COMMON STOCK PURCHASE WARRANT Greenlane Holdings, Inc.Common Stock Purchase Warrant • June 23rd, 2023 • Greenlane Holdings, Inc. • Wholesale-durable goods, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after June [●], 2023 the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June [●], 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Greenlane Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares of Class A common stock, par value $0.01 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 3rd, 2023 • Greenlane Holdings, Inc. • Wholesale-durable goods, nec • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of June 29, 2023, between Greenlane Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 1st, 2022 • Greenlane Holdings, Inc. • Wholesale-durable goods, nec • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of October 27, 2022, between Greenlane Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
6,000,000 Shares GREENLANE HOLDINGS, INC. Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 25th, 2019 • Greenlane Holdings, Inc. • Wholesale-durable goods, nec • New York
Introductory. Greenlane Holdings, Inc., a Delaware corporation (the “Company”), and the selling stockholders named in Schedule B hereto (the “Selling Stockholders”) propose to sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 6,900,000 shares of Class A Common Stock, $0.01 par value (the “Class A Common Stock”) of the Company. The aggregate of 6,000,000 shares so proposed to be sold is hereinafter referred to as the “Firm Stock”. The Selling Stockholders listed in Schedule B hereto also propose to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, an aggregate of up to 900,000 additional shares of Class A Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. Cowen and Company, LLC (“Cowen”) and Canaccord Genuity LLC are acting as representatives of the sever
Greenlane holdings, inc. up to $50,000,000 Of SHARES of Class A Common Stock ($0.01 par value) SALES AGREEMENTSales Agreement • August 2nd, 2021 • Greenlane Holdings, Inc. • Wholesale-durable goods, nec • New York
Greenlane Holdings, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
COMMON STOCK PURCHASE WARRANT Greenlane Holdings, Inc.Greenlane Holdings, Inc. • July 3rd, 2023 • Wholesale-durable goods, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after July 3, 2023 the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 3, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Greenlane Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares of Class A common stock, par value $0.01 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Greenlane Holdings Inc.Greenlane Holdings, Inc. • August 10th, 2021 • Wholesale-durable goods, nec • New York
INDEMNIFICATION AGREEMENT by and between GREENLANE HOLDINGS, INC. And as Indemnitee Dated as of [ ], 20[ ]Indemnification Agreement • November 16th, 2020 • Greenlane Holdings, Inc. • Wholesale-durable goods, nec • Delaware
INDEMNIFICATION AGREEMENT, dated effective as of [ ], 20[ ] (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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 25th, 2019 • Greenlane Holdings, Inc. • Wholesale-durable goods, nec • New York
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”).
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 CONTENTSTax Receivable Agreement • April 25th, 2019 • Greenlane Holdings, Inc. • Wholesale-durable goods, nec • Delaware
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. • November 1st, 2022 • Wholesale-durable goods, nec • New York
COMPANY VOTING AGREEMENTCompany Voting Agreement • April 1st, 2021 • Greenlane Holdings, Inc. • Wholesale-durable goods, nec • Nevada
This Voting Agreement (this “Agreement”), dated as of March 31, 2021, is entered into by and between KushCo Holdings Inc., a Nevada corporation (the “Company”), Greenlane Holdings Inc., a Delaware corporation (“Parent”), and Nicholas Kovacevich (the “Stockholder”).
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December ___, 2022 (the “Effective Date”), is entered into by and between, Warehouse Goods LLC, a Delaware corporation (the “Company”), and Lana Reeve (the “Employee”)....Employment Agreement • December 8th, 2022 • Greenlane Holdings, Inc. • Wholesale-durable goods, nec • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 10th, 2021 • Greenlane Holdings, Inc. • Wholesale-durable goods, nec • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 9, 2021, by and between Greenlane Holdings, Inc., a Delaware corporation (the “Company”) and the purchaser executing the purchase signature page attached hereto (the “Purchaser”);
Greenlane Holdings Inc.Greenlane Holdings, Inc. • July 3rd, 2023 • Wholesale-durable goods, nec • New York
GREENLANE HOLDINGS, INC. Pre-Funded Warrant To Purchase Common StockGreenlane Holdings, Inc. • August 10th, 2021 • Wholesale-durable goods, nec • New York
Greenlane Holdings, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, _________________, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Pre-Funded Warrant to Purchase Common Stock (including any warrants to purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after the Expiration Date (as defined below), _________________ (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”, and such number of Warrant Shares, the “Warrant Number”). Except as otherwise defined herein, capitalized terms in this Warrant shall have t
October 28, 2015Employee Proprietary Rights and Confidentiality Agreement • November 1st, 2018 • Greenlane Holdings, Inc. • Wholesale-durable goods, nec • Nevada
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.
FOURTH AMENDED AND RESTATED OPERATING AGREEMENT OF GREENLANE HOLDINGS, LLC a Delaware limited liability company Dated as of October 6, 2021Operating Agreement • March 31st, 2022 • Greenlane Holdings, Inc. • Wholesale-durable goods, nec • Delaware
THE SECURITIES REPRESENTED BY THIS OPERATING AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.
PARENT VOTING AGREEMENTParent Voting Agreement • April 1st, 2021 • Greenlane Holdings, Inc. • Wholesale-durable goods, nec • Delaware
This Voting Agreement (this “Agreement”), dated as of March 31, 2021, is entered into by and between KushCo Holdings, Inc., a Nevada corporation (the “Company”), Greenlane Holdings, Inc., a Delaware corporation (“Parent”) and Jacoby & Co. Inc., a Nevada corporation (the “Stockholder”).
CREDIT AGREEMENT by and between JACOBY & CO. INC. and FIFTH THIRD BANK Dated as of October 4, 2017 CREDIT AGREEMENTCredit Agreement • November 1st, 2018 • Greenlane Holdings, Inc. • Wholesale-durable goods, nec • Florida
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”).
October 28, 2015And Confidentiality Agreement • November 1st, 2018 • Greenlane Holdings, Inc. • Wholesale-durable goods, nec • Nevada
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.
AGREEMENT AND PLAN OF MERGER among KUSHCO HOLDINGS, INC., GREENLANE HOLDINGS, INC., MERGER SUB GOTHAM 1, LLC and MERGER SUB GOTHAM 2, LLC Dated as of March 31, 2021Agreement and Plan of Merger • April 1st, 2021 • Greenlane Holdings, Inc. • Wholesale-durable goods, nec • Nevada
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 31, 2021, is by and among KushCo Holdings, Inc., a Nevada corporation (the “Company”), Greenlane Holdings, Inc., a Delaware corporation (“Parent”), Merger Sub Gotham 1, LLC,, a Delaware limited liability company and direct wholly-owned Subsidiary of Parent (“Merger Sub 1”), and Merger Sub Gotham 2, LLC, a Delaware limited liability company and direct wholly-owned Subsidiary of Parent (“Merger Sub 2” and, collectively with Merger Sub 1, the “Merger Subs”).
CONTRIBUTION AGREEMENT DATED AS OF JANUARY 4, 2019 BY AND AMONG GREENLANE HOLDINGS, LLC, POLLEN GEAR LLC AND POLLEN GEAR HOLDINGS LLCContribution Agreement • March 20th, 2019 • Greenlane Holdings, Inc. • Wholesale-durable goods, nec • Delaware
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.
WAREHOUSE GOODS, LLC EMPLOYMENT AGREEMENTWarehouse Goods, LLC Employment Agreement • November 1st, 2018 • Greenlane Holdings, Inc. • Wholesale-durable goods, nec • Florida
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.
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • January 4th, 2022 • Greenlane Holdings, Inc. • Wholesale-durable goods, nec • Florida
(the “Agreement”) is entered into between Aaron LoCascio (the “Employee”) and Warehouse Goods LLC (the “Company”) (collectively, the “Parties”), as follows:
Agreement and Release between Ethan Rudin and Warehouse Goods LLCGreenlane Holdings, Inc. • August 24th, 2020 • Wholesale-durable goods, nec • Florida
WAREHOUSE GOODS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • November 1st, 2018 • Greenlane Holdings, Inc. • Wholesale-durable goods, nec • Florida
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.
Amendment No. 2 to the Loan AgreementLoan and Security Agreement • January 8th, 2024 • Greenlane Holdings, Inc. • Wholesale-durable goods, nec
This Amendment No. 2 (“Amendment No. 2”), dated February 9, 2023, to that certain Loan and Security Agreement, dated August 8, 2022, as amended by that certain Amendment No. 1 to the Loan Agreement, effective as of November 8, 2022, by and among, WhiteHawk Capital Partners, LP, as Agent (“Agent”), Greenlane Holdings, Inc., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower, as Guarantors and the lenders from time to time party thereto (the “Lenders”) (the “Loan Agreement”). Each capitalized term not defined herein shall have the meaning assigned such term in the Loan Agreement. This Amendment No. 2 shall be effective upon the Amendment Closing Date (as defined below).
LOAN, SECURITY AND PLEDGE AGREEMENTLoan, Security and Pledge Agreement • January 9th, 2024 • Greenlane Holdings, Inc. • Wholesale-durable goods, nec • Nevada
THIS LOAN, SECURITY AND PLEDGE AGREEMENT (this “Agreement”) is entered into as of September 22, 2023 (the “Effective Date”), by and among WAREHOUSE GOODS LLC, a Delaware limited liability company (“Borrower”), the guarantors listed on the signature pages hereto (each a “Guarantor” and collectively, the “Guarantors”; together with Borrower, each an “Obligor” and collectively, the “Obligors”) and SYNERGY IMPORTS LLC, a Nevada limited liability company (“Lender”).
ContractGreenlane Holdings, Inc. • March 20th, 2019 • Wholesale-durable goods, nec • Delaware
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.
AMENDMENT NO. 1 TO SALES AGREEMENTSales Agreement • April 18th, 2022 • Greenlane Holdings, Inc. • Wholesale-durable goods, nec • New York
Greenlane Holdings, Inc., a Delaware corporation (the “Company”), together with Cowen and Company, LLC (“Cowen”), are parties to that certain Sales Agreement dated August 2, 2021 (the “Original Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The Company and Cowen desire to amend the Original Agreement as set forth in this Amendment No. 1 thereto (this “Amendment”) as follows:
STOCK OPTION ASSUMPTION NOTICEStock Option Assumption Notice • August 31st, 2021 • Greenlane Holdings, Inc. • Wholesale-durable goods, nec
Pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated March 31, 2021, by and among KushCo Holdings, Inc., a Nevada corporation (the “Company”), Greenlane Holdings, Inc., a Delaware corporation (“Greenlane”), Merger Sub Gotham 1, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Greenlane (“Merger Sub 1”), and Merger Sub Gotham 2, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Greenlane (“Merger Sub 2”), Greenlane and the Company will combine through a merger of Merger Sub 1 with and into the Company with the Company as the surviving corporation and a wholly-owned subsidiary of Greenlane (such merger, “Merger 1”), and a merger immediately thereafter of the Company, as the surviving corporation of Merger 1, with and into Merger Sub 2 with Merger Sub 2 as the surviving limited liability company and a wholly-owned subsidiary of Greenlane (“Merger 2, and together with Merger 1, the “Mergers”).
RISK PARTICIPATION OF ERC CLAIM AGREEMENT Dated as of February 17, 2023Erc Claim Agreement • May 16th, 2023 • Greenlane Holdings, Inc. • Wholesale-durable goods, nec • New York
Seller(s):Warehouse Goods LLC (“Warehouse”) with an address at 1095 Broken Sound Pkwy, Suite 100, Boca Raton, FL 33487, and Kim INTERNATIONAL LLC (formerly Kim International Corporation) (“Kim”) with an address at 2312 Park Avenue, #607, Tustin, CA 92782 (Warehouse and Kim, each a “Seller” and together, “Sellers”). Buyer:_____________________(the “Buyer”) with an address _____________________________________________________________________________________.
OMNIBUS AMENDMENT NO. 1 TO CREDIT AGREEMENT, guaranties, and Security agreementsCredit Agreement • November 1st, 2018 • Greenlane Holdings, Inc. • Wholesale-durable goods, nec • Florida
This Amendment No. 1 to Credit Agreement, Guaranties, and Security Agreements (the “Amendment”), effective as of August 23, 2018, is by and among Greenlane Holdings, LLC, a Delaware limited liability company (formerly known as Jacoby Holdings LLC) (the “Borrower”), Jacoby & Co. Inc., a Nevada corporation (the “Company”), Mid-Atlantic Holdings Group LLC, a Delaware limited liability company (“Mid”), BioVapor Solutions LLC, a Delaware limited liability company (“Bio”), MSI Imports LLC, a Washington limited liability company (“MSI”), Aerospaced LLC, a Florida limited liability company (“Aero”), Warehouse Goods LLC, a Delaware limited liability company (“Warehouse”), Quick Draw Holdings, Inc., a Delaware corporation (“Quick Draw”), GS Fulfillment LLC, a Delaware limited liability company (“GS”), HS Products LLC, a Delaware limited liability company (“HS”), QD Products, LLC, a Delaware limited liability company (“QD” and together with the Borrower, the Company, Mid, Bio, MSI, Aero, Warehous
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • March 20th, 2019 • Greenlane Holdings, Inc. • Wholesale-durable goods, nec • Delaware
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”).
