Confirmation Agreement, dated as of December 18, 2020, made by the guarantors named therein in favor of GLAS Americas LLC, as Collateral Agent

Exhibit 10.27

Execution Version

DATE: December 18, 2020

CONFIRMATION AGREEMENT

WHEREAS, Clever Leaves International Inc. (formerly Northern Swan Holdings, Inc.), a corporation incorporated pursuant to the laws of the Province of British Columbia (the “Issuer”), has, as issuer, issued certain secured convertible notes in favour of each of the Noteholders (as each may be amended, amended and restated, renewed, extended, supplemented, assigned, replaced or otherwise modified from time to time, a “Note” and collectively, the “Notes”);

AND WHEREAS, on March 12, 2020 the Issuer changed its name from Northern Swan Holdings, Inc. to “Clever Leaves International Inc.”;

AND WHEREAS, the Agent, the Issuer, each Guarantor, the other Secured Parties and GLAS USA LLC, as paying agent, among others, have entered into an amended and restated intercreditor and collateral agency agreement dated May 10, 2019 to secure and confirm the relative priority of the obligations owing to present and future Secured Parties;

AND WHEREAS, each of the Guarantors have previously delivered to the Agent, for the benefit Secured Parties, the Guarantee guaranteeing the Guaranteed Obligations;

AND WHEREAS, in connection with a corporate reorganization being completed by the Issuer and certain of its affiliates and subsidiaries (the “Reorganization”), each Guarantor has agreed to execute and deliver this Confirmation Agreement in favour of the Agent for the benefit of the Secured Parties to confirm that the Guarantee and each Loan Document to which it is a party continues in full force and effect and that it is bound by each and every one of the terms and conditions contained in the Guarantee and other Loan Documents and that it will perform all of the provisions of and its obligations under the Guarantee and other Loan Documents notwithstanding the Reorganization;

NOW THEREFORE FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, each of the Guarantors hereby acknowledges, covenants and agrees to and in favour of the Secured Parties as follows:

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DATED as of the date first indicated on the first page hereof.

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