Greenlane Holdings, Inc. Sample Contracts

Greenlane Holdings, Inc. – INDEMNIFICATION AGREEMENT by and between GREENLANE HOLDINGS, INC. And as Indemnitee Dated as of , 2019 (May 9th, 2019)

INDEMNIFICATION AGREEMENT, dated effective as of [ ], 2019 (this “Agreement”), by and between Greenlane Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Article 1. See Schedule A for a list of officers and directors who have entered into this Indemnification Agreement with the Company.

Greenlane Holdings, Inc. – SECOND AMENDED AND RESTATED BYLAWS OF GREENLANE HOLDINGS, INC. (April 25th, 2019)
Greenlane Holdings, Inc. – GREENLANE HOLDINGS, INC. 2019 EQUITY INCENTIVE PLAN (April 25th, 2019)
Greenlane Holdings, Inc. – THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF GREENLANE HOLDINGS, LLC a Delaware limited liability company Dated as of April 17, 2019 (April 25th, 2019)

This THIRD AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”), dated as of April 17, 2019, is entered into by and among Greenlane Holdings, LLC, a Delaware limited liability company (the “Company”), and its Members (as defined herein).

Greenlane Holdings, Inc. – 6,000,000 Shares GREENLANE HOLDINGS, INC. Class A Common Stock UNDERWRITING AGREEMENT (April 25th, 2019)
Greenlane Holdings, Inc. – REGISTRATION RIGHTS AGREEMENT (April 25th, 2019)

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of April 17, 2019 by and among Greenlane Holdings, LLC, a Delaware limited liability company (the “Company”), Greenlane Holdings, Inc., a Delaware corporation (the “Corporation”), and each Person identified on the Schedule of Investors attached hereto as of the date hereof (such Persons, collectively, the “Original Members”).

Greenlane Holdings, Inc. – REORGANIZATION AGREEMENT (April 25th, 2019)

THIS REORGANIZATION AGREEMENT (this “Agreement”), dated as of April 17, 2019, by and among Greenlane Holdings, Inc., a Delaware corporation (“Pubco”), Greenlane Holdings, LLC, a Delaware limited liability company (the “Company”), and the members of the Company listed on the signature pages hereto (each a “Member” and collectively, the “Members”).

Greenlane Holdings, Inc. – The First State (April 25th, 2019)

Greenlane Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) hereby certifies as follows:

Greenlane Holdings, Inc. – TAX RECEIVABLE AGREEMENT by and among GREENLANE HOLDINGS, INC., GREENLANE HOLDINGS, LLC and THE MEMBERS OF GREENLANE HOLDINGS, LLC FROM TIME TO TIME PARTY HERETO Dated as of April 17, 2019 CONTENTS (April 25th, 2019)

This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of April 17, 2019, is hereby entered into by and among Greenlane Holdings, Inc., a Delaware corporation (the “Corporation”), Greenlane Holdings, LLC, a Delaware limited liability company formerly known as Jacoby Holdings LLC (“Greenlane Holdings, LLC”) and each of the Members from time to time party hereto. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.1.

Greenlane Holdings, Inc. – GREENLANE HOLDINGS, INC. Class A Common Stock UNDERWRITING AGREEMENT (April 8th, 2019)
Greenlane Holdings, Inc. – April 8, 2019 (April 8th, 2019)

We have represented Greenlane Holdings, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-1, as amended (the “Registration Statement”), of the Company, filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder (the “Rules”). You have asked us to furnish our opinion as to the legality of the securities being registered under the Registration Statement. The Registration Statement covers the registration of up to 4,666,666 shares (the “Direct Shares”) of the Company’s Class A common stock, par value $0.01 per share (the “Class A Common Stock”) that may be offered for sale by the Company and 1,466,667 shares (the “Selling Stockholder Shares” and, together with the Direct Shares, the “Shares”) of the Company’s Class A Common Stock that may be offered for sale by certain stockholders of the Company (including shares that may b

Greenlane Holdings, Inc. – GREENLANE HOLDINGS, INC. 2019 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE (March 20th, 2019)

Greenlane Holdings, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the stock option (the “Option”) described in this Stock Option Grant Notice (the “Grant Notice”), subject to the terms and conditions of the 2019 Equity Incentive Plan (as amended from time to time, the “Plan”) and the Stock Option Agreement attached as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice or the Agreement have the meanings given to them in the Plan.

Greenlane Holdings, Inc. – JACOBY & CO., INC. 6501 Park of Commerce Boulevard, #200 Boca Raton, Florida 33487 Execution version (March 20th, 2019)

Jacoby & Co., Inc. (the “Company”) is pleased to offer you (the “Executive”) employment as Co-President pursuant to the following terms and conditions. If the following terms and conditions are acceptable, sign below where indicated and return this letter to the Company. Upon your execution of this letter, it shall constitute your employment agreement (“Agreement”) with the Company.

Greenlane Holdings, Inc. – REORGANIZATION AGREEMENT (March 20th, 2019)

THIS REORGANIZATION AGREEMENT (this “Agreement”), dated as of _____, 2019, by and among Greenlane Holdings, Inc., a Delaware corporation (“Pubco”), Greenlane Holdings, LLC, a Delaware limited liability company (the “Company”), and the members of the Company listed on the signature pages hereto (each a “Member” and collectively, the “Members”).

Greenlane Holdings, Inc. – INDEMNIFICATION AGREEMENT by and between GREENLANE HOLDINGS, INC. and as Indemnitee Dated as of , 2019 (March 20th, 2019)

INDEMNIFICATION AGREEMENT, dated effective as of [ ], 2019 (this “Agreement”), by and between Greenlane Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Article 1.

Greenlane Holdings, Inc. – TAX RECEIVABLE AGREEMENT by and among GREENLANE HOLDINGS, INC., GREENLANE HOLDINGS, LLC and THE MEMBERS OF GREENLANE HOLDINGS, LLC FROM TIME TO TIME PARTY HERETO Dated as of [●], 2019 CONTENTS (March 20th, 2019)

This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [●], 2019, is hereby entered into by and among Greenlane Holdings, Inc., a Delaware corporation (the “Corporation”), Greenlane Holdings, LLC, a Delaware limited liability company formerly known as Jacoby Holdings LLC (“Greenlane Holdings, LLC”) and each of the Members from time to time party hereto. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.1.

Greenlane Holdings, Inc. – THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF GREENLANE HOLDINGS, LLC a Delaware limited liability company Dated as of [●], 2019 (March 20th, 2019)

This THIRD AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”), dated as of [●], 2019, is entered into by and among Greenlane Holdings, LLC, a Delaware limited liability company (the “Company”), and its Members (as defined herein).

Greenlane Holdings, Inc. – WAREHOUSE GOODS, INC. EMPLOYMENT AGREEMENT (March 20th, 2019)

This Employment Agreement (“Agreement”) is entered into by and between Warehouse Goods, Inc., a Florida corporation, hereinafter referred to as “Warehouse Goods” or “Employer” and Jay Scheiner hereinafter referred to as “Employee,” on the 13 day of April, 2015.

Greenlane Holdings, Inc. – GREENLANE HOLDINGS, INC. 2019 EQUITY INCENTIVE PLAN (March 20th, 2019)
Greenlane Holdings, Inc. – Contract (March 20th, 2019)

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Greenlane Holdings, Inc. – CONTRIBUTION AGREEMENT DATED AS OF JANUARY 4, 2019 BY AND AMONG GREENLANE HOLDINGS, LLC, POLLEN GEAR LLC AND POLLEN GEAR HOLDINGS LLC (March 20th, 2019)

THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of the 4th day of January, 2019, is made and entered into by and among Greenlane Holdings, LLC, a Delaware limited liability company (the “Purchaser”), Pollen Gear Holdings LLC, a California limited liability company (the “Seller”) and Pollen Gear LLC, a Delaware limited liability company (the “Company”). Capitalized terms used, but not defined herein shall have the meanings ascribed to them in Exhibit A attached hereto.

Greenlane Holdings, Inc. – ASSIGNMENT AND ASSUMPTION AGREEMENT (March 20th, 2019)

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is made, executed and delivered as of the 5th day of November 2018, by and between Jacoby & Co. Inc., a Nevada corporation (“Assignor”), Warehouse Goods LLC, a Delaware limited liability company (“Assignee”), and Adam Schoenfeld (“Executive”).

Greenlane Holdings, Inc. – GREENLANE HOLDINGS, INC. 2019 EQUITY INCENTIVE PLAN RESTRICTED STOCK GRANT NOTICE (March 20th, 2019)

Greenlane Holdings, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the shares of Restricted Stock (the “Restricted Shares”) described in this Restricted Stock Grant Notice (the “Grant Notice”), subject to the terms and conditions of the 2019 Equity Incentive Plan (as amended from time to time, the “Plan”) and the Restricted Stock Agreement attached as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice or the Agreement have the meanings given to them in the Plan.

Greenlane Holdings, Inc. – REGISTRATION RIGHTS AGREEMENT (March 20th, 2019)

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [●], 2019 by and among Greenlane Holdings, LLC, a Delaware limited liability company (the “Company”), Greenlane Holdings, Inc., a Delaware corporation (the “Corporation”), and each Person identified on the Schedule of Investors attached hereto as of the date hereof (such Persons, collectively, the “Original Members”).

Greenlane Holdings, Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GREENLANE HOLDINGS, INC. (March 20th, 2019)

Greenlane Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) hereby certifies as follows:

Greenlane Holdings, Inc. – EMPLOYMENT AGREEMENT (March 20th, 2019)

This Employment Agreement (“Agreement”) is entered into by and between Warehouse Goods, LLC a Delaware Limited Liability Company and subsidiaries, hereinafter referred to as “Company” or “Employer” and Ethan Rudin hereinafter referred to as “Employee,” on the 25 day of February, 2019.

Greenlane Holdings, Inc. – SECOND AMENDED AND RESTATED BYLAWS OF GREENLANE HOLDINGS, INC. (March 20th, 2019)
Greenlane Holdings, Inc. – CONTRIBUTION AGREEMENT DATED AS OF JANUARY 4, 2019 BY AND AMONG GREENLANE HOLDINGS, LLC, POLLEN GEAR LLC AND POLLEN GEAR HOLDINGS LLC (January 18th, 2019)

THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of the 4th day of January, 2019, is made and entered into by and among Greenlane Holdings, LLC, a Delaware limited liability company (the “Purchaser”), Pollen Gear Holdings LLC, a California limited liability company (the “Seller”) and Pollen Gear LLC, a Delaware limited liability company (the “Company”). Capitalized terms used, but not defined herein shall have the meanings ascribed to them in Exhibit A attached hereto.

Greenlane Holdings, Inc. – ASSIGNMENT AND ASSUMPTION AGREEMENT (January 18th, 2019)

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is made, executed and delivered as of the 5th day of November 2018, by and between Jacoby & Co. Inc., a Nevada corporation (“Assignor”), Warehouse Goods LLC, a Delaware limited liability company (“Assignee”), and Aaron LoCascio (“Executive”).

Greenlane Holdings, Inc. – AMENDED AND RESTATED CREDIT AGREEMENT by and between 1095 BROKEN SOUND PKWY LLC GREENLANE HOLDINGS, LLC and FIFTH THIRD BANK Dated as of October 1, 2018 AMENDED AND RESTATED CREDIT AGREEMENT (November 1st, 2018)

This AMENDED AND RESTATED CREDIT AGREEMENT is dated as of October 1, 2018, by and between 1095 BROKEN SOUND PKWY LLC, a Delaware limited liability company (the “RE Borrower” and a “Borrower”), GREENLANE HOLDINGS, LLC, a Delaware limited liability company (the “RLOC Borrower” and a “Borrower”) and FIFTH THIRD BANK, an Ohio Banking Corporation (the “Bank”).

Greenlane Holdings, Inc. – WAREHOUSE GOODS, LLC EMPLOYMENT AGREEMENT (November 1st, 2018)

This Employment Agreement (“Agreement”) is entered into by and between Warehouse Goods, LLC a Delaware Limited Liability Company, hereinafter referred to as “Warehouse Goods or “Employer” and Sasha Kadey hereinafter referred to as “Employee,” on the 14th day of April, 2016.

Greenlane Holdings, Inc. – Jacoby & Co., Inc. 6501 Park of Commerce Boulevard, #200 Boca Raton, Florida 33487 Execution Version (November 1st, 2018)

Jacoby & Co., Inc. (the “Company”) is pleased to offer you (the “Executive”) employment as Co-President pursuant to the following terms and conditions. If the following terms and conditions are acceptable, sign below where indicated and return this letter to the Company. Upon your execution of this letter, it shall constitute your employment agreement (“Agreement”) with the Company.

Greenlane Holdings, Inc. – CREDIT AGREEMENT by and between JACOBY & CO. INC. and FIFTH THIRD BANK Dated as of October 4, 2017 CREDIT AGREEMENT (November 1st, 2018)

This CREDIT AGREEMENT is dated as of October 4, 2017, by and between JACOBY & CO. INC., a Nevada corporation (“Borrower”), and FIFTH THIRD BANK, an Ohio Banking Corporation (the “Bank”).

Greenlane Holdings, Inc. – WAREHOUSE GOODS, INC. EMPLOYMENT AGREEMENT (November 1st, 2018)

This Employment Agreement (“Agreement”) is entered into by and between Warehouse Goods, Inc., a Florida corporation, hereinafter referred to as “Warehouse Goods” or “Employer” and Zachary Tapp hereinafter referred to as “Employee,” on the ____ day of _______, 2013.

Greenlane Holdings, Inc. – CONTRIBUTION AGREEMENT DATED AS OF FEBRUARY 20, 2018 BY AND AMONG JACOBY HOLDINGS LLC, THE SELLERS NAMED HEREIN, AND BETTER LIFE PRODUCTS, INC., AS SELLER REPRESENTATIVE (November 1st, 2018)

THIS CONTRIBUTION AGREEMENT (this “Agreement), dated as of the 20th day of February, 2018, is made and entered into by and among Jacoby Holdings LLC, a Delaware limited liability company (the “Purchaser”), the persons listed as Sellers on the signature page hereof (each a “Seller” and collectively the “Sellers”), and Better Life Products, Inc., a California corporation (“BLP”), as Seller Representative. Capitalized terms used, but not defined herein shall have the meanings ascribed to them in Exhibit A attached hereto.