Clever Leaves International Inc. entered into non-binding letter of intent to acquire Schultze Special Purpose Acquisition Corp. (NasdaqCM:SAMA) (SAMA) for approximately $210 million in a reverse merger transaction on June 1, 2020. On July 25, 2020, Clever Leaves International entered into a definitive agreement to acquire SAMA in a reverse merger transaction. Clever Leaves International shareholders will be rolling over 97% of their equity ownership into the combined company, reflecting a continuing majority ownership of 58.1% and will have an earn-out of up to 1.4 million shares. The Founders of SAMA will retain 4.6% stake and the other shareholders of SAMA will retain 33.6% stake in the combined company. The stockholders of SAMA will receive one common share of the combined company for each share of SAMA and the SAMA warrants will become exercisable for the combined company common shares on the same terms as the existing warrants. As of November 9, 2020, parties have revised the deal terms. Under the revised deal terms, enterprise value has been reduced for the transaction. Under the terms of the Letter of Intent, SAMA and Clever Leaves International intend to enter into a definitive agreement pursuant to which they would combine, with the former shareholders of both entities holding equity in the combined public company listed on Nasdaq and with Clever Leaves International shareholders owning a majority of that equity and trading under the ticker symbol “CLVR”. Upon closing, the combined company will be known as Clever Leaves Holdings Inc.

The executive management team of the combined organization will be Kyle Detwiler as Chief Executive Officer, and Andrés Fajardo as President. Upon completion of the business combination, the Board of Directors of Holdco will be comprised of: Etienne Deffarges, Elisabeth DeMarse, Gary Julien, Managing Director at Schultze Asset Management, LP, Kyle Detwiler, Chief Executive Officer of Clever Leaves, and Andres Fajardo, President of Clever Leaves. The completion of the transaction is subject to the negotiation and execution of a definitive agreement and satisfaction of the conditions therein, including approval of the transaction by SAMA stockholders, approval of SAMA and Ecomedics Boards, regulatory as well as other customary conditions. The transaction is subject to a minimum cash condition of $60 million, after any redemptions, compared with approximately $132 million of cash held in SAMA's trust and the Registration Statement being declared effective by the SEC. The transaction has been unanimously approved by the Boards of Directors of both SAMA and Clever Leaves International. The special meeting of Schultze shareholders to approve the transaction will held on September 29, 2020. As of September 28, 2020, special meeting of stockholders will take place on September 30, 2020 to get votes to extend date by which Schultze has to consummate a business combination for an additional three months, from September 30, 2020 to December 31, 2020. As of November 30, 2020, the registration statement has been declared effective by the SEC. As of December 11, 2020, the transaction was approved by the shareholders of Clever Leaves. As of December 17, 2020, the transaction has been approved by the shareholders of Schultze Special Purpose Acquisition Corp. at its special meeting. The transaction is expected to close in the third quarter of 2020. The transaction is expected to close in the fourth quarter of 2020. As of November 30, 2020, the transaction is expected to close on or about December 18, 2020. Clever Leaves International intends to use the proceeds from the transaction to help fund the combined company's business operations near-term and potential M&A opportunities.

Canaccord Genuity Group Inc. and EarlyBirdCapital, Inc. acted as financial advisors and Kenneth A. Gerasimovich, Michael D. Helsel, Alan I. Annex of Greenberg Traurig, LLP, Justine Whitehead, Stewart Sutcliffe, Lindsay Gwyer and Alina Smirnova of Stikeman Elliott LLP and Jaime Cubillos of Posse Herrera Ruiz acted as legal advisors to SAMA. Cowen is acting as financial advisor with Sebastian L. Fain, Pamela L. Marcogliese, Michael Levitt, Mena Kaplan, Robert Scarborough, Lori Goodman, Maj Vaseghi, Brian Lewis, Elizabeth Bieber and Mary Lehner of Freshfields Bruckhaus Deringer LLP, Eric Foster, Kimberly Burns, Larry Nevsky of Dentons Canada LLP, and Darío Laguado Giraldo, Andrés Hernández De León, Diego Torres and Sergio Velandia of Brigard & Urrutia Abogados SAS acted as the legal advisors to Clever Leaves International. Morrow & Co., LLC acted as information agent to SAMA. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to SAMA. Morrow & Co., LLC will receive a fee of approximately $22,500 for the services rendered. EarlyBirdCapital, Inc. will receive a fee of $4.55 million from SAMA for its services. Mariana Norton Do Reis, Telma Carvalho and Manuel Franco Vergel of Cuatrecasas, Gonçalves Pereira & Associados R.L. acted as the Portuguese legal advisor to Schultze.

Clever Leaves International Inc. completed the acquisition of Schultze Special Purpose Acquisition Corp. (NasdaqCM:SAMA) (SAMA) in a reverse merger transaction on December 18, 2020. Julian Wilches, Chief Regulatory Officer, will continue to lead Clever Leaves. The combined company name has been changed to Clever Leaves Holdings trading under the ticker symbols “CLVR”and “CLVRW”, respectively. On December 17, 2020, the amended and restated articles of Clever Leaves Holdings Inc. became effective.