Payout and Release Agreement, dated as of July 13, 2021, by and among Clever Leaves International Inc., Clever Leaves Holdings Inc., GLAS Americas LLC, as collateral agent, GLAS USA LLC, as paying agent, and other parties named therein

Exhibit 10.8

PAYOUT AND RELEASE AGREEMENT

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”):

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:

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.)

DATED as of the date first written above.

SCHEDULE B

Paying Agent Wire Instructions

SCHEDULE A

PAYOUT AMOUNTS