transmission or by any other
electronic means designed to preserve the original graphic and pictorial appearance of a document (including DocuSign)) in one
or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed
to be an original but all of which taken together shall constitute one and the same agreement.


 


(k)
Without further consideration, each party shall use execute and deliver or cause to be executed and delivered such additional
documents and instruments and take all such further action as may be reasonably necessary or desirable to consummate the transactions
contemplated by this Agreement.


 


(l)
This Agreement shall not be effective or binding upon any party hereto until after such time as the BCA is executed and delivered
by SPAC, Holdco, Merger Sub and the Company.


 


(m)
Each of the parties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by
jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement. Each of
the parties hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise,
that such other party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that
it and the other parties hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable,
by, among other things, the mutual waivers and certifications in this paragraph (m).


 


[Signature
pages follow]


 






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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 





	 	SCHULTZE SPECIAL PURPOSE ACQUISITION SPONSOR, LLC
	 	 	 
	 	By:  Schultze Asset Management, LP
	 	By:  Schultze Asset Management GP, LLC
	 	 	 
	 	By	/s/ George J. Schultze
	 	Name:  George J. Schultze
	 	Title:    Managing Member
	 	 	 
	 	 	 
	 	SCHULTZE SPECIAL PURPOSE ACQUISITION cORP.
	 	 	 
	 	By	/s/ George J. Schultze
	 	Name:  George J. Schultze
	 	Title:    Chief Executive Officer and President
	 	 	 
	 	 	 
	 	CLEVER LEAVES HOLDINGS INC. 
	 	 	 
	 	By	/s/ Kyle Detwiler
	 	Name:  Kyle Detwiler
	 	Title:    Director 
	 	 	 
	 	 	 
	 	CLEVER LEAVES INTERNATIONAL INC.
	 	 	 
	 	By	/s/ Kyle Detwiler
	 	Name:  Kyle Detwiler
	 	Title:    Chief Executive Officer


 


[Signature Page to Transaction Support
Agreement]


 






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EXHIBIT
A


 


ESCROW
AGREEMENT AMENDMENT


 


Effective
as of the Closing, Section 3.2 of the Escrow Agreement shall be deleted in its entirety and replaced with the following:


 


(a)
Release of Sponsor Upfront Escrow Shares and SPAC Director Shares.  Except as otherwise set forth herein, the Escrow Agent
shall hold the shares remaining after any cancellation required pursuant to Section 3.1. Of such remaining shares, 1,565,000
Holdco Common Shares (as defined in Section 3.3 below) shall be referred to herein as the “Sponsor Upfront Escrow Shares”
and 60,000 Holdco Common Shares shall be referred to herein as the “SPAC Director Shares” and held pursuant
to this Section 3.2(a) and 1,625,000 of such Holdco Common Shares shall be referred to herein as the “Sponsor
Earn-Out Shares” and shall be held pursuant to Section 3.2(b). The Sponsor Upfront Escrow Shares and the SPAC
Director Shares shall be held for a period expiring on the earlier of (i) one (1) year following the date of the consummation
of the transactions contemplated by the Business Combination Agreement, dated as of July 25, 2020, by and among the Company, Clever
Leaves Holdings, Inc., Novel Merger Sub Inc. and Clever Leaves International Inc. (the “BCA”) and (ii) the
date on which the closing price of the shares of Common Stock on the Trading Market as reported by Bloomberg Financial L.P. using
the AQR function equals or exceeds Twelve Dollars Fifty Cents ($12.50) per share (as adjusted for stock splits, stock dividends,
reorganizations, and recapitalizations) for any twenty (20) trading days within any consecutive thirty (30)-trading-day period
commencing after the 180th day after the consummation of the transactions contemplated by the BCA (such period, the
“Initial Stockholder Upfront Escrow Period”). Upon expiration of the Initial Stockholder Upfront Escrow Period,
the Escrow Agent shall disburse and release to the Initial Stockholders all Sponsor Upfront Escrow Shares and SPAC Director Shares
held with respect to such Initial Stockholders (and any applicable stock power), upon receipt of a written notice executed by
Sponsor (with evidence a copy of such written notice shall have been delivered to Holdco), in form reasonably acceptable to the
Escrow Agent, certifying the expiration of the Initial Stockholder Upfront Escrow Period and the number of Sponsor Upfront Escrow
Shares and SPAC Director Shares to be disbursed and released to each Initial Stockholder. The Escrow Agent shall have no further
duties under this Section 3.2(a) with respect to the Sponsor Upfront Escrow Shares and the SPAC Director Shares after the
disbursement of the Sponsor Upfront Escrow Shares to the Initial Stockholders.


 


(b)
Release of Sponsor Earn-Out Shares. The Escrow Agent shall hold, disburse and release the Sponsor Earn-Out Shares as follows:


 


(i)
The Escrow Agent shall hold the First Level Earn-Out Shares until the closing price per share of the shares of Common Stock equals
or exceeds the First Earn-Out Target at any time prior to or on the First Target Expiration Date. The Escrow Agent shall disburse
and release to Sponsor all First Level Earn-Out Shares (and any applicable stock power), upon receipt of a written notice executed
by Sponsor (with evidence a copy of such written notice shall have been delivered to Holdco), in form reasonably acceptable to
the Escrow Agent, certifying the achievement of the First Earn-Out Target (the “First Earn-Out Target Release Notice”).
In the event that the First Earn-Out Target Release Notice is not delivered on or prior to the First Target Expiration Date, then
the Escrow Agent shall automatically disburse and release the First Level Earn-Out Shares (and any applicable stock power) to
Holdco for cancellation. The Escrow Agent shall have no further duties under this Section 3.2(b)(i) with respect to the
First Level Earn-Out Shares after the disbursement of the First Level Earn-Out Shares to Sponsor or Holdco, as the case may be.


 






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(ii)
Additionally, the Escrow Agent shall hold the Second Level Earn-Out Shares until the closing price per share of the shares of
Common Stock equals or exceeds the Second Earn-Out Target at any time prior to or on the Second Target Expiration Date. The Escrow
Agent shall disburse and release to Sponsor all Second Level Earn-Out Shares (and any applicable stock power), upon receipt of
written notice executed by Sponsor (with evidence a copy of such written notice shall have been delivered to Holdco), in form
reasonably acceptable to the Escrow Agent, certifying the achievement of the Second Earn-Out Target (the “Second Earn-Out
Target Release Notice”). In the event that the Second Earn-Out Target Release Notice is not delivered on or prior to
the Second Target Expiration Date, then the Escrow Agent shall automatically disburse and release the Second Level Earn-Out Shares
(and any applicable stock power) to Holdco for cancellation. The Escrow Agent shall have no further duties under this Section
3.2(b)(ii) with respect to the Second Level Earn-Out Shares after the disbursement of the Second Level Earn-Out Shares to
Sponsor or Holdco, as the case may be.


 


(iii)
The Earn-Out Shares and the Earn-Out Targets shall be adjusted to reflect appropriately the effect of any stock splits, reverse
splits, stock dividends, reorganizations, reclassifications and other similar events with respect to the Holdco Common Shares,
occurring on or after the date hereof and prior to the time any such Earn-Out Shares are released to Sponsor or returned to Holdco,
as the case may be.


 


(iv)
For purposes of this Section 3.2:


 


(1)
“Closing” shall have the meaning set forth in the BCA.


 


(2)
“Earn-Out Shares” means the First Level Earn-Out Shares and the Second Level Earn-Out Shares, as the case may
be.


 


(3)
“Earn-Out Targets” means the First Earn-Out Target and the Second Earn-Out Target, as the case may be.


 


(4)
“First Earn-Out Target” means that the closing price per share of Common Stock on the Trading Market as reported
by Bloomberg Financial L.P. using the AQR function equals or exceeds Twelve Dollars Fifty Cents ($12.50) for any twenty (20) trading
days within any consecutive thirty (30)-trading-day period commencing after Closing


 


(5)
“First Level Earn-Out Shares” means Eight Hundred Twelve Thousand Five Hundred (812,500) Holdco Common Shares.


 


(6)
“First Target Expiration Date” means the second (2nd) anniversary of the Closing.


 






    10


     


    

 


(7)
“Second Earn-Out Target” means that the closing price per share of Common Stock on the Trading Market as reported
by Bloomberg Financial L.P. using the AQR function equals or exceeds Fifteen Dollars ($15.00) for any twenty (20) trading days
within any consecutive thirty (30)-trading-day period commencing after Closing


 


(8)
“Second Level Earn-Out Shares” means Eight Hundred Twelve Thousand Five Hundred (812,500) Holdco Common Shares.


 


(9)
“Second Target Expiration Date” means the fourth (4th) anniversary of the Closing.


 


(10)
“Trading Market” means the stock market on which the shares of Common Stock shall be trading at the time of
determination.


 


Effective
as of the Closing, the following Section 3.3 shall be inserted in its entirety immediately following Section 3.2
of the Escrow Agreement, as amended.


 


3.3
Effective as of the closing of the transactions contemplated by the BCA, the shares of Common Stock held in escrow pursuant to
the terms of this Agreement shall become common shares of Holdco (“Holdco Common Shares”) in accordance with
the terms and conditions of the BCA. Effective as of the Closing of the transactions contemplated by the BCA and for purposes
of this Agreement, references to shares of “Common Stock” in this Agreement are hereby deemed to refer to Holdco Common
Shares. Effective as of the closing of the transactions contemplated by the BCA, Holdco shall be deemed to be “the Company”
for all purposes of this Agreement.


 


 


11