Exhibit 10.6


 


EXECUTION
VERSION


 


PLEDGE
AGREEMENT


 


made
by


 


CLEVER
LEAVES US, INC.


 


in
favour of


 


CATALINA
LP


 


dated
as of


 


July
19, 2021


 


This
PLEDGE AGREEMENT, dated as of July 19, 2021 (as amended, amended and restated, renewed, extended, supplemented, replaced or otherwise
modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by Clever Leaves US,
Inc., a corporation incorporated pursuant to the laws of the State of Delaware (the “Pledgor”), in favour of Catalina
LP (the “Secured Party”).


 


WHEREAS,
Clever Leaves Holdings Inc., as issuer (the “Borrower”), has issued that certain secured convertible note in favour
of the Secured Party dated on or about the date hereof (as may be amended, amended and restated, renewed, extended, supplemented, replaced
or otherwise modified from time to time, the “Note”) pursuant to that certain note purchase agreement dated on or
about the date hereof between the Borrower and the Secured Party (as may be amended, amended and restated, renewed, extended, supplemented
or otherwise modified from time to time, the “Note Purchase Agreement”);


 


AND
WHEREAS, the Pledgor has guaranteed the obligations of the Borrower to the Secured Party pursuant to that certain guarantee dated
on or about the date hereof made by, inter alios, the Pledgor in favour of the Secured Party (as may be amended, amended and restated,
renewed, extended, supplemented or otherwise modified from time to time, the “Guarantee”);


 


AND
WHEREAS, the Pledgor is the registered and beneficial owner of the Collateral (as defined below);


 


AND
WHEREAS, in accordance with the terms of the Note Purchase Agreement, the Pledgor has agreed to pledge all of its right, title and
interest in the Collateral in favour of the Secured Party under the terms hereof to secure the payment and performance of all of the
Secured Obligations (as defined below);


 


NOW,
THEREFORE, in consideration of the Secured Party agreeing to advance certain credit in favour of the Borrower under the terms of
the Note, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Pledgor,
the Pledgor hereby agrees with the Secured Party, as follows:


 






    	 



    	 



    

 




Article 1

DEFINITIONS AND INTERPRETATION


 


Section
1.1 Definitions

 


	 	(a)	Unless
    otherwise defined herein or in the Note, terms used herein that are defined in the PPSA shall have the meanings assigned to them
    in the PPSA.


 


	 	(b)	In
    this Agreement, unless otherwise defined herein, terms with an initial capital letter shall have the meaning given to them in the
    Note and the following terms shall have the following meanings:


 


“Borrower”
is defined in the Preamble to this Agreement.


 


“Collateral”
is defined in Section 2.1.


 


“Equity
Interests” means, with respect to any Person (as defined below), all of the securities, investment property, units, trust units,
partnership, membership and other equity interests, participations, investment certificates, notes (or other ownership or profit interests
in) in or of such Person (collectively, “ownership interests”), all of the warrants, options or other rights for the
purchase or acquisition from such Person of ownership interests in such Person, all of the securities convertible into or exchangeable
for ownership interests in such Person or warrants, rights or options for the purchase or acquisition from such Person of ownership interests,
and all of the other ownership or profit interests in such Person (including, without limitation, partnership, member or trust interests
therein), whether voting or non-voting, and whether or not such ownership interests are outstanding on any date of determination.


 


“Event
of Default” has the meaning given to such term in the Note.


 


“Governmental
Authority” has the meaning given to such term in the Note Purchase Agreement.


 


“Guarantee”
is defined in the Preamble to this Agreement.


 


“Issuer”
means NS US Holdings, Inc. and its successors.


 


“Note”
is defined in the Preamble to this Agreement.


 


“Note
Purchase Agreement” is defined in the Preamble to this Agreement.


 


“Person”
has the meaning given to such term in the Note.


 


“Pledged
Securities” means all of the issued and outstanding Equity Interests of the Issuer now or from time to time hereafter held
by the Pledgor, including, without limitation, the Equity Interests of the Issuer described in Schedule 1 hereto.


 


“Pledgor”
is defined in the Preamble to this Agreement.


 




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“PPSA”
means the Personal Property Security Act (British Columbia) and the regulations made thereunder, each as amended from time to
time and any legislation substituted therefor and any amendments thereto, provided that, if perfection or the effect of perfection or
non-perfection or the priority of any lien created hereunder or in relation to any other Transaction Document on the Collateral is governed
by the personal property security legislation or other applicable legislation with respect to personal property security in effect in
a province or jurisdiction other than British Columbia, “PPSA” means the Personal Property Security Act or such other
applicable legislation in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such
perfection, effect of perfection or non-perfection or priority.


 


“Proceeds”
means “proceeds” as such term is defined in Section 1(1) of the PPSA and, in any event, shall include, without limitation,
all dividends or other income from the Pledged Securities, collections thereon or distributions with respect thereto.


 


“Rate
of Exchange” means the noon (EST) spot rate of exchange applied in converting a particular currency into United States Dollars
published by Thomson Reuters for the day in question.


 


“Secured
Obligations” is defined in Section 3.1.


 


“Secured
Party” is defined in the Preamble to this Agreement.


 


“STA”
means the Securities Transfer Act, RSA 2006, c S-4.5, as amended from time to time and any legislation substituted therefor and
any amendments thereto.


 


“Taxes”
means any and all present or future income, stamp or other taxes, levies, imposts, duties, deductions, charges, fees or withholdings
imposed, levied, withheld or assessed by any Governmental Authority, together with any interest, additions to tax or penalties imposed
thereon and with respect thereto.


 


“Transaction
Documents” means this Agreement, the Transaction Documents (as defined in the Note Purchase Agreement), the Security (as defined
in the Note Purchase Agreement) and each of the other agreements and instruments entered into or delivered by Pledgor or any of the Guarantors
in connection with the transaction contemplated hereby or thereby.


 


“UCC”
means the Uniform Commercial Code of the State of Delaware, United States (or, with respect to rights in states in the United States
other than Delaware, the Uniform Commercial Code as enacted in the applicable state, as amended from time to time).


 


Section
1.2 Interpretation

 


	 	(a)	Unless
    otherwise specified herein, all references to Sections and Schedules herein are to Sections and Schedules of this Agreement.


 


	 	(b)	The
    Schedules hereto, all descriptions of the Collateral contained in the Schedules and all amendments and supplements thereto are and
    shall at all times be considered a part of this Agreement.


 




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Article
2

PLEDGE


 


Section
2.1 Pledge

 


As
general and continuing security for the payment and performance of the Secured Obligations, the Pledgor hereby grants, assigns as security,
pledges, hypothecates, mortgages, sets over and charges to the Secured Party, and hereby grants a continuing security interest in favour
of the Secured Party, in and to, all of its right, title and interest in and to the following property, wherever located, whether now
existing or hereafter from time to time arising or acquired (collectively, the “Collateral”):


 


	 	(a)	the
    Pledged Securities, all certificates and other instruments and agreements from time to time representing or evidencing the Pledged
    Securities, together with all claims, rights, privileges, authority and powers of the Pledgor relating to such Equity Interests,
    and all income, dividends, interest, distributions, cash, goods, chattel paper, investment property, documents of title, instruments,
    money, intangibles and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or
    in exchange for any or all of the Pledged Securities;


 


	 	(b)	all
    additional Equity Interests of the Issuer from time to time acquired by or issued to the Pledgor and all options, warrants, rights,
    agreements and additional Equity Interests of whatever class or series of the Issuer from time to time acquired by the Pledgor in
    any manner, together with all claims, rights, privileges, authority and powers of the Pledgor relating to such Equity Interests or
    under any constating or organizational document of the Issuer, and the certificates, instruments and agreements representing such
    Equity Interests, from time to time acquired by the Pledgor in any manner;


 


	 	(c)	all
    Equity Interests issued in respect of the Equity Interests referred to in Section 2.1(a) or Section 2.1(b) upon any consolidation,
    amalgamation or merger of the Issuer; and


 


	 	(d)	all
    proceeds and products of the foregoing, all books and records relating to the foregoing, all supporting obligations related thereto,
    and all accessions to, substitutions and replacements for, and profits and products of, each of the foregoing.


 


Article
3

SECURED OBLIGATIONS


 


Section
3.1 Secured Obligations

 


The
Collateral secures the payment and performance of all present and future indebtedness, liabilities and obligations of any and every kind,
nature and description of the Pledgor to the Secured Party from time to time, whether primary, secondary, direct or indirect, absolute
or contingent, due or to become due, now existing or hereafter arising, whether the indebtedness is reduced and thereafter increased
or entirely extinguished and thereafter incurred again, whether incurred by the Pledgor alone or with another or others and whether as
a principal or surety under, in connection with or with respect to the Guarantee, the Note, this Agreement and the other Transaction
Documents and, for greater certainty, the payment and discharge of (i) the principal of and premium, if any, and interest on any amounts
outstanding under the Guarantee, the Note, this Agreement and the other Transaction Documents, when and as due, whether at maturity,
by acceleration, upon one or more dates set for prepayment or otherwise and (ii) all other present and future obligations and liabilities
including reasonable fees, reasonable costs, reasonable lawyers’ fees and reasonable disbursements, reimbursement obligations,
contract causes of action, expenses and indemnities incurred by, or in favour of, the Secured Party in connection with or arising pursuant
to the Guarantee, the Note, this Agreement and the other Transaction Documents (all such obligations, covenants, duties, debts, liabilities,
sums and expenses set forth in this Section 3.1 being herein collectively called the “Secured Obligations”).


 




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Article
4

REPRESENTATIONS AND WARRANTIES


 


Section
4.1 Representations and Warranties

 


The
Pledgor represents and warrants to and in favour of the Secured Party as follows:


 


	 	(a)	The
    Pledged Securities. All information set forth in Schedule 1 relating to the Pledged Securities is accurate and complete and the
    Pledged Securities of the Issuer set forth in Schedule 1 represents 100% of the issued and outstanding Equity Interests of the Issuer
    as of the date hereof.


 


	 	(b)	Collateral
    Free and Clear. The Pledgor is the sole, direct, legal and beneficial owner of, and has good marketable title to all existing
    Collateral and shall be the sole, direct, legal and beneficial owner of, and have good marketable title to each item of after-acquired
    Collateral free and clear of any mortgages, charges, hypothecs, pledges, trusts, liens, security interests, adverse claims and other
    claims except for the security interests created by this Agreement.


 


	 	(c)	Existence,
    Power and Capacity. The Pledgor is incorporated and validly exists under the laws of its jurisdiction of incorporation, has taken
    all necessary action (corporate or otherwise) to authorize the entry into and performance of its obligations under this Agreement,
    has the corporate power and has the capacity to pledge the Collateral and to incur and perform its obligations under this Agreement.


 


	 	(d)	Pledged
    Securities Validly Issued. The Pledged Securities have been duly authorized and validly issued, and are fully paid and non-assessable
    and are not subject to any pre-emptive, first refusal or other similar rights or options to purchase. No Person (other than the Pledgor)
    has any right to acquire or cause to be issued to them any of the Collateral. All other Pledged Securities constituting Collateral
    will be duly authorized and validly issued, fully paid and non-assessable.


 


	 	(e)	Collateral
    Not Publicly Traded. None of the Collateral have been or will be issued or transferred in violation of securities registration,
    securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.


 


	 	(f)	Delivery
    of Certificated Securities. The Collateral does not include any certificated securities that the Pledgor has not delivered or
    arranged to deliver to the Secured Party. Without limiting the foregoing, all certificates, agreements or instruments representing
    or evidencing the Pledged Securities in existence on the date hereof have been delivered or arranged to be delivered to the Secured
    Party in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank.


 


Section
4.2 Survival of Representations and Warranties

 


The
representations and warranties of the Pledgor contained in this Agreement will survive the execution of this Agreement. Each representation
and warranty of the Pledgor will be deemed to repeat on the first day of each fiscal quarter of the Pledgor preceding the Maturity Date.


 




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Article
5

COVENANTS


 


Section
5.1 Covenants of the Pledgor

 


The
Pledgor covenants and agrees in favour of the Secured Party as follows:


 


	 	(a)	Title
    and Security Interest. The Pledgor shall, at its own cost and expense, defend title to the Collateral and the security interests
    of the Secured Party therein against the claim of any Person claiming against or through the Pledgor and shall maintain and preserve
    such security interests as perfected security interests for so long as this Agreement shall remain in effect.


 


	 	(b)	No
    Sale or Encumbrances. The Pledgor agrees that it will not sell, offer to sell, dispose of, convey, assign, pledge, hypothecate,
    or otherwise transfer, grant any option with respect to, restrict, or grant, create, permit or suffer to exist any mortgage, pledge,
    lien, security interest, option, right of first offer, right of first refusal, encumbrance or other restriction or limitation of
    any nature whatsoever on, any of the Collateral or any interest therein except as expressly provided for herein or as expressly permitted
    by the terms of the Note Purchase Agreement.


 


	 	(c)	Further
    Assurances. The Pledgor agrees that, at any time and from time to time, at the reasonable expense of the Pledgor, the Pledgor
    will promptly execute and deliver all further instruments and documents (including, without limitation, share powers, forms of share
    transfer, control agreements, entitlement orders, proxies and instruments), obtain such agreements from third parties, and take all
    further action, that may be necessary or desirable, or that the Secured Party may reasonably request, to create and maintain the
    validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the
    Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.


 


	 	(d)	Control.


 


	 	(i)	Concurrently
    with the delivery of this Agreement to the Secured Party and from time to time on its acquisition of any additional Collateral or
    upon request of the Secured Party, the Pledgor shall (A) execute and deliver powers of attorney in blank in form and substance satisfactory
    to the Secured Party with respect to the Pledged Securities, (B) deliver security certificates representing the Pledged Securities
    that are now, or become in future, certificated, and (C) enter into a securities account control agreement with the Secured Party
    and any securities intermediary with whom Collateral is maintained.


 


	 	(ii)	Without
    limiting the foregoing, the Pledgor shall, upon demand by the Secured Party, cause all of the Pledged Securities to be transferred
    to the Secured Party, or its nominee, cause all certificates issued in respect of Pledged Securities to be registered in the name
    of the Secured Party, or the name of its nominee and delivered to the Secured Party and enter the transfer of the Pledged Securities
    by the Pledgor to the Secured Party, or its nominee, in the stock or share records of the Issuer.


 


	 	(e)	Notice
    Regarding Change of Name or Place of Business. The Pledgor will not, without providing at least 30 days’ prior written
    notice to the Secured Party, change its legal name, jurisdiction of incorporation, the location of its chief executive office or
    its principal place of business or amend its constating documents to change the Province or territory in which its registered office
    is located. The Pledgor will, prior to any change described in the preceding sentence, take all actions requested by the Secured
    Party to maintain the perfection and priority of the Secured Party’s security interest in the Collateral.


 




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Article
6

DIVIDENDS, VOTING RIGHTS AND ULC INTERESTS


 


Section
6.1 Voting Rights

 


Unless
an Event of Default shall have occurred and be continuing, the Pledgor may, to the extent the Pledgor has such right as a holder of the
Collateral, vote and give consents, ratifications and waivers with respect thereto, except to the extent that, in the Secured Party’s
reasonable judgment, any such vote, consent, ratification or waiver could detract from the value thereof as Collateral or which could
be inconsistent with or result in any violation of any provision of this Agreement or the other Transaction Documents.


 


Section
6.2 Dividends

 


The
Pledgor may, unless an Event of Default shall have occurred and be continuing, receive and retain all cash dividends and other distributions
with respect to the Pledged Securities.


 


Section
6.3 Distributions Held in Trust

 


All
distributions which are received by the Pledgor contrary to the provisions of this Article 6 or Section 8.1(b) shall be received in trust
for the benefit of the Secured Party, shall be segregated from other funds of the Pledgor and shall promptly (but in any event within
three (3) Business Days after receipt thereof by the Pledgor) be paid over to the Secured Party as Collateral in the same form as so
received (with any necessary endorsement).


 


Section
6.4 ULC Interests

 


	 	(a)	In
    this Section 6.5, the following terms shall be defined as follows:


 


	 	(i)	“ULC”
    means an unlimited company, unlimited liability corporation or unlimited liability company;


 


	 	(ii)	“ULC
    Shares” means shares or other Equity Interests in a ULC; and


 


	 	(iii)	“ULC
    Legislation”: means the Companies Act (Nova Scotia), the Business Corporations Act (Alberta), the Business
    Corporations Act (British Columbia), and any other present or future laws governing ULCs.


 


	 	(b)	The
    Pledgor acknowledges that certain of the Collateral may now or in the future consist of ULC Shares, and that it is the intention
    of the Secured Party and the Pledgor that the Secured Party shall not under any circumstances prior to realization thereon be deemed
    to be a “member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Legislation.


 




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	 	(c)	Notwithstanding
    anything to the contrary in this Agreement, the other Transaction Documents or any other document delivered in connection therewith,
    where the Pledgor is the registered owner of ULC Shares which are Collateral, the Pledgor shall remain the sole registered owner
    of such ULC Shares until such time as such ULC Shares are effectively transferred into the name of the Secured Party, or any other
    Person on the books and records of the applicable ULC. The Pledgor shall be entitled to receive and retain for its own account any
    dividend on or other distribution, if any, with respect to such ULC Shares (except for any dividend or distribution comprised of
    pledged certificated securities, which shall be delivered to the Secured Party to hold hereunder) and shall have the right to vote
    such ULC Shares and to control the direction, management and policies of the applicable ULC to the same extent as the Pledgor would
    if such ULC Shares were not pledged to the Secured Party pursuant hereto.


 


	 	(d)	Nothing
    in this Agreement, the other Transaction Documents or any other document delivered in connection therewith is intended to or shall
    make the Secured Party, or any other Person other than the Pledgor, a member or shareholder of a ULC for the purposes of any ULC
    Legislation (whether listed or unlisted, registered or beneficial), until such time as notice is given to the Pledgor and further
    steps are taken pursuant hereto to register the Secured Party, or such other Person specified in such notice, as the holder of the
    ULC Shares. To the extent any provision of this Agreement would have the effect of constituting the Secured Party as a member or
    a shareholder, as applicable, of any ULC prior to such time, such provision shall be severed from this Agreement and shall be ineffective
    with respect to ULC Shares which are Collateral without otherwise invalidating or rendering unenforceable this Agreement or invalidating
    or rendering unenforceable such provision insofar as it relates to Collateral which is not ULC Shares.


 


	 	(e)	Except
    upon the exercise of rights of the Secured Party to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement,
    the Pledgor shall not cause or permit, or enable a ULC to cause or permit, the Secured Party to: (a) be registered as a shareholder
    or member of such ULC; (b) have any notation entered in their favour in the share register of such ULC; (c) be held out as shareholders
    or members of such ULC; (d) receive, directly or indirectly, any dividends, property or other distributions from such ULC by reason
    of the Secured Party holding the security interests over the ULC Shares; or (e) act as a shareholder of such ULC, or exercise any
    rights of a shareholder including the right to attend a meeting of shareholders of such ULC or to vote its ULC Shares.


 


Article
7

POWER OF ATTORNEY


 


Section
7.1 Power of Attorney

 


The
Pledgor hereby irrevocably constitutes and appoints the Secured Party and any officer or employee of the Secured Party as the Pledgor’s
true and lawful attorney, with full power of substitution and with full authority in the place and stead of the Pledgor and in the name
of the Pledgor or otherwise, from time to time during the continuance of an Event of Default, in the Secured Party’s discretion
to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of
this Agreement, including, without limitation, to receive, endorse and collect all instruments made payable to the Pledgor representing
any dividend, interest payment or other distribution in respect of the Collateral or any part thereof and to give full discharge for
the same, to transfer, endorse, negotiate and sign on behalf of the Pledgor any of the Pledged Securities, to complete the blanks in
any transfers of shares, bonds or debentures, any power of attorney or other documents delivered to it, to provide instructions or entitlement
orders to any securities intermediary which maintains any securities account in which any Collateral is maintained, and to delegate its
powers and for any delegate to sub-delegate the same (but the Secured Party shall not be obligated to and shall have no liability to
the Pledgor or any third party for failure to do so or take any action). Such appointment, being coupled with an interest, shall be irrevocable
until the full and final discharge of the security interests created by this Agreement. The Pledgor hereby ratifies all acts that such
attorneys shall lawfully do or cause to be done by virtue hereof.


 




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Article
8

REMEDIES UPON DEFAULT


 


Section
8.1 Remedies

 


	 	(a)	If
    any Event of Default shall have occurred and be continuing, the Secured Party may, without any other notice to or demand upon the
    Pledgor, assert all rights and remedies of a secured party under the PPSA or other applicable law, including, without limitation,
    the right to take possession of, hold, collect, sell, lease, deliver, grant options to purchase or otherwise retain, liquidate or
    dispose of all or any portion of the Collateral or instruct the applicable securities intermediary to sell or deliver all or any
    portion of the Collateral. Any notices before disposition of the Collateral or any portion thereof shall be provided in accordance
    with applicable law. So long as the sale of the Collateral is made in a commercially reasonable manner, the Secured Party may sell
    such Collateral on such terms and to such purchaser(s) as the Secured Party in its absolute discretion may choose, without assuming
    any credit risk and without any obligation to advertise or give notice of any kind other than that necessary under applicable law.
    Without precluding any other methods of sale, the sale of the Collateral or any portion thereof shall have been made in a commercially
    reasonable manner if conducted in conformity with reasonable commercial practices of creditors disposing of similar property, including,
    without limitation, on any recognized exchange dealing in such Collateral or by public or private sale. At any sale of the Collateral,
    if permitted by applicable law, the Secured Party may be the purchaser, licensee, assignee or recipient of the Collateral or any
    part thereof and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or
    any portion of the Collateral sold, assigned or licensed at such sale, to use and apply any of the Secured Obligations as a credit
    on account of the purchase price of the Collateral or any part thereof payable at such sale. To the extent permitted by applicable
    law, the Pledgor waives all claims, damages and demands it may acquire against the Secured Party arising out of the exercise of any
    rights hereunder by it. At any such sale, unless prohibited by applicable law, the Secured Party or any custodian may bid for and
    purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither of the Secured Party
    nor any custodian shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing,
    nor shall it be under any obligation to take any action whatsoever with regard thereto. The Pledgor agrees that it would not be commercially
    unreasonable for the Secured Party to dispose of the Collateral or any portion thereof by utilizing internet sites that provide for
    the auction of assets of the type included in the Collateral or that have the reasonable capability of doing so, or that match buyers
    and sellers of assets.


 




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	 	(b)	If
    any Event of Default shall have occurred and be continuing, all rights of the Pledgor to (i) exercise the voting and other consensual
    rights it would otherwise be entitled to exercise under Section 6.1, and (ii) receive the dividends and other distributions which
    it would otherwise be entitled to receive and retain under Section 6.2, shall immediately cease, and all such rights shall thereupon
    become vested in the Secured Party, which shall have the sole right to exercise such voting and other consensual rights and receive
    and hold such dividends and other distributions as Collateral. For greater certainty, if any Event of Default shall have occurred
    and be continuing, the Secured Party or its nominee may exercise (A) all voting, corporate and other rights pertaining to the Collateral
    of the Pledgor, as if the Secured Party was the absolute owner thereof, including, with respect to the Collateral, the giving or
    withholding of written consents of shareholders or members, calling special meetings of shareholders or members, and voting at any
    meeting of shareholders, partners or members of the Issuer, and (B) to the extent not prohibited under applicable law, any and all
    rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Collateral as if the
    Secured Party was the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all
    of the Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the
    corporate, partnership or company structure of the Issuer or upon the exercise by the Pledgor or the Secured Party of any right,
    privilege or option pertaining to such Collateral with any committee, depositary, transfer agent, registrar or other designated agency
    upon such terms and conditions as the Secured Party may determine), all without liability except to account for property actually
    received by it; but the Secured Party shall have no duty to the Pledgor to exercise any such right, privilege or option and the Secured
    Party shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, the Pledgor hereby authorizes
    and instructs the Issuer and each party to this Agreement hereby agrees to (x) comply with any instruction received by it from the
    Secured Party in writing that states (A) that an Event of Default has occurred and is continuing and (B) is otherwise in accordance
    with the terms of this Agreement, without any other or further instructions from the Pledgor, and the Pledgor agrees that the Issuer
    shall be fully protected in so complying, and (y) at the direction of the Secured Party, the Issuer shall pay any dividends, distributions
    or other payments with respect to any Collateral directly to the Secured Party. The Pledgor shall, at its sole cost and expense,
    from time to time execute and deliver to the Secured Party all such instruments as the Secured Party may request in order to permit
    the Secured Party to exercise the voting and other rights which it may be entitled to exercise and to receive all distributions which
    it may be entitled to receive.


 


	 	(c)	If
    any Event of Default shall have occurred and be continuing, any cash held by the Secured Party as Collateral and all cash proceeds
    received by the Secured Party in respect of any sale of, collection from, or other realization upon all or any part of the Collateral
    shall be applied in whole or in part by such party to the payment of expenses it has incurred in connection with the foregoing or
    incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured
    Party hereunder, including reasonable legal fees, and the balance of such proceeds shall be applied or set off against all or any
    part of the Secured Obligations. Any surplus of such cash or cash Proceeds held by the Secured Party and remaining after payment
    in full of all the Secured Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such
    surplus. The Pledgor shall remain liable for any deficiency if such cash and the cash proceeds of any sale or other realization of
    the Collateral are insufficient to pay the Secured Obligations and the fees and other charges of the Secured Party, any legal counsel
    or other party employed by the Secured Party to collect such deficiency. 


 


	 	(d)	If
    the Secured Party shall determine to exercise its rights to sell all or any of the Collateral under this Section 8.1, the Pledgor
    agrees that, upon request of such party, the Pledgor will, at its own expense, do or cause to be done all such acts and things as
    may be necessary to make such sale of the Collateral or any part thereof valid and binding and in compliance with applicable law.


 




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Section
8.2 Reasonable Care

 


The
Secured Party shall have no duty with respect to the care and preservation of the Collateral beyond the exercise of reasonable care.
The Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession
if the Collateral is accorded treatment substantially equal to that which the Secured Party accords its own property, it being understood
that the Secured Party shall not have any responsibility for (a) ascertaining or taking action with respect to calls, conversions, exchanges,
maturities, tenders or other matters relative to any Collateral, whether or not the Secured Party has or is deemed to have knowledge
of such matters, or (b) taking any necessary steps to preserve rights against any parties with respect to any Collateral. Nothing set
forth in this Agreement, nor the exercise by the Secured Party of any of the rights and remedies hereunder, shall relieve the Pledgor
from the performance of any obligation on the Pledgor’s part to be performed or observed in respect of any of the Collateral.


 


Section
8.3 Expenses and Indemnity

 


	 	(a)	The
    Pledgor hereby agrees to indemnify and hold harmless the Secured Party and each officer, director, employee, contractor and advisor
    of the Secured Party (each such Person being called an “Indemnified Party”) from any losses, damages, liabilities,
    claims and related expenses (including the reasonable and documented fees and expenses of legal counsel), incurred by the Indemnified
    Party or asserted against any Indemnified Party by any Person (including the Pledgor) arising out of, in connection with or resulting
    from this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby, including, without limitation,
    enforcement of this Agreement, or any failure of any Secured Obligations to be the legal, valid, and binding obligations of the Pledgor
    enforceable against the Pledgor in accordance with their terms, whether brought by a third party, the Pledgor or any other Person,
    and regardless of whether any Indemnified Party is a party thereto; provided that such indemnity shall not, as to any Indemnified
    Party, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court
    of competent jurisdiction by final and non appealable judgment to have resulted from the gross negligence or wilful misconduct of
    such Indemnified Party, or (ii) result from a claim brought by the Pledgor or any of its affiliates against an Indemnified Party
    for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Transaction Document.


 


	 	(b)	To
    the fullest extent permitted by applicable law except as provided for in Section 7.9 of the Note Purchase Agreement, the Pledgor
    hereby agrees not to assert, and hereby waives, any claim against any Indemnified Party, on any theory of liability, for special,
    indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) arising out of, in connection with,
    or as a result of, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby, the transactions
    contemplated hereby or thereby, any amounts advanced by the Secured Party to the Pledgor or the use of proceeds thereof. No Indemnified
    Party shall be liable for any damages arising from the use of any information or other materials distributed by it through telecommunications,
    electronic or other information transmission systems in connection with this Agreement or the other Transaction Documents or the
    transactions contemplated hereby or thereby by unintended recipients.


 




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	 	(c)	The
    Pledgor agrees to pay or reimburse the Secured Party for all reasonable and documented costs and expenses incurred in collecting
    the Secured Obligations or otherwise protecting, enforcing or preserving any rights or remedies under this Agreement and the other
    Transaction Documents to which the Pledgor is a party, including the reasonable and documented fees and other reasonable charges
    of counsel (including the allocated fees and expenses of internal counsel) to the Secured Party.


 


	 	(d)	All
    amounts due under this Section 8.3 shall be payable promptly after demand therefor, shall constitute Secured Obligations and shall
    bear interest until paid at a rate per annum equal to the applicable rate per annum payable on the Secured Obligations.


 


	 	(e)	Without
    prejudice to the survival of any other agreement of the Pledgor under this Agreement or any other document delivered in connection
    herewith, the agreements and obligations of the Pledgor contained in this Section 8.3 shall survive termination of the Transaction
    Documents and payment in full of the Secured Obligations and all other amounts payable to the Secured Party.


 


Article
9

miscellaneous


 


Section
9.1 Secured Party May Perform

 


If
the Pledgor fails to perform any obligation contained in this Agreement, the Secured Party may itself perform, or cause performance of,
such obligation, and the expenses of the Secured Party incurred in connection therewith shall be payable by the Pledgor; provided that
the Secured Party shall not be required to perform or discharge any obligation of the Pledgor.


 


Section
9.2 Interest Act (Canada)

 


For
purposes of the Interest Act (Canada), the yearly rate of interest applicable to amounts owing under this Agreement will be calculated
on the basis of a 365-day year. Whenever interest is to be calculated on the basis of any period of time that is less than a calendar
year, the yearly rate of interest to which the rate determined by that calculation is equivalent is the rate so determined multiplied
by the actual number of days in that calendar year and divided by that period of time.


 


Section
9.3 Taxes

 


Any
and all payments by the Pledgor under or in respect of this Agreement shall be made free and clear of and without deduction or withholding
for any Taxes except as required by applicable law. If the Pledgor is required by applicable law (as determined in the good faith discretion
of the Pledgor) to deduct or withhold any Taxes from such payments, then, (i) the amount payable by the Pledgor shall be increased so
that after all such required deductions or withholdings are made (including deductions or withholdings applicable to additional amounts
payable under this Section), the applicable recipient receives an amount equal to the amount it would have received had no such deduction
or withholding been made, (ii) the Pledgor shall make such deductions or withholdings and timely pay the full amount deducted or withheld
to the relevant Governmental Authority in accordance with applicable law, and (iii) the Pledgor shall, promptly after any such payment,
deliver to the Secured Party the original or certified copy of a receipt issued by such Governmental Authority evidencing such payment.


 




    	-12-



    	 



    

 


Section
9.4 Judgment Currency

 


	 	(a)	Conversion.
    If, for the purpose of obtaining or enforcing judgment against any party in any court in any jurisdiction, it becomes necessary to
    convert into a particular currency an amount due under this Agreement or the Note or any other Transaction Document, the conversion
    will be made at the Rate of Exchange prevailing on the Business Day immediately preceding the date on which judgment is given.


 


	 	(b)	Payment
    of additional amounts. If, as a result of a change in the Rate of Exchange between the date of judgment and the date of actual
    payment, the conversion results in the Secured Party receiving less than the amount payable to them, the Pledgor shall pay the Secured
    Party any additional amount as may be necessary to ensure that the amount received is not less than the amount payable by the Pledgor
    on the date of judgment.


 


	 	(c)	Treatment
    of additional amounts. Any additional amount due under this Section will constitute Secured Obligations, be due as a separate
    debt, give rise to a separate cause of action, and will not be affected by judgment obtained for any other amount due under this
    Agreement or the Note or any other Transaction Document.


 


Section
9.5 No Waiver and Cumulative Remedies

 


The
Secured Party shall not by any act, delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or
to have acquiesced in any Event of Default. All rights and remedies herein provided are cumulative and are not exclusive of any rights
or remedies provided by law.


 


Section
9.6 Amendments

 


None
of the terms or provisions of this Agreement may be amended, modified, supplemented, terminated or waived, and no consent to any departure
by the Pledgor therefrom shall be effective unless the same shall be in writing and signed by the Secured Party and the Pledgor, and
then such amendment, modification, supplement, waiver or consent shall be effective only in the specific instance and for the specific
purpose for which made or given.


 


Section
9.7 Notices

 


All
notices and other communications provided for in this Agreement shall be in writing and shall be given in the manner and become effective
as set forth in the Guarantee.


 


Section
9.8 Continuing Security Interest; Successors and Assigns

 


This
Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until payment and
performance in full of the Secured Obligations, (b) be binding upon the Pledgor, its successors and assigns, and (c) enure to the benefit
of the Secured Party and its successors, transferees and assigns; provided that the Pledgor may not assign or otherwise transfer any
of its rights or obligations under this Agreement without the prior written consent of the Secured Party. Without limiting the generality
of the foregoing clause (c), any assignee of the Secured Party’s interest in any Transaction Document or other agreement or document
which includes all or any of the Secured Obligations shall, upon assignment in accordance with the assignment provisions of the Guarantee,
become vested with all the benefits granted to the Secured Party herein with respect to such Secured Obligations.


 




    	-13-



    	 



    

 


Section
9.9 Attachment of Security Interest

 


The
Pledgor acknowledges that value has been given, that the Pledgor has rights in the Collateral, and that the parties have not agreed to
postpone the time for attachment of any security interest in this Agreement. The Pledgor acknowledges that any security interest in this
Agreement shall attach to existing Collateral upon the execution of this Agreement and to each item of after-acquired Collateral at the
time that the Pledgor acquires rights in such after-acquired Collateral.


 


Section
9.10 Termination; Release

 


On
the date on which all Secured Obligations and any other amounts owing by the Pledgor to the Secured Party have been paid and performed
in full, the Secured Party will, at the request and sole expense of the Pledgor, (a) duly assign, transfer and deliver to or at the direction
of the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may then remain in the possession
of the Secured Party, together with any monies at the time held by the Secured Party hereunder, and (b) execute and deliver to the Pledgor
a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement.


 


Section
9.11 Severability

 


Any
provision hereof which is invalid, illegal or unenforceable in whole or in part in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity, illegality or unenforceability without invalidating the remaining provisions hereof or
affecting the validity, legality or enforceability of such provision in any other jurisdiction.


 


Section
9.12 Governing Law; Jurisdiction

 


All
matters arising out of or relating to 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 and the Pledgor irrevocably attorns and agrees to submit to the non-exclusive
jurisdiction of the courts of the Province of British Columbia.


 


Section
9.13 Counterparts; Electronic Delivery

 


This
Agreement and any amendments, waivers, consents or supplements hereto may be executed in counterparts (and by different parties hereto
in different counterparts), each of which shall constitute an original, but all taken together shall constitute a single contract. Delivery
of an executed counterpart of a signature page to this Agreement by facsimile or in electronic format (such as “pdf” or “tif”)
shall be effective as delivery of a manually executed counterpart of this Agreement.


 


Section
9.14 Copy of Verification Statement

 


To
the extent permitted by law, the Pledgor hereby waives its right to receive a copy of any financing statement, financing change statement
or verification statement in connection with any registrations or filings made under the PPSA or under any similar or corresponding legislation
in any other jurisdiction.


 


Section
9.15 Copy of Agreement

 


The
Pledgor acknowledges receipt of a fully executed copy of this Agreement.


 


Section
9.16 Financing Statements

 


The
Pledgor hereby irrevocably authorizes Secured Party at any time, and from time to time, to file in any jurisdiction any initial financing
statements and amendments thereto that (i) (A) indicate the Collateral as “the Collateral described in the Pledge Agreement,”
(B) describe the Collateral in terms similar to those used in Section 2.1, or (C) otherwise describe the Collateral as being of an equal
or lesser scope or with greater detail, regardless of whether any particular asset comprised in the Collateral falls within the scope
of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed, and (ii) contain any other information
required by Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency
or filing office acceptance of any financing statement or amendment. The Pledgor further ratifies and affirms its authorization for any
financing statements and/or amendments thereto that Secured Party has filed in any jurisdiction prior to the date of this Agreement with
respect to the Collateral.


 


[Signature
Page Follows]


 




    	-14-



    	 



    

 


IN
WITNESS WHEREOF, the Pledgor has executed this Agreement as of the date first above written.


 





	 	CLEVER LEAVES US, INC., as Pledgor
	 	 	 
	 	By:	/s/ Kyle Detwiler
	 		Name: 	Kyle Detwiler
	 		Title: 	President and Secretary


 


Acknowledged
and agreed as of the date first above written.


 


	 	NS
    US HOLDINGS, INC., as Issuer
	 	 
	 	By:	/s/ Kyle Detwiler
	 		Name: 	Kyle Detwiler
	 		Title:	Chief Executive Officer


  


Clever
Leaves US, Inc. – Pledge Agreement


 




     


     


    

 


SCHEDULE
1



PLEDGED SECURITIES


 


PLEDGED
SECURITIES


 


	 

    Issuer
	 	Class/Type
    of 

Security	 	Certificate
    Number

 (if certificated)	 	Number
    of Securities
	NS
    US Holdings, Inc.	 	Common
    Stock	 	2	 	1


 


1-1