Exhibit 10.26

AMENDMENT, CONSENT AND WAIVER AGREEMENT

WHEREAS all capitalized terms used in this amendment, consent and waiver agreement (this “Agreement”) and not otherwise defined herein shall have the meanings ascribed thereto in the Intercreditor Agreement.

AND WHEREAS (i) Neem Holding, LLC (the “Subscriber”)  is the holder of Class C Preferred Shares, (ii) the Subscriber or one of its affiliates or an affiliate of Farallon Capital Management LLC has agreed to subscribe for and purchase 936,364 class D preferred shares issued in the capital of the Company (the “Class D Preferred Shares”)  for an aggregate purchase price of USD$10,300,004, upon the terms and subject to the conditions set out in the subscription agreement dated on or about the date hereof (the “Subscription Agreement”)  among the Company and the Subscriber; and (iii) in accordance with the Subscription Agreement, the Subscriber has the right, but not the obligation, to cause the Company to purchase up to 711,035 Class C Preferred Shares from the Subscriber for a maximum aggregate purchase price of USD$6,249,997.65 (the “Put Right”). 

AND WHEREAS in connection with, among other things, the Subscription Agreement, the Company wishes to (i) amend each of the Notes to provide for an increase in the rate of interest payable on the Principal Amount owing under the Notes and to provide that such interest be payable in-kind, (ii) amend the restrictive covenants provided for under the Notes to allow for the creating, incurrence or assumption of certain additional debt; (iii) consent to the exercise of the Put Right by the Subscriber; and (iv) extend the date on which the Company is required to deliver its audited year-end financial statements.

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the undersigned, the undersigned agree as follows:

“Refinancing Indebtedness” shall mean refinancings, replacements, renewals or extensions of debt so long as such refinancings, replacements, renewals, or extensions do not result in an increase in the principal amount of the debt so refinanced, replaced, renewed, or extended (beyond any such limit provided for in Section 6.5 (and provided that the proceeds of any such increase in the principal amount of such debt are received in cash)), other than by the amount of premiums paid thereon and the fees and expenses incurred in connection therewith and by the amount of unfunded commitments with respect thereto.

“2.2.1 Interest shall accrue on the whole amount of the Principal Amount outstanding and remaining from time to time unpaid, commencing from the date hereof and continuing both before and after the Maturity Date, default and judgment until actual payment in full of this Convertible Note or conversion as hereinafter provided, at the annual interest rate of ten percent (10%) calculated and compounded quarterly in arrears on March 31, June 30, September 30 and December 31 of each year (commencing on March 31, 2019) and payable on the earliest of (i) the Maturity Date; (ii) repayment of the Principal Amount or any part thereof (for certainty, interest shall only be paid on such amount of the Principal Amount as is being repaid); and (iii) following the occurrence of an Event of Default which is continuing, receipt of written notice by the Company from the Agent that the Obligations are due and payable. Interest shall be computed on the basis of the actual number of days elapsed divided by 365 or 366, as the case may be, compounded quarterly. Principal and interest shall be payable in lawful money of the United States of America, and shall be paid to the Paying Agent at 3 Second Street, Suite 206, Jersey City, NJ 07311 or at such other place as the Paying Agent may have designated from time to time in writing to the Company.”.

“12%”.

“[Intentionally deleted.]”.

“6.5 Negative Covenant regarding Debt. The Company hereby covenants and agrees with the Lender that the Company will not, and shall ensure that each of its subsidiaries shall not, without the prior written consent of the Lender, create, incur or assume any debt, except for (i) Subordinated Debt, (ii) debt created, incurred or assumed by Herbal Brands, Inc., provided that (A) the proceeds of such debt are received in cash, (B) such debt does not, in the aggregate, exceed Eight Million Five Hundred Thousand United States Dollars (US$8,500,000) and (C) such debt is non-recourse to the Obligors (other than Herbal Brands, Inc.), and any Refinancing Indebtedness in respect of such debt, and (iii) debt created, incurred or assumed by any one or more direct or indirect subsidiaries of the Company including, but not limited to, Ecomedics S.A.S. (operating as Clever Leaves), provided that (A) the proceeds of such debt are received in cash and provided further that such debt does not (excluding the debt set forth in clause (ii) above), exceed Ten Million United States Dollars (US$10,000,000) in the aggregate, at any time, (B) such debt is for general corporate purposes, acquisitions, asset purchases, capital expenditures and any refinancing of Subordinated Debt only, and (C) such debt does not replace, repay or refinance any debt set forth in clause (ii) above and is not used in exchange for any such debt or any equity of the Company or any of its direct or indirect subsidiaries, and any Refinancing Indebtedness in respect of such debt.”

“(ii) guarantees in respect of debt permitted by Section 6.5 below provided by any direct or indirect subsidiary of the Company, other than Northern Swan International, Inc., and provided that such guarantee is subject to a subordination agreement in form and substance reasonably satisfactory to the Lender, or”.

“(ii) debt permitted by Section 6.2.2 above or Section 6.5 below;”.

“7.1.6 Authorized Capital. The authorized capital of the Company consists of: (A) the following common shares: (i) an unlimited number of class A voting common shares, of which 19,266,610 are issued and outstanding as of the date hereof; (ii) an unlimited number of class B voting common shares, of which 0 are issued and outstanding as of the date hereof; (iii) an unlimited number of class C non-voting common shares, of which 0 are issued and outstanding as of the date hereof; (iv) an unlimited number of class D preferred shares; and (B) an unlimited number of Class C Preferred Shares, of which 5,988,957 Class C Preferred Shares are issued and outstanding as of the Business Day immediately preceding the date hereof. Except pursuant to the Loan Documents, (i) other than (A) in connection with the proposed private placement of up to 4,090,916 class D preferred shares at a price of $11.00 per class D preferred share, (B) 3,634,504 stock options exercisable for class A voting shares of the Company, (C) warrants to purchase 28,922 class A voting common shares, (D) warrants to purchase 193,402 Class C Preferred Shares, (E) options and shares reserved under the Company’s 2018 Omnibus Incentive Compensation Plan for issuance to employees in accordance with the terms thereof, and (F) rights of certain management of the Company to obtain 5,625,572 class A voting common shares in connection with the Company’s October 31, 2019 acquisition of the outstanding minority interest in the Company’s subsidiary Eagle Canada Holdings, Inc., the Company does not have any outstanding agreement, subscription, warrant, option or commitment (nor has it granted any right or privilege capable of becoming an agreement, subscription, warrant, option or commitment) obligating it to issue or sell any Common Shares or other securities, including any security or obligation of any kind convertible into or exchangeable for Common Shares or other security and (ii) there is no outstanding share or stock appreciation right, phantom equity, restricted share unit, deferred share unit or similar right, agreement, arrangement or commitment based on the market price of the Common Shares or the income or any other attribute of the Company or any of its subsidiaries. Except for the amended and restated shareholders agreement dated March 30, 2019 among the Company and each of the shareholders listed on Schedule A thereto, the Investor Rights Agreement dated March 30, 2019 among the Company and certain investors listed on Schedule A thereto and the Voting Support and Consultation Agreement, dated October 31, 2019, by and among the Company, Andrés Fajardo, Gustavo Escobar, Julián Wilches, Daniel Montana, Kyle Detwiler, Delroy Wright and Joseph Salameh, there is no outstanding shareholder agreement, proxy, voting trust, right to require registration under any applicable securities legislation or any other arrangement or commitment to which the Company or any of its subsidiaries is a party or bound, with respect to the voting, disposition or registration of any outstanding securities of the Company or any of its subsidiaries.”.

DATED as of the date first written above. 

7