Exhibit
10.8


 


PAYOUT
AND RELEASE AGREEMENT


 


	TO:	Clever
    Leaves International Inc. (formerly, Northern Swan Holdings, Inc.) (the “Company”)
	 	 
	TO:	GLAS
    USA LLC (the “Paying Agent”)
	 	 
	RE:	The Notes (as such term is defined in the amended and restated intercreditor
and collateral agency agreement dated May 10, 2019 (the “Intercreditor Agreement”)) among, the Company, as issuer,
GLAS Americas LLC (the “Collateral Agent”), as collateral agent, the Paying Agent, as paying agent, and the noteholders
party thereto from time to time
	 	 
	DATE:	July
    13, 2021


 


WHEREAS
Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Intercreditor Agreement.


 


AND
WHEREAS (i) the Company has offered to repay each Note for an amount equal to the sum of ninety percent (90%) of the Principal Amount
(as defined in such Note) as such Principal Amounts are set out in Schedule A attached hereto, together with one hundred percent
(100%) of the accrued interest thereon through to the date of such repayment (the “Payout Amounts”) and legal fees
of US$25,250.50; and (ii) each Noteholder has accepted such offer.


 


NOW
THEREFORE for valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the undersigned, the undersigned
hereby agree as follows:


 


1. Representations
and warranties by the Noteholders. Each Noteholder hereby represents and warrants that it has not sold, assigned, encumbered or granted
any interest it has in or to its Note or the Secured Obligations.


 


2. Conditions
to satisfaction of Exposure owing to Noteholders. The Company agrees to pay and each Noteholder agrees to accept, in full satisfaction
of each Noteholder’s Exposure up to and including the date of payment, the Payout Amounts, plus, a payment to Rimrock in the amount
of US$25,250.50 in previously incurred legal fees, provided that such agreement to pay and such agreement to accept shall be conditional
upon: (i) the closing of a financing transaction by the Company or Canada Holdco with aggregate net proceeds in respect thereof in excess
of US$10,000,000 on or before July 31, 2021; (ii) confirmation by the Paying Agent of its receipt of the Payout Amounts for the Noteholders,
at or before 5:00 p.m. (Toronto time) on July 31, 2021 in immediately available funds for each of the Noteholders, in accordance with
the Paying Agent’s wire transfer instructions listed in Schedule B attached hereto. All payments to Paying Agent shall be
made in immediately available funds.


 




     


     


    

 


3. Satisfaction
of Exposure owing to Noteholders. Immediately upon satisfaction of the conditions set forth in paragraph 2 above (the date upon which
such conditions have been satisfied is hereinafter referred to as the “Payoff Date”):


 


		(a)	each
                                            Noteholder shall be treated as having received payment in full of the Exposure owing under
                                            each such Noteholder’s Note;



 


		(b)	each
                                            Noteholder’s Note shall automatically be of no further force or effect without any
                                            further action by any Person;



 


		(c)	each
                                            Noteholder acknowledges and agrees that (i) for the purposes of the Intercreditor Agreement,
                                            the Payoff Date shall constitute the Discharge Date; and (ii) that
the Intercreditor Agreement shall, accordingly, be immediately and automatically terminated pursuant to section 7.13 of the Intercreditor
Agreement (provided that such termination shall not affect the Obligors’ obligation to pay all Administrative Costs incurred to
the Payoff Date and thereafter in connection with the performance by the Collateral Agent and the Paying Agent of their obligations under
this Agreement, and provided further that, for greater certainty, section 4.07 of the Intercreditor Agreement shall survive such termination);






 


		(d)	each
                                            Noteholder absolutely and unconditionally releases and forever discharges: (i) any and all
                                            right, title or interest it has or may have had in connection with any guarantees, security
                                            interests, charges, mortgages, liens, assignments, pledges, hypothecs and other encumbrances
                                            granted in favour of the Collateral Agent, for the benefit of the Noteholders, granted by
                                            the Company or any Guarantor in connection with the Notes; and (ii) all of its present and
                                            future claims and rights against the Company and the Guarantors (or any of them), and each
                                            of their respective affiliates, officers, directors, agents and employees arising under or
                                            in respect of Loan Documents (or any of them);



 


		(e)	each
                                            Noteholder absolutely and unconditionally directs and authorizes the Collateral Agent, and
                                            its agents, and the Company, and its agents, to immediately discharge any and all security
                                            interests and liens granted in favor of the Collateral Agent on behalf of the Noteholders
                                            in connection with the Secured Obligations and evidenced or perfected by the registrations
                                            under the personal property security registration regimes of all applicable jurisdictions.



 


		(f)	each
                                            Noteholder irrevocably authorizes and directs the Collateral Agent to absolutely and unconditionally
                                            release and discharge all guarantees, liens, pledges, debentures, mortgages, hypothecs, encumbrances,
                                            charges, assignments and other security of whatever nature provided in favour of each of
                                            the Collateral Agent and the Noteholders by the Company and the Guarantors in respect of
                                            the Secured Obligations;



 


		(g)	each
                                            Noteholder irrevocably authorizes and directs the Collateral Agent to promptly, and in any
                                            event within fifteen (15) days following the date hereof, deliver to the Company, or as the
                                            Company may direct, all original share and unit certificates held by the Collateral Agent
                                            in connection to the Secured Obligations and any and all original stock or unit transfer
                                            powers of attorney in connection with all such certificates.



 




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4. Consent
by Noteholders. By execution hereof, each Noteholder consents to the payment by the Company and acceptance by each other Noteholder
of the Payout Amount in full satisfaction of the Exposure owing under each such Noteholder’s Note, notwithstanding anything to
the contrary set forth in the Intercreditor Agreement.


 


5. Intercreditor
Agreement. Pursuant to section 4.03(a)(viii) of the Intercreditor Agreement, each of the Noteholders, by their execution hereof,
directs the Collateral Agent, to acknowledge the actions and consents described and contained herein and it is understood that the Collateral
Agent shall be able to conclusively rely upon the Noteholders’ direction in connection with its acknowledgement of the same. It
is acknowledged and agreed that:


 


		(i)	the
                                            execution and delivery by the Collateral Agent of this Agreement is solely intended to satisfy
                                            the technical requirements of Section 4.14(b) of the Intercreditor Agreement; and



 


		(ii)	all
                                            of the rights, protections and immunities applicable to the Collateral Agent and set forth
                                            in the Notes and the Intercreditor Agreement shall be incorporated by reference herein.



 


6. Successors
and assigns. This Agreement shall enure to the benefit of and be binding on the parties hereto and their respective successors and
assigns.


 


7. Governing
law. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws
of Canada applicable therein.


 


8. Counterparts.
This Agreement may be executed in counterparts and all counterparts together shall constitute one and the same agreement. Delivery
of an executed signature page of this Agreement by any party by facsimile or electronic transmission shall be as effective as delivery
of a manually executed original version of this Agreement by such party.


 


(The
remainder of this page is intentionally left blank; signature pages follow.)


 




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DATED
as of the date first written above.


 


	 	CLEVER
    LEAVES INTERNATIONAL INC.
	 	 
	 	By:	/s/
    Kyle Detwiler                 
	 	 Name:  	Kyle
    Detwiler 
	 	Title:	Chief Executive Officer
	 	 
	 	CLEVER
    LEAVES HOLDINGS INC.
	 	 
	 	By:	/s/
    Kyle Detwiler
	 	 Name:	Kyle
    Detwiler 
	 	Title:	Chief
Executive Officer



 




     - S1 -


     


    

 


	 	GLAS
    AMERICAS LLC
	 	 
	 	By:	/s/ Diana Gulyan
	 	Name:
    	Diana Gulyan, AVP
	 	Title:	 


 


	 	GLAS
    USA LLC
	 	 
	 	By:	/s/ Diana Gulyan
	 	Name:	Diana Gulyan, AVP
	 	Title:	


 




     - S2 -


     


    

 


	 	RIMROCK HIGH INCOME PLUS
	 	(MASTER) FUND, LTD., as a Payout
	 	Noteholder
	 	 
	 	By:	/s/
    Steve
    Foulke 
	 	Name: 	Steve
    Foulke, MD
	 	Title:	 


 




     - S3 -


     


    

 


	 	ANSON
    INVESTMENTS MASTER FUND
	 	LP
    by its co-investment advisor, ANSON
	 	FUNDS
    MANAGEMENT LP
	 	 
	 	By:	/s/ Bruce Winson
	 	Name: 	 Bruce Winson
	 	Title:	 Managing Member of General Partner


 




     - S4 -


     


    

 


	 	ANSON
    OPPORTUNITIES MASTER
	 	FUND
    LP by its co-investment advisor,
	 	ANSON
    FUNDS MANAGEMENT LP
	 	 
	 	By:	/s/ Bruce Winson                        
	 	Name: 	Bruce Winson
	 	Title:	Managing Member of General Partner


 




     - S5 -


     


    

 


	 	ANSON
    EAST MASTER FUND LP by its
	 	co-investment
    advisor, ANSON FUNDS
	 	MANAGEMENT
    LP
	 	 
	 	By:	/s/ Bruce Winson
	 	Name: 	 Bruce Winson
	 	Title:	 Managing Member of General Partner


 




     - S6 -


     


    

 


	 	AC
    ANSON INVESTMENTS LTD.
	 	 
	 	By:	/s/ Amin Nathoo
	 	Name: 	 Amin Nathoo
	 	Title:	 Director, Anson Advisors Inc, Investment Manager


 




     - S7 -


     


    

 


	 	AXIOS
    GROWTH PARTNERS, LLC
	 	 
	 	By:	/s/ Nick Rutherfurd
	 	Name: 	 Nick Rutherfurd
	 	Title:	 Authorized Signatory


 




     - S8 -


     


    

 


	 	NS
    CO-INVESTMENT LLC, as a Payout
	 	Noteholder
	 	 
	 	By:	/s/ Owen Littman
	 	Name:	Owen Littman
	 	Title:	 Authorized Person


 




     - S9 -


     


    

 


	 	COWEN
    INVESTMENTS II LLC, as a
	 	Payout
    Noteholder
	 	 
	 	By:	/s/ Owen Littman
	 	Name: 	 Owen Littman
	 	Title:	 Authorized Person


 




     - S10 -


     


    


 


SCHEDULE
B




 


Paying
Agent Wire Instructions




 


	Bank:	JPMorgan
    Chase Bank, NA
	 	270
    Park Ave New York, NY 10172
	ABA
    Routing Number:	021000021
	For
    the Account of:	GLAS
    AMERICAS LLC
	Account
    Number:	393781668



 



     


     


    

 


SCHEDULE
A


 


PAYOUT
AMOUNTS


 


	Noteholder	 	Principal Amount	 	 	Accrued Interest	 
	 	 	 	 	 	(assuming a 7/15 Payoff)	 
	Rimrock High Income Plus (Master) Fund Ltd	 	US$	20,000,000	 	 	$	65,753	 
	AC Anson Investment Ltd	 	US$	400,000	 	 	$	1,315	 
	Anson East Master Fund LP	 	US$	1,000,000	 	 	$	3,288	 
	Anson Investments Master Fund LP	 	US$	1,300,000	 	 	$	4,274	 
	Anson Opportunities Master Fund LP	 	US$	300,000	 	 	$	986	 
	Axios Growth Partners LLC	 	US$	2,500,000	 	 	$	8,219	 
	NS Co-Investment LLC	 	US$	2,000,000	 	 	$	6,575	 
	Cowen Investments II LLC	 	US$	250,000	 	 	$	822	 
	Total	 	US$	27,750,000	 	 	$	91,233