COMPANY SUPPORT AGREEMENT
This COMPANY SUPPORT AGREEMENT (this “Agreement”) is dated as of November 8, 2026, by and among the Persons set forth on Schedule I hereto (each, a “Company
Securityholder” and, collectively, the “Company Securityholders”), Globa Terra Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), and Nature’s Ledger Inc., a corporation existing under the ABCA (the “Company”).
Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
RECITALS
WHEREAS, as of the date hereof, the Company Securityholders are the holders of record and the “beneficial owners” (within the meaning of Rule 13d-3 under the Exchange Act) and
recorded on the “central securities register” of the Company (within the meaning of the ABCA) of such number of NL Shares as are indicated opposite each such Company Securityholder’s name on Schedule I attached hereto (all such shares, or any
successor or additional voting or non-voting equity securities, or securities exchangeable or exercisable into equity securities of the Company of which direct or indirect ownership or control is hereafter acquired by any such Company Securityholder
prior to the termination of this Agreement are referred to herein as the “Subject Shares”);
WHEREAS, contemporaneously with the execution and delivery of this Agreement, SPAC and the Company have entered into that certain business combination agreement, dated as of the date
hereof (as amended or modified from time to time, the “Business Combination Agreement”), pursuant to which, among other transactions, on the terms and subject to the conditions set forth therein, (i) SPAC will merge with and into Pubco, in
which Pubco will be the surviving company, (ii) Pubco will be continued out of the Cayman Islands and continue as a corporation under the ABCA and (iii) under a plan of arrangement under section 193 of the ABCA, no earlier than the day after the
Continuance is consummated, the Company, BCCo and AmalSub will amalgamate to form Amalco, a wholly-owned subsidiary of Pubco; and
WHEREAS, as an inducement to SPAC and the Company to enter into the Business Combination Agreement and to consummate the transactions contemplated therein, the parties hereto desire
to agree to certain matters as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:
ARTICLE I
VOTING AGREEMENT; COVENANTS
1.1 Binding Effect of Business Combination Agreement. Until the Expiration Time (as defined
below), each Company Securityholder shall be bound by and comply with Sections 6.5 (Non-Solicitation by the Company Parties) and 6.15 (Public
Announcements) of the Business Combination Agreement (and any relevant definitions contained in any such Sections) as if (a) such Company Securityholder was an original signatory to the Business Combination
Agreement with respect to such provisions, and (b) each reference to the “Company Party” contained in Section 6.5 of the Business Combination Agreement also referred to each such Company Securityholder.
1.2 Voting Agreement. (a) During the period commencing on the date hereof and ending on the
earlier of (x) the Effective Time and (y) such date and time as the Business Combination Agreement shall be validly terminated in accordance with Article 8 (Term and Termination) thereof (the earlier of (x)
and (y), the “Expiration Time”), each Company Securityholder hereby unconditionally and irrevocably agrees that, at any meeting of the shareholders or other securityholders of the Company (or any adjournment or postponement thereof), and in
any action by written consent of the shareholders of the Company distributed by the Board of Directors of the Company or otherwise undertaken as contemplated by the Business Combination Agreement or the transactions contemplated thereby, such
Company Securityholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause all of its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and such Company Securityholder
shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares:
(i) to approve and adopt the Business Combination Agreement and the transactions contemplated thereby, including the NL Arrangement Resolution and each of the
other proposals sought by the Company with respect to the Business Combination Agreement or the transactions contemplated thereby (the “Company Transaction Proposals”), including without limitation any other consent, waiver or approval
required under the Company’s organizational documents or under any agreements between the Company and its shareholders;
(ii) against any business combination or merger, amalgamation, consolidation, combination, sale of substantial assets, reorganization, recapitalization,
dissolution, liquidation or winding up of or by the Company other than the Business Combination Agreement or the Transaction Documents and the Amalgamation and the other transactions contemplated thereby;
(iii) against any change in the business (to the extent in violation of the Business Combination Agreement), management or Board of Directors of the Company
other than in connection with the Company Transaction Proposals and the transactions contemplated thereby or as consented to in writing by SPAC; and
(iv) against any proposal, action or agreement that would (A) impede, interfere with, delay, postpone, frustrate, prevent or nullify any provision of this
Agreement, the Business Combination Agreement, the Transaction Documents or the Amalgamation or any of the transactions contemplated thereby, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or
agreement of the Company or the Company Securityholders under the Business Combination Agreement or this Agreement, as applicable, (C) result in any of the conditions set forth in Article 7 of the Business Combination Agreement not being fulfilled,
or (D) change in any manner the dividend policy or capitalization of the Company, including the voting rights of any share capital of the Company.
(b) During the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder hereby agrees that it shall not commit or
agree to take any action inconsistent with the foregoing. Notwithstanding the foregoing, the obligations of each Company Securityholder specified in this Section 1.2 shall apply whether or not the Amalgamation or any action described above is
recommended by the Board of Directors of the Company or the Board of Directors of the Company has previously recommended the Amalgamation but changed such recommendation.
(c) In furtherance of the foregoing, each Company Securityholder hereby irrevocably appoints as its proxy and attorney-in-fact, Agustin Tristan Aldave, in his
capacity as an officer of SPAC, and any individual who shall hereafter succeed to such officer of SPAC, and any other Person designated in writing by SPAC (collectively, the “Grantees”), with full power of substitution, to vote or execute
written consents with respect to the Subject Shares in accordance with this Section 1.2 and, in the discretion of the Grantees, with respect to any proposed postponements or adjournments of any meeting of the shareholders of the Company at which
any of the matters described in Section 1.2(a) was to be considered. This proxy is coupled with an interest and shall be irrevocable, and the Company Securityholder will take such further action or execute such other instruments as may be
necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by the Company Securityholder with respect to the Subject Shares. SPAC may terminate this proxy with respect to any Company Securityholder at any time
at its sole election by written notice provided to such Company Securityholder.
(d) During the period commencing on the date hereof and ending on the Expiration Time, each Company Securityholder (i) shall not enter into any Contract with
the Company or any Subsidiary thereof, nor (ii) shall such Company Securityholder modify or amend any Contract with the Company or any Subsidiary thereof to which it, he or she is a party, without the prior written consent of SPAC (which consent
shall not be unreasonably withheld, conditioned or delayed so long as such modification or amendment is in connection with or relates to the transactions contemplated by, and is not inconsistent with the terms of, the Business Combination Agreement
or any Transaction Document). No Company Securityholder has entered into, and shall not enter into, any Contract that would restrict, limit or interfere with the performance of its obligations hereunder.
1.3 No Transfer. During the period commencing on the date hereof and ending on the Expiration
Time, each Company Securityholder agrees that such Company Securityholder shall not, without the prior written consent of SPAC, directly or indirectly, (i) sell, offer to sell, contract or agree to sell, hypothecate, transfer, pledge, encumber,
grant any option to purchase or otherwise dispose of or agree to dispose of or transfer, each with respect to any Subject Shares owned by such Company Securityholder, (ii) enter into any swap or other arrangement that transfers to another, in whole
or in part, any of the economic consequences of ownership of any Subject Shares owned by such Company Securityholder, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) and (iii),
collectively, a “Transfer”); provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer. “Permitted Transfer” shall mean any Transfer (a) in the case of a
Person who is not an individual, to any Affiliate of such Person or to any member(s) of such Person or any of their Affiliates; (b) in the case of an individual, to a member of such individual’s immediate family or to a trust, the beneficiary of
which is a member of such individual’s immediate family, an Affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of Laws of descent and distribution upon death of such individual; or (d) in the
case of an individual, pursuant to a qualified domestic relations order; provided, however, that, prior to and as a condition to the effectiveness of any Permitted Transfer described in clauses (a) through (d), the transferee in
such Permitted Transfer (a “Permitted Transferee”) shall have executed and delivered to SPAC and the Company a joinder or counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the applicable terms
and provisions of this Agreement. The Company shall not register any sale, assignment or transfer of the Subject Shares on the Company’s share ledger (book entry or otherwise) that is not in compliance with this Section 1.3. During the period
commencing on the date hereof and ending on the Expiration Time, each Company Securityholder shall not, without the prior written consent of SPAC, engage in any transaction involving the securities of SPAC prior to the Closing.
1.4 New Shares. In the event that (i) any Subject Shares or other equity securities of the
Company are issued to a Company Securityholder after the date of this Agreement pursuant to any offering, share split, share combination, amalgamation, consolidation, reclassification, recapitalization, reorganization, exchange, readjustment of
shares or similar transaction of the NL Shares or other equity securities of the Company of, on or affecting the Subject Shares or other equity securities of the Company owned by such Company Securityholder, (ii) the Company Securityholder
purchases or otherwise acquires beneficial ownership of any Subject Shares or other equity securities of the Company after the date of this Agreement and prior to the Closing, or (iii) the Company Securityholder acquires the right to vote or share
in the voting of any Subject Shares or other equity securities of the Company after the date of this Agreement (such Subject Shares or other equity securities of the Company, the “New Securities”), then such New Securities acquired or
purchased by such Company Securityholder shall be subject to the terms of this Agreement to the same extent as if they constituted the Subject Shares owned by such Company Securityholder as of the date hereof.
1.5 Further Assurances. Each Company Securityholder shall execute and deliver, or cause to be
executed and delivered, such additional documents, and take, or cause to be taken, all such further actions and do, or cause to be done, all things reasonably necessary or reasonably requested by the Company or SPAC under applicable Laws to effect
the actions and to consummate the Amalgamation and the other transactions contemplated by this Agreement and the Business Combination Agreement, in each case, on the terms and subject to the conditions set forth therein and herein, as applicable.
Each Company Securityholder agrees that such Company Securityholder will not take any action that would make any representation or warranty of such Company Securityholder herein untrue or incorrect or have the effect of preventing or disabling such
Company Securityholder from performing its obligations hereunder.
1.6 No Inconsistent Agreement. Each Company Securityholder hereby represents and covenants that
such Company Securityholder (i) has not entered into, and shall not enter into, any voting agreement or voting trust with respect to any of such Company Securityholder’s Subject Shares that is inconsistent with such Company Securityholder’s
obligations pursuant to this Agreement, and (ii) has not granted, and shall not grant, a proxy or power of attorney, or enter into any agreement or undertaking, that would restrict, limit, be inconsistent with or interfere with the performance of
such Company Securityholder’s obligations hereunder, other than the proxy or power of attorney in favor of the Grantees referred to in Section 1.2(c) of this Agreement.
1.7 No Challenges. Each Company Securityholder agrees not to commence, join in, facilitate,
assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against SPAC, Pubco, Amalco, the Company or any of their respective successors,
directors, officers, agents or equity holders (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement, the Business Combination Agreement, the Amalgamation or the transactions contemplated by the
Business Combination Agreement or any of the Transaction Documents or the consideration and approval thereof by the shareholders of the Company, the Board of Directors of the Company or the governing bodies of any of the Subsidiaries of the Company
or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the Business Combination Agreement.
1.8 Consent to Disclosure. Each Company Securityholder hereby consents to the publication and
disclosure in the SEC Registration Statement (and, as and to the extent otherwise required by applicable securities Laws or the SEC or any other applicable securities authorities, any other documents or communications provided by SPAC or the
Company to any Governmental Authority or to securityholders of SPAC or the Company) of such Company Securityholder’s identity and beneficial ownership of Subject Shares and the nature of such Company Securityholder’s commitments, arrangements and
understandings under and relating to this Agreement and, if deemed appropriate by SPAC or the Company, a copy of this Agreement. Each Company Securityholder will promptly provide any information reasonably requested by SPAC or the Company for any
applicable regulatory application or filing made or approval sought in connection with the transactions contemplated by the Business Combination Agreement (including filings with the SEC).
1.9 Dissenters’ Rights. Each Company Securityholder hereby irrevocably waives, and agrees not to
exercise or attempt to exercise, any Dissent Rights in connection with the Business Combination Agreement, the Arrangement, the Amalgamation and the other transactions contemplated by the Business Combination Agreement and the Transaction
Documents, including any dissent or appraisal rights contemplated under the ABCA.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.1 Company Securityholder Representations. Each Company Securityholder represents and warrants
to SPAC and the Company, as of the date hereof, that:
(a) such Company Securityholder has never been suspended or expelled from membership or
registration in any securities or commodities exchange or association, had its membership or registration subject to a fine or penalty, or had a securities or commodities license or registration denied, suspended or revoked;
(b) such Company Securityholder has full right and power, without violating any
agreement to which it is bound (including any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Agreement;
(c) (i) if such Company Securityholder is not an individual, such Company
Securityholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated
hereby are within such Company Securityholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of the Company Securityholder and (ii) if such Company Securityholder is an individual, the
signature on this Agreement is genuine, and such Company Securityholder has legal competence and capacity to execute the same;
(d) this Agreement has been duly executed and delivered by such Company Securityholder
and, assuming due authorization, execution and delivery by the other parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of such Company Securityholder, enforceable against such Company Securityholder in
accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable
remedies);
(e) if this Agreement is being executed in a representative or fiduciary capacity, the
Person signing this Agreement has full power and authority to enter into this Agreement on behalf of the applicable Company Securityholder;
(f) such Company Securityholder is the record and beneficial owner (within the meaning
of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, all of such Company Securityholder’s Subject Shares, and there exist no Liens or any other limitation or restriction (including any restriction on the right to
vote, sell or otherwise dispose of such Subject Shares (other than transfer restrictions under the Securities Act)) affecting any such Subject Shares, other than Liens pursuant to (i) this Agreement, (ii) the Company’s organizational documents,
(iii) the Business Combination Agreement or (iv) any applicable securities Laws. Such Company Securityholder’s Subject Shares are the only equity securities in the Company owned of record or beneficially by such Company Securityholder on the date
of this Agreement. Such Company Securityholder has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein whether by ownership or by proxy, in each case, with respect to such
Company Securityholder’s Subject Shares, and except as provided in this Agreement, none of such Company Securityholder’s Subject Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such
Subject Shares. Except for such Company Securityholder’s Subject Shares, such Company Securityholder does not hold or own any rights to acquire (directly or indirectly) any other equity securities of the Company or any other equity securities
convertible into, or which can be exchanged for, equity securities of the Company;
(g) the execution and delivery of this Agreement by such Company Securityholder does not,
and the performance by such Company Securityholder of its obligations hereunder and the consummation of the transactions contemplated hereby and the Amalgamation and the other transactions contemplated by the Business Combination Agreement will
not, (i) if such Company Securityholder is not an individual, conflict with or result in a violation of the organizational documents of such Company Securityholder, (ii) require any consent or approval from any third party that has not been given
or other action that has not been taken by any third party, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Company Securityholder of its obligations under this
Agreement, or (iii) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company or its Subsidiary, to the extent the creation of such Lien would prevent, enjoin or materially delay the
performance by such Company Securityholder of its, his or her obligations under this Agreement;
(h) there are no Proceedings pending against such Company Securityholder or, to the
knowledge of such Company Securityholder, threatened against such Company Securityholder, before (or, in the case of threatened Proceedings, that would be before) any Governmental Authority, which in any manner questions the beneficial or record
ownership of the Company Securityholder’s Subject Shares or the validity of this Agreement, or challenges or seeks to prevent, enjoin or materially delay the performance by such Company Securityholder of his, her or its obligations under this
Agreement; there is no outstanding Order imposed upon such Company Securityholder, or, if applicable, any of such Company Securityholder’s Subsidiaries;
(i) no broker, finder, investment banker or other Person is entitled to any brokerage
fee, finders’ fee or other commission in connection with this Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by or on behalf of such Company Securityholder;
(j) such Company Securityholder has had the opportunity to read the Business
Combination Agreement and this Agreement and has had the opportunity to consult with such Company Securityholder’s tax and legal advisors;
(k) such Company Securityholder has not entered into, and shall not enter into, any
agreement that would prevent such Company Securityholder from performing any of Company Securityholder’s obligations hereunder;
(l) such Company Securityholder understands and acknowledges that each of SPAC and the
Company is entering into the Business Combination Agreement in reliance upon such Company Securityholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Company Securityholder
contained herein; and
(m) such Company Securityholder is a sophisticated shareholder and has adequate
information concerning the business and financial condition of SPAC and the Company to make an informed decision regarding this Agreement and the transactions contemplated by the Business Combination Agreement and has independently and without
reliance upon SPAC or the Company and based on such information as such Company Securityholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Company Securityholder acknowledges that SPAC and the
Company have not made and do not make any representation or warranty to such Company Securityholder, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Such Company Securityholder acknowledges that
the agreements contained herein with respect to the Subject Shares held by such Company Securityholder are irrevocable.
ARTICLE III
MISCELLANEOUS
3.1 Termination. This Agreement and all of its provisions shall terminate and be of no further
force or effect upon the earlier of (a) the Expiration Time and (b) as to each Company Securityholder, the written agreement of SPAC, the Company and such Company Securityholder. Upon such termination of this Agreement, all obligations of the
parties under this Agreement will terminate, without any liability or other obligation on the part of any party hereto to any Person in respect hereof or the transactions contemplated hereby, and no party hereto shall have any claim against another
(and no person shall have any rights against such party), whether under contract, tort or otherwise, with respect to the subject matter hereof; provided, however, that the termination of this Agreement shall not relieve any party
hereto from liability arising in respect of any breach of this Agreement prior to such termination. This ARTICLE III shall survive the termination of this Agreement.
3.2 Waiver. Each provision in this Agreement may only be waived by written instrument making
specific reference to this Agreement signed by the party against whom enforcement of any such provision so waived is sought. No action taken pursuant to this Agreement, including any investigation by or on behalf of any party, shall be deemed to
constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be
construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.
3.3 Rights of Third Parties. Nothing expressed or implied in this Agreement is intended or shall
be construed to confer upon or give any Person, other than the parties hereto, any right or remedies under or by reason of this Agreement.
3.4 Governing Law. This Agreement, and all claims or causes of action based upon, arising out of,
or related to this Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of New York, without giving effect to principles or rules of conflict of Laws to the extent such
principles or rules would require or permit the application of Laws of another jurisdiction.
3.5 Jurisdiction; Waiver of Jury Trial.
(a) Any proceeding or Proceeding based upon, arising out of or related
to this Agreement or the transactions contemplated hereby must be brought in a federal court sitting in the Borough of Manhattan of The City of New York or, if such federal court does not have jurisdiction over any such Proceedings, the Supreme
Court of the State of New York, Commercial Division, sitting in the Borough of Manhattan of The City of New York (and any appellate court therefrom), and each of the
parties hereto irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Proceeding, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii)
agrees that all claims in respect of the proceeding or Proceeding shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other party in any
other jurisdiction, in each case, to enforce judgments obtained in any Proceeding, suit or proceeding brought pursuant to this Section 3.5.
(b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH
MAY ARISE UNDER THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY WAIVES ANY RIGHT SUCH PARTY MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.
3.6 Assignment. No party hereto shall assign this Agreement or any part hereof or delegate any
rights or obligations hereunder without the prior written consent of the other parties hereto and any such assignment, transfer or delegation without such prior written consent shall be void. Subject to the foregoing, this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
3.7 Enforcement. The parties hereto agree that irreparable damage could occur in the event that
any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent any breach, or
threatened breach, of this Agreement and to specific enforcement of the terms and provisions of this Agreement, in addition to any other remedy to which any party is entitled at law or in equity. In the event that any Proceeding shall be brought in
equity to enforce the provisions of this Agreement, no party shall allege, and each party hereby waives the defense, that there is an adequate remedy at law, and each party agrees to waive any requirement for the securing or posting of any bond in
connection therewith.
3.8 Amendment. This Agreement may be amended or modified in whole or in part, only by a duly
authorized agreement in writing executed by SPAC, the Company and each Company Securityholder, and which makes reference to this Agreement.
3.9 Severability. If any provision of this Agreement is held invalid or unenforceable by any
court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. The parties hereto further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect
under the Laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise
modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the parties.
3.10 Notices. Any notice, consent or request to be given in connection with any of the terms or
provisions of this Agreement shall be in writing and shall be sent or given in accordance with the terms of Section 9.3 (Notices) of the Business Combination Agreement to the applicable party, with respect
to the Company and SPAC, at the respective addresses set forth in Section 9.3 of the Business Combination Agreement, and, with respect to a Company Securityholder, at the address set forth on Schedule I.
3.11 Headings; Counterparts. The headings in this Agreement are for convenience only and shall not
be considered a part of or affect the construction or interpretation of any provision of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
3.12 Entire Agreement. This Agreement and the agreements referenced herein constitute the entire
agreement and understanding of the parties hereto relating to the subject matter hereof and supersede any other agreements, whether written or oral, that may have been made or entered into by or among any of the parties hereto or any of their
respective Subsidiaries relating to the subject matter hereof.
3.13 Adjustment for Share Splits or Consolidations. If, and as often as, there are any changes in
the Company or the Subject Shares by way of share split, share combination, consolidation, reclassification, recapitalization, reorganization, exchange, readjustment of shares or similar transaction, or through merger, consolidation,
reorganization, recapitalization or business combination, or by any other means, equitable adjustment shall be made to the provisions of this Agreement as may be required so that the rights, privileges, duties and obligations hereunder shall
continue with respect to the Company Securityholders, SPAC, the Company, or the Subject Shares, as so changed.
3.14 No Partnership, Agency or Joint Venture. This Agreement is intended to create a contractual
relationship among the Company Securityholders, the Company and SPAC, and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship among the parties hereto or among any other Company
Securityholders entering into agreements with the Company or SPAC. Each Company Securityholder has acted independently regarding its decision to enter into this Agreement. Nothing contained in this Agreement shall be deemed to vest in the Company
or SPAC any direct or indirect ownership or incidence of ownership of or with respect to any Subject Shares.
3.15 Capacity as Company Securityholder. Each Company Securityholder signs this Agreement solely
in such Company Securityholder’s capacity as a shareholder of the Company, and not in any other capacity, including, if applicable, as a director (including “director by deputization”), officer, employee or consultant of the Company or any of its
Subsidiaries. Nothing herein shall be construed to limit or affect any actions or inactions by such Company Securityholder or any representative of such Company Securityholder, as applicable, serving as a director, officer, employee or consultant
of the Company or any Subsidiary of the Company, acting in such Person’s capacity as a director, officer or employee of the Company or any Subsidiary of the Company, including with respect to any exercise or discharge of such person’s fiduciary
duties under applicable Laws.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be duly executed as of the date first written above.
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SPAC:
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GLOBA TERRA ACQUISITION CORPORATION
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By:
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/s/ Agustin Tristan Aldave
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Name: Agustin Tristan Aldave
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Title: Chief Executive Officer
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[Signature Page to Company Support Agreement]
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COMPANY:
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NATURE’S LEDGER INC.
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By:
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/s/ Marty Seymour
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Name: Marty Seymour
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Title: Chief Executive Officer
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[Signature Page to Company Support Agreement]
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COMPANY SECURITYHOLDERS:
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MSI Seymour Investments Inc.
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By: /s/ Marty Seymour
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Name: Marty Seymour
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Title: President
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SN Dobson Holdings Ltd
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By: /s/ Neil Dobson
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Name: Neil Dobson
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Title: President
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Regenera Insights Inc
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By: /s/ Lionel Kambeitz
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Name: Lionel Kambeitz
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Title: CEO
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102200992 Saskatchewan Ltd.
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By:
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/s/ Jacelyn Case |
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Name: Jacelyn Case |
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Title: President
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KF Capital Corp.
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By:
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/s/ Jordan Kambeitz |
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Name: Jordan Kambeitz
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Title: Director
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[Signature Page to Company Support Agreement]
Schedule I
Company Securityholders
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Company Securityholder
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NL Shares
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MSI Seymour Investments Inc.
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3,167,592
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SN Dobson Holdings Ltd
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389,197
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Regenera Insights Inc
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5,567,890
|
| |
102200992 Saskatchewan Ltd.
|
306,234
|
| |
KF Capital Corp.
|
6,893,123
|