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Filing tables
Filing exhibits
- S-4/A Registration of securities issued in business combination transactions
- 4.7 Form of Assignment, Assumption and Amendment Agreement with Respect to the Warrant Agreement Between Schultze Special Purpose Acquisition Corp., Clever Leaves Holdings Inc. and Continental Stock Transfer & Trust Company
- 5.1 Opinion of Dentons Canada LLP
- 5.2 Opinion of Freshfields Bruckhaus Deringer Us LLP
- 8.1 Tax Opinion of Greenberg Traurig, LLP
- 10.7 Form of Amendment to Stock Escrow Agreement Among Continental Stock Transfer & Trust Company and Schultze Special Purpose Acquisition Corp. and Its Initial Stockholders
- 10.14 Form of Investor Rights Agreement by and Among Clever Leaves Holdings Inc. and Investors Named Therein
- 10.15 Loan and Security Agreement, Dated As of May 3, 2019, by and Among Rock Cliff Capital LLC, As Lender, Herbal Brands, Inc., As Borrower, and Subsidiary Guarantors That Executes an Instrument of Joinder Thereto
- 10.16 First Amendment to Loan and Security Agreement, Dated As of August 27, 2020, by and Among Rock Cliff Capital LLC, As Lender, and Herbal Brands, Inc., As Borrower
- 10.17 Secured Note from Herbal Brands, Inc. Evidencing Obligations Pursuant to the Loan and Security Agreement, Dated As of May 3, 2019
- 10.18 Amended and Restated Warrant Certificate with Respect to 193,402 Warrants to Purchase Common Shares of Clever Leaves International Inc
- 10.19 Guarantee, Dated As of May 3, 2019, Made by Clever Leaves International Inc. (Formerly Known As Northern Swan Holdings, Inc.) and Each Subsidiary Guarantor That Executes an Instrument of Accession Thereto
- 10.20 Pledge Agreement, Dated As of May 3, 2019, by and Between NS Us Holdings, Inc. and Rock Cliff Capital LLC
- 10.21 Trademark Security Agreement, Dated As of May 3, 2019, by and Between Rock Cliff Capital LLC and Herbal Brands, Inc
- 10.22 Patent Security Agreement, Dated As of May 3, 2019, by and Between Rock Cliff Capital LLC and Herbal Brands, Inc
- 10.23 Subordination Agreement, Dated As of May 10, 2019, by and Between the Creditors Listed Therein, Glas Americas LLC, As Senior Collateral Agent, and Rock Cliff Capital LLC, As Subordinated Creditor
- 10.24 Amended and Restated Intercreditor and Collateral Agency Agreement, Dated As of May 10, 2019, by and Among Glas Americas LLC, As Collateral Agent, Glas USA LLC, As Paying Agent, Clever Leaves International Inc
- 10.25 Form of Senior Convertible Note Issued by Clever Leaves International Inc. (Formerly Known As Northern Swan Holdings, Inc.)
- 10.26 Amendment, Consent and Waiver Agreement, Dated As of March 26, 2020, by and Among Clever Leaves International Inc., NS Us Holdings Inc., Herbal Brands Inc., and Other Parties Named Therein
- 10.27 Amendment, Consent and Waiver Agreement, Dated As of June 23, 2020, by and Among Clever Leaves International Inc., NS Us Holdings Inc., Herbal Brands Inc., and Other Parties Named Therein
- 10.28 Warrant Certificate, Dated As of March 30, 2019, with Respect to 28,922 Warrants to Purchase Common Shares of Clever Leaves International Inc. (Formerly Known As Northern Swan Holdings, Inc.)
- 10.29 Amended and Restated Guarantee, Dated As of May 10, 2019, by NS Us Holdings Inc., Herbal Brands Inc., Clever Leaves International Inc
- 10.30 Amended and Restated Pledge Agreement, Dated As of May 10, 2019, by Clever Leaves International Inc. (Formerly Known As Northern Swan Holdings, Inc.) In Favour of Glas Americas LLC, As Collateral Agent
- 10.31 Northern Swan Holdings, Inc. 2018 Omnibus Incentive Compensation Plan
- 10.32 Form of Clever Leaves Holdings Inc. 2020 Incentive Award Plan (Included As Annex C to the Proxy Statement/prospectus)
- 10.33 Form of Clever Leaves Holdings Inc. 2020 Earnout Award Plan (Included As Annex D to the Proxy Statement/prospectus)
- 10.36 Employment Agreement Between NS Us Holdings, Inc. and MR. Detwiler, Dated As of August 17, 2017
- 21.1 List of Subsidiaries of Clever Leaves Holdings Inc.
- 23.1 Consent of Marcum LLP
- 23.2 Consent of Bdo Canada LLP
- 99.2 Consent of Gary M. Julien to Be Named As a Director
- 99.3 Consent of Andres Fajardo to Be Named As a Director
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Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
Clever Leaves International Inc.
New York, New York
We hereby consent to the use in the Proxy Statement/Prospectus constituting a part of this Registration Statement on Form S-4 of Clever Leaves Holdings Inc., of our report dated September 10, 2020 relating to the consolidated financial statements of Clever Leaves International Inc. (the “Company”), which is contained in that Proxy Statement/Prospectus. Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.
We also consent to the reference to us under the caption “Experts” in the Proxy Statement/Prospectus.
/s/ BDO Canada LLP
Vancouver, Canada
September 11, 2020