#11430 PA $23 ²0 W 50 IN L CLEVER LEAVES (63) CLEVER ieves 10 mL Cerin CLEVER 360 BON CBD 20% Cod fisca INC A-das MAÍZ TROPICAL fondue SHAVER OVER WELCOVE TO THE NOSDAD FAMILY HOLSTED ON NAS CLEVER CLVR Nasdaql S LEURE Nasdaq Cultivate Mojo, Create Value, Change Lives. CLVR NASDAQ LISTED November 2023 ⒸClever Leaves 2023.#2Who We Are NUO Our operations in Colombia produce cannabinoid active pharmaceutical ingredients (API) and finished products in the form of flowers and extracts * We provide value by facilitating an asset-light go-to-market strategy for our partners We facilitate downstream distribution and branding for select markets, with both white-label and CLVR-owned brands CLEVER LEAVES Clever Leaves aims to disrupt the traditional cannabis production industry by leveraging environmentally-sustainable, industrial scale and low-cost production methods wrapped in the world's most stringent pharmaceutical quality certifications 1#3Investment Highlights 1 2 3 4 5 Low-cost cultivation leader in Colombia Multinational operator decoupling production and commercialization - we do both where it makes sense Pharmaceutical-grade production authorized for export, with multi- year product cycles now reaching commercial delivery phase Seasoned global leadership team with operational & regulatory expertise in key geographies Focused on driving scale and cash flow generation leveraging attractive unit economics CLEVER LEAVES 2#4Clever Leaves' Goal is to Become a Hub in the Global Cannabinoid Supply Chain Legend Colombia Focus Markets phl PHARMALAD LABORATORIOS Cultivation/Production Incremental 2023 Destinations United Kingdom Brazil Portugal CORPORATION Ethypharm FIDELIO Healthcare Partners SOMAÍ CANOPY GROWTH cansativaⓇ Hypera pharma GreenCare Germany Switzerland can tourage, IQANNA Czech Republic AstraSana HOLDING AG Israel INTERCURE Australia ANTGidt CANNATREK MEDICAL CLEVER LEAVES 3#5Focused on Key International Markets The combination of commercial efforts and regulatory viability makes the following markets key regions of focus Australia Ecuador Brazil Italy Near-Term Focus (2023) Colombia (Domestic/Rec Market) Germany Long-Term Targets Mexico Panama Israel CLEVER LEAVES 5 United Kingdom Poland 4#6Significant Progress in a Lengthy Sales Cycle A complex and lengthy sales process (between 12-24 months).... Identify Prospective Customer Quality Systems Audit Product Specifications Developed & Country- Specific Regulatory Path Determined Initial Pathfinder Shipment New Supply Agreement Secured O Country- Specific Regulatory Approval Validation of Product Quality - Rigorous Testing 1st Commercial Shipment Apply for & Obtain Export & Import Permits O Expect to Achieve Repeat/Regular Purchase Orders Receive Market CLEVER LEAVES Feedback, Achieve Acceptance ...leads to a distinct competitive advantage with recurring, high-margin revenue 5#7Positioned for Global Cannabis Evolution + International Cannabis 1.0 Physician prescription Pharmacist-owned retail Traditional pharmaceutical quality standards and regulation International Cannabis 2.0 Expanded consumer access CLEVER LEAVES Owned retail; customer-oriented Adult-use legalized; less stringent regulation 6#8RAW MATERIAL / INGREDIENTS FULL SPECTRUM >> HIGH THC >> HIGH CBD LI different concentrations ed Cranstid hurbilt HAN BROAD SPECTRUM >> HIGH CBD SLAN 32 INC D Mukena CHRTISING CBD ISOLATE >> HIGH CBD different concentrations 72 Sem 2.2 BULK EXTRACT >> HIGH THC >> HIGH CBD different concentrations ROAD SPECTH.V What --- S CL DISTILLATE >> HIGH THC FINISHED PRODUCTS / ORAL SOLUTIONS different concentrations >> HIGH THC >> HIGH CBD WHITE LABEL >> HIGH THC >> HIGH CBD PRIVATE LABEL CLEVER LEAVES 30 mL Oral solution ESENIA CLEVER 360 ON CBD 5% THC anit original package, apteced A 30°C Made in Colombi go 19-R Ferepe industriel ora, Culumba Fustal Coce 25 ESSENTIAL Enhance your well-being 4% CBD (1200 mg) 30 ml Net Corlet Product Cri ESENIA ESSENTIAL CBD (1200 NG 30 ml Ⓒ CLEVER SEXAVER ak 10 mi Oral solution hald Versandverpackung IQANNA Cannabis Extrakt 1 CBD Dominert 5.100 10 ml állan Hardang Referansiitn CLEVER 360 ON CBD 20% 1 LEAVES میں ان و من آنها و د R 30°C. Made in Celan 10 Pun Cold Produt Endverbraucherpok IOANNA annabis Extralt CBD Daminan 5:100 10 ml De lawung fu Hertel Resepturarzneimi CLEVER LA323 Ⓒ CLEVER LEAVES 2023. Products are available in specific countries in accordance with applicable pharmaceutical and general laws. The contents of this presentation are privileged and confidential and are not intended for external distribution.#9THC 15-18% CLEVER FLOWER AVAILABLE herer NEBULA widow THC 19-24% THC ≤15% PATIMORADA KIRKWOOD LEAVES L THC 19-22% CHILLY Cachaca THC 18-20% SOUR CHERRY ES THC 19-21% E COMING SOON MALTED MUFFIN *** MAÍZ TROPICAL TROPICAL fondue MAÍZ fondue MELTED CACAO MUFFIN SWEET PLE SCOOP THC 19%-23% SWEETH MUNCHO SWEETPURPLE SCOOP THC 18%-19% THC 17%-18% SWEET MUNCH THC 18-21% ⒸCLEVER LEAVES 2023. Products are available in specific countries in accordance with applicable pharmaceutical and general laws. The contents of this presentation are privileged and confidential and are not intended for external distribution. CACIQUE#10Colombian Operations Driving Efficiencies Optimal Growing Conditions 12 hours of daily sunlight year- round; no need for artificial light High elevation → improved pest mitigation Rainwater collection supplies 2/3 of water needs No de-humidifiers or HVAC Note: 1 ha: 107,639 sq. ft 40,000 sq. ft. post- harvest processing facility 1.8M sq. ft. of licensed greenhouses GACP-certified in May 2020 EU GMP-certified in July 2020 Cost Advantages Low labor cost and minimum wage(<$2.00/hour vs. $8.00- $12.00/hour in Canada) Current Cultivation and Extraction Labor and production efficiencies help drive gross margin benefits f Limited Capex Existing cultivation capacity sufficient for near-term commercial needs, including flower exports CLEVER LEAVES EU GMP-certified facility with 108,000 kg per year of dry flower extraction capacity EU GMP-certified in July 2020 INVIMA GMP-certified (Colombia / LatAm) 9#11Commitment to Sustainability - Colombia ● ● ● ● ● ● CLEVER LEAVES Environment Optimized energy usage - natural sunlight virtually eliminates electricity needs for photosynthesis Water conservation - more than 80% of water needs satisfied through rainwater collection and storage in 2022 No Pesticides Used - high elevation greatly simplifies pest management in a crop Reforestation - voluntary campaigns in neighboring area Carbon Neutral - one of the first vertically integrated medicinal cannabis companies worldwide to achieve international certification for carbon neutrality Employment Female Empowerment Approximately 2/3 total Colombian workforce are women, mostly single mothers Women comprise approximately 70% of cultivation workforce Promotes formal employment for rural women, especially heads of household ● ● ● Community Support Transportation services On-site catered lunch - CLEVER LEAVES CLEVER LEAVES English classes for Colombian employees Strategic alliances with state entities: Rural Women Program of the Vice Presidency of the Republic SENA (National Learning Services) ICBF (Colombian Institute of Family Welfare) SAC (Colombian Agricultural Society) 10#12U.S. Positioning Through Herbal Brands, Clever Leaves has secured a wide distribution network in the U.S. Nutraceutical brand with 30- year history Nationwide distribution across US through four primary selling channels, providing access to -30,000+ locations: ● Traditional mass retailers Health food chains Smoke Shops Online retailers (Amazon and DTC) $8REBATE MEGA BERNITIN HERBAL CLEAN QCARBO16 QCARBO16 CLEANSING FORMULA $BREBATE DETOX HERBAL CLEAN MEGA Pasion CLEANSING FORMULA DETO (Sign on after CLVR acquisition) $BREBATE HERBAL CLEAN QCARBO16 DETORIFY YOUR BODY ♥CVS pharmacy MEGA STRENGTH CLEANSING FORMULA egiting y 73- FLAVOR DETOX $8REBATE HERBAL CLEAN QCARBO16 MEGA STASIME CLEANSING FORMULA ETOX W Herbal™ Brands, Inc CLEVER LEAVES RITE AID THE VITAMIN SHOPPEⓇ GNC LIVE WELL SINCE 1935 11#132023 Third Quarter Financial Summary¹ In Q3'23, we drove a more efficient operational infrastructure through our on-going cost optimization efforts, backed by continued commercial momentum in our international cannabinoid target markets. Net Revenues Gross Profit (GAAP) Segment Rev. (Cann/Non-Cann) Q3'23 $1.4mm / $2.4mm Q3'22 $0.6mm / $2.3mm Q3'23 Q3'22 Adj. EBITDA (Non-GAAP) Q3'23 $(2.6)mm Q3'22 $(3.7)mm (1) WN $3.8mm $2.9mm Q3'23 Q3'22 Q3'23 Q3'22² Total Revenue grew 33% y-o-y Revenue Per Gram $0.30 $1.08 Cannabinoid Revenue grew 135% y-o-y $1.9mm $1.3mm Non-Cannabinoid Revenue grew 6% y-o-y Key Points Q3'23 Q3'22 Cost Per Gram $0.75 $0.52 OpEx decreased 20% y-o-y³ CLEVER LEAVES Adj. EBITDA improved y-o-y to $(2.6)mm Cash Balance at October 31, 2023 was $6.2mm, not including the additional $1.9mm in proceeds from the Nov. sale of remaining Cansativa stake Year-over-year comparisons reflect the presentation of the Company's Portugal operations as a discontinued operations, in accordance with Accounting Standards Codification (ASC) 205, Presentation of Financial Statements. For additional detail, please refer to the Company's Form 10-Q for the fiscal period ended September 30, 2023. Prior period numbers are re-stated to exclude discontinued operations to make it comparative with current period numbers. Year-over-year comparison excludes the impact of the $19mm goodwill impairment charge related to the Company's Colombian cannabis licenses in Q3'22. 12#14Financial Projections - Revised 2023 Projections Financial Forecast ($USD in mm) Revenue Adj. EBITDA $17.8 Flower Herbal Brands Extracts 50.9% Adj. Gross Margin 2022 $1.5mm capex (1) Flower category includes Branded Cannabinoid Products. $(23.1) 19% Revenue Breakdown by Product¹ 67% 2022 $17-$18 14% 55% -57% Adj. Gross Margin 2023 $0.2 $0.3mm capex $(11.0) - $(10.0) 29% 55% CLEVER LEAVES 2023 16% 13#15Key Leadership World-class leadership with a track record of outstanding execution leading a 312-person¹ team. Clever Leaves Executives Andrés Fajardo Co-founder and Chief Executive Officer booz&co. mojo ventures Hank Hague Chief Financial Officer ABACUS HEALTH PRODUCTS, INC. Julián Wilches Chief Regulatory Officer EPUBLICA FOSTER COLOMB LIBERTARY ORDEN Georgette Otero General Counsel (1) As of November 9, 2023. Baker McKenzie. iQ OUTSOURCING Medtronic Pitney Bowes Harvard Business School The Gillette Company Gustavo Escobar Chief Operating Officer mojo ventures iQ OUTSOURCING Camilo Bohorquez Head of Colombia BCG Deloitte. booz&co. Dr. Stefan Kunert Head of Germany n TILRAY sanofi pasteur MSD Joe Jacober CEO, Herbal Brands Herbal CHINA Brands MIST. Co. CLEVER LEAVES Columbia Business School 14#16FY2023 Goals Focused Commercial Strategy Production Optimized Cash Management Focus all commercial, regulatory, and product development efforts on Australia, Brazil, Colombia, Germany, Israel, and the United Kingdom Close commercial agreements for high THC flower from Colombia, following first shipments to Australia and Germany in 1H23 Continue expanding already successful extract portfolio and commercially launch high-THC flower produced in Colombia Low-Cost, High-QualityLeverage our scale, operating experience, and factor costs to continue improving margins CLEVER LEAVES Continue reducing operating expenses and capital intensity Evaluate further initiatives to improve balance sheet 15#17Contact Clever Leaves Hank Hague Chief Financial Officer [email protected] Investor Relations Cody Slach or Jackie Keshner Gateway Group, Inc. [email protected] (949) 574-3860#18Disclaimer CLEVER LEAVES No Representations or Warranties This presentation (this "Presentation") is provided for informational purposes only. No representations or warranties, express or implied are given in, or in respect of, this Presentation. To the fullest extent permitted by law in no circumstances will Clever Leaves Holdings Inc. ("Clever Leaves") or any of its subsidiaries, shareholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Industry and market data used in this Presentation have been obtained from third-party industry publications and source as well as from research reports prepared for other purposes. Clever Leaves has not independently verified the data obtained from these sources and cannot assure you of the data's accuracy or completeness. This data is subject to change. In addition, this Presentation does not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of Clever Leaves. Viewers of this Presentation should each make their own evaluation of Clever Leaves and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. No Offer or Solicitation This presentation shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. Forward-Looking Statements This presentation includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "aim," "anticipate," "believe," "can," "continue," "could," "estimate," "evolve," "expect," "forecast," "future," "guidance," "intend," "may," "opportunity," "outlook," "pipeline," "plan," "predict," "potential," "projected," "seek," "seem," "should," "will," "would" and similar expressions (or the negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements as well as our outlook for 2023 are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. Important factors that may affect actual results or the achievability of the Company's expectations include, but are not limited to: (i) our ability to continue as a going concern; (ii) our ability to maintain the listing of our securities on Nasdaq; (iii) our ability to implement our restructuring initiatives; (iv) expectations with respect to future operating and financial performance and growth, including if or when Clever Leaves will become profitable; (v) Clever Leaves' ability to execute its business plans and strategy and to receive regulatory approvals (including its goals in its five key markets and goals for entry into the United Kingdom); (vi) Clever Leaves' ability to capitalize on expected market opportunities, including the timing and extent to which cannabis is legalized in various jurisdictions; (vii) global economic and business conditions, including recent economic sanctions against Russia and their effects on the global economy; (viii) geopolitical events (including the ongoing military conflict between Russia and Ukraine as well as the war between Israel and Hamas), natural disasters, acts of God and pandemics, including the economic and operational disruptions and other effects of COVID-19; (ix) regulatory developments in key markets for the Company's products, including international regulatory agency coordination and increased quality standards imposed by certain health regulatory agencies, and failure to otherwise comply with laws and regulations; (x) uncertainty with respect to the requirements applicable to certain cannabis products as well as the permissibility of sample shipments, and other risks and uncertainties; (xi) consumer, legislative, and regulatory sentiment or perception regarding Clever Leaves' products; (xii) lack of regulatory approval and market acceptance of Clever Leaves' new products which may impede its ability to successfully commercialize its products; (xiii) the extent to which Clever Leaves' is able to monetize its existing THC market quota within Colombia; (xiv) demand for Clever Leaves' products and Clever Leaves' ability to meet demand for its products and negotiate agreements with existing and new customers; (xv) developing product enhancements and formulations with commercial value and appeal; (xvi) product liability claims exposure; (xvii) lack of a history and experience operating a business on a large scale and across multiple jurisdictions; (xviii) limited experience operating as a public company; (xix) changes in currency exchange rates and interest rates; (xx) weather and agricultural conditions and their impact on the Company's cultivation and construction plans, (xxi) Clever Leaves' ability to hire and retain skilled personnel in the jurisdictions where it operates; (xxii) Clever Leaves' ability to remediate a material weakness in its internal control cover financial reporting and to develop and maintain effective internal and disclosure controls; (xxiii) potential litigation; (xxiv) access to additional financing; and (xxv) completion of our construction initiatives on time and on budget. The foregoing list of factors is not exclusive. Additional information concerning certain of these and other risk factors is contained in Clever Leaves' most recent filings with the SEC. All subsequent written and oral forward-looking statements concerning Clever Leaves and attributable to Clever Leaves or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Clever Leaves expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based. Trademarks This presentation contains trademarks, service marks, trade names and copyrights of Clever Leaves and other companies, which are the property of their respective owners. 17#19Disclaimer, Cont. CLEVER LEAVES Certain Unaudited Financial Projections This Presentation contains certain unaudited projected financial information of Clever Leaves. These projections have not been prepared in accordance with GAAP and IFRS. Clever Leaves' independent registered public accounting firm, has not audited, reviewed, compiled or performed any procedures with respect to the projections and does not express an opinion on or any form of assurance related to the projections. The projections were based on numerous variables and assumptions that are inherently uncertain and many of which are beyond the control of Clever Leaves. Additionally, the projections are inherently forward looking and span multiple years. Consequently, the projections, as with all forward-looking information, become subject to greater unpredictability and uncertainty with each successive year. The assumptions upon which the projections were based necessarily involve judgments with respect to, among other things, future economic, competitive and regulatory conditions and financial market conditions, all of which are difficult or impossible to predict or estimate and most of which are beyond Clever Leaves' control. The projections also reflect assumptions regarding the continuing nature of certain business decisions that, in reality, would be subject to change. See "Forward-Looking Statements" above. In addition, the achievability of the forecast assuming incremental THC sales assumes the expansion of cultivation facilities in Portugal, utilization of all of the existing 16 hectares in Colombia, a significant increase in sales, receipt of licenses, quotas or other regulatory approvals to sell the projected volumes as well the opening up of the global markets for export of cannabis from Colombia into key end markets, which would create the opportunity to sell additional high THC extract. However, the timing and the extent to which this opportunity materializes is outside of Clever Leaves' the Company's control. If the full quota is not utilized, Clever Leaves will not achieve any or all incremental THC sales. Accordingly, there can be no assurance that the projections will be realized and actual results may vary materially from those projected. The inclusion of summaries of the projections in this document should not be regarded as an indication that Clever Leaves or any of its affiliates, officers, directors, advisors or other representatives considered or consider the projections to be necessarily predictive of actual future events or results of Clever Leaves' operations, and, consequently, the projections should not be relied on in such a manner. Neither Clever Leaves nor any of its affiliates, officers, directors, advisors or other representatives can give any assurance that actual results will not differ from the projections, and neither Clever Leaves nor any of its affiliates undertakes any obligation to update or otherwise revise or reconcile the projections to reflect circumstances existing or developments and events occurring after the date of the projections or that may occur in the future, even in the event that any or all of the assumptions underlying the projections are not realized. Clever Leaves does not intend to make available publicly any update or other revision to the projections, except as otherwise required by law. None of Clever Leaves nor any of its affiliates, officers, directors, advisors or other representatives has made or makes any representation to any Clever Leaves shareholder or other person regarding the ultimate performance of Clever Leaves compared to the information contained in the projections or that the projections will be achieved. In light of the foregoing factors and the uncertainties inherent in the projections, Clever Leaves' shareholders are cautioned not to place undue, if any, reliance on the information presented in the projections. Non-GAAP Financial Measures In this presentation, Clever Leaves refers to certain non-GAAP financial measures including Adjusted EBITDA, Adjusted Gross Profit and Adjusted Gross Margin. Adjusted EBITDA, Adjusted Gross Profit and Adjusted Gross Margin do not have standardized meanings prescribed by GAAP and are therefore unlikely to be comparable to similar measures presented by other companies. Adjusted EBITDA is defined as income/loss from continuing operations before interest, taxes, depreciation and amortization, share-based compensation expense, restructuring expenses, foreign exchange gain/loss, gains/losses on the early extinguishment of debt, gain/loss on remeasurement of warrant liability, equity investment share of gain/loss, other expense/income and income/loss from discontinued operations. Adjusted Gross Profit (and the related Adjusted Gross Margin measure) is defined as gross profit excluding inventory provision. Adjusted EBITDA, Adjusted Gross Profit and Adjusted Gross Margin also exclude the impact of certain non-recurring items that are not directly attributable to the underlying operating performance. Clever Leaves considers Adjusted EBITDA, Adjusted Gross Profit and Adjusted Gross Margin to be meaningful indicators of the performance of its core business. Adjusted EBITDA, Adjusted Gross Profit and Adjusted Gross Margin should neither be considered in isolation nor as a substitute for the financial measures prepared in accordance with U.S. GAAP. For reconciliations of Adjusted EBITDA, Adjusted Gross Profit and Adjusted Gross Margin to the most directly comparable U.S. GAAP measures, see the relevant schedules provided with this presentation. We have not provided or reconciled the non-GAAP forward-looking information to their corresponding GAAP measures because the exact amounts for these items are not currently determinable without unreasonable efforts but may be significant. 18#20Appendix#21Board of Directors Andrés Fajardo Director and Chief Executive Officer booz&co. mojo Q OUTSOURCING Gary Julien Independent Director KANDERS & CO. BRONSON POINT George Schultze Independent Director - Chairman of the Board Schultze Asset Management, LP MD SASS S BEAR STEARNS Schultze Asset Management, LP Clever Leaves Board ARMOR HOLDINGS MERRILL LYNCH Elisabeth De Marse Independent Director TheStreet Bloomberg Bankrate newser READ LESS Will Muecke Independent Director ARTEMIS PARTNERS C Goldman CoreCo Sachs Private Equity DLJ SALOMON SMITH BARNEY d CLEVER LEAVES 20#22Capital Structure Clever Leaves Holdings, Inc. Capitalization Share Class Common Shares RSUS Common Shares Outstanding Management Incentive Options Warrants Fully Diluted Shares Reference Sponsor Earnout Management Earnout Tier 2 Fully diluted shares plus performance-based awards (2) (3) (4) (5) (6) Gross Shares Count 1,745 70 1,815 10 17,777 19,602 19 24 19,645 % of Total 8.9% 0.4% 9.2% 0.1% 90.5% 99.8% 0.1% 0.1% 100.0% Exercise Price $0.00 - $866.7 $11.50 $450.00 $450.00 Treasury Stock Method Count 1,745 70 1,815 6 1,821 1,821 CLEVER LEAVES % of Total 95.8% 3.8% 99.7% 0.3% 100.0% 100.0% (1) Stock price as of Nov. 7, 2023 (2) Includes 19K of SPAC Sponsor earn-out common shares. (3) Includes 58K RSUS and 12K Management Earnout Tier 1 shares for Company's management for which the closing price share condition has been met but are still subject to vesting condition. (4) Includes 4.9M of SPAC Sponsor Warrants (5) The 19K earnout shares related to the SPAC Sponsor and placed into escrow will be released from escrow only if the closing price of the Company's common shares on Nasdaq equals or exceeds $15.00 per share for any 20 trading days within any consecutive 30 trading day period on or before the fourth anniversary of the Closing. (6) The 24K earnout shares for the Company's management will be issued to the Earnout Shareholders at the direction of the Company's board of directors (or any committee designated thereby) only if the closing price of the company's common shares on Nasdaq equals or exceeds $15.00 per share for any 20 trading days within any consecutive 30 trading day period on or before the fourth anniversary of the Closing. (7) In connection with the Reverse Share Split, the warrants were adjusted in accordance with their terms such that each warrant entitles the holder to purchase 1/30 common share, at an exercise price of $11.50 per share. 21#23Adjusted EBITDA Reconciliation Non-GAAP Financial Measures In this presentation, Clever Leaves may reference certain non-GAAP financial measures, including Adjusted EBITDA. Non-GAAP measures do not have a standardized meaning prescribed by GAAP and are therefore unlikely to be comparable to similar measures presented by other companies. The Company defines Adjusted EBITDA as income from continuing operations before interest, taxes, depreciation, amortization, share-based compensation expense, intangible asset impairment, restructuring expense, gain on investments, gains/losses on foreign currency fluctuations, gains/losses on the early extinguishment of debt, and miscellaneous expenses. Adjusted EBITDA also excludes the impact of certain non-recurring items that are not directly attributable to the underlying operating performance. Such items are shown in the table reconciling adjusted EBITDA to consolidated income from continuing operations before income taxes. Clever Leaves considers Adjusted EBITDA to be a meaningful indicator of the operating performance of its business. Non-GAAP measures, including Adjusted EBITDA, should neither be considered in isolation nor as a substitute for the financial measures prepared in accordance with U.S. GAAP. For a reconciliation of non-GAAP measures, including Adjusted EBITDA, to the most directly comparable U.S. GAAP measure, see the relevant schedules provided with this presentation. Net Loss Loss (Income) from discontinued operations Gain on remeasurement of warrant liability Share-based compensation Restructuring expenses Depreciation and amortization Interest expense and amortization of debt issuance costs Foreign exchange loss Gain on investment Investment Impairment Goodwill Impairment Deferred Tax (recovery) Loss on debt extinguishment, net Equity investment share of loss Other (income) expense, net Adjusted EBITDA (Non-GAAP Measure) $ Three Months Ended September 30, 2023 2022 (5,138) $ (2,133) (60) 52 691 5 275 3,705 (31) $ (2,634) $ (20,163) 1,972 (196) 958 (82) 748 (58) 669 19,000 (6,650) 102 (3,700) Nine Months Ended September 2023 2022 $ $ (12,814) (1,869) (5) 954 1,933 23 297 3,705 (19) (7,795) $ (37,349) 7,189 (2,009) 2,606 3,761 2,322 2,696 1,144 (6,851) CLEVER LEAVES 19,000 (6,650) 2,263 64 111 $ (11,703) 22#24Adjusted Gross Profit / Adjusted Gross Margin (%) Reconciliation Non-GAAP Financial Measures In this presentation, Clever Leaves may reference certain non-GAAP financial measures, including Adjusted Gross Profit and Adjusted Gross Margin. Non-GAAP measures do not have a standardized meaning prescribed by GAAP and are therefore unlikely to be comparable to similar measures presented by other companies. Adjusted Gross Profit is defined as gross profit excluding inventory provision. Adjusted Gross Margin is defined as gross profit excluding inventory provision divided by Net Revenue. Clever Leaves considers Adjusted Gross Profit and Adjusted Gross Margin (%) to be a meaningful indicator of the operating performance of its business. Non-GAAP measures, including Adjusted Gross Profit and Adjusted Gross Margin (%), should neither be considered in isolation nor as a substitute for the financial measures prepared in accordance with U.S. GAAP. For a reconciliation of non-GAAP measures, including Adjusted Gross Profit and Adjusted Gross Margin (%), to the most directly comparable U.S. GAAP measure, see the relevant schedules provided with this presentation. Revenue Cost of sales, before inventory provision Inventory provision Gross Profit Inventory provision Adjusted Gross Profit (Non-GAAP Measure) Gross Profit Margin (%) Adjusted Gross Profit Margin (Non-GAAP Measure) (%) Three Months Ended September 30, 2023 2022 3,820 $ (1,614) (264) 1,942 (264) 2,206 50.8% 57.7% $ 2,867 (1,013) (555) 1,299 (555) 1,854 45.3% 64.7% Nine Months Ended September 30, 2023 $ $ 12,779 $ (5,286) (591) 6,902 (591) 7,493 54.0% 58.6% 2022 CLEVER LEAVES 12,008 (4,532) (1,103) 6,373 (1,103) 7,476 53.1% 62.3% 23