Exhibit 10.1


 





PARENT VOTING AGREEMENT


 


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”).


 


WHEREAS, concurrently
with the execution of this Agreement, the Company, 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”), are entering into an Agreement and Plan
of Merger, dated as of the date hereof (as amended, supplemented, restated or otherwise modified from time to time, the “Merger
Agreement”), pursuant to which, among other things, (a) Merger Sub 1 shall be merged with and into the Company, with
the Company continuing as the surviving corporation; and (b) the Company shall, immediately after, be merged with and into Merger
Sub 2, with Merger Sub 2 continuing as the surviving limited liability company;


 


WHEREAS, as of the
date hereof, the Stockholder is the Beneficial Owner (as defined herein) of, and is entitled to vote (or to direct the voting of),
the Existing Shares (as defined herein), and the Existing Shares, together with any other shares or other voting capital stock
of Parent and any Shares or other voting capital stock of Parent issuable upon the conversion, exercise or exchange of securities
that are convertible into or exercisable or exchangeable for Shares or other voting capital stock of Parent, in each case that
the Stockholder has or acquires Beneficial Ownership of on or after the date hereof, being collectively referred to herein as the
 “Covered Shares”);


 


WHEREAS, approval of
the Parent Charter Amendment, the Parent Share Issuance, and Parent Option Plan Increase
by holders of the Parent Common Stock constituting the Requisite Parent Vote and the Parent Class C Conversion are conditions precedent
to the consummation of the Mergers; and


 


WHEREAS, each of the
Parent Board and the Parent Special Committee has approved the Merger Agreement and the transactions contemplated by the Merger
Agreement, including the Mergers, the Parent Charter Amendment, the Parent Share Issuance, and Parent Option Plan Increase (such
transactions, the “Transactions”).


 


NOW, THEREFORE, in
consideration of the premises, and of the representations, warranties, covenants and agreements contained herein, the parties hereto
agree as follows:


 


1.             Certain Definitions. For the purposes of this Agreement, capitalized terms used and not otherwise defined herein
shall have the respective meanings ascribed to them in this Section 1 or in the Merger Agreement, as applicable.


 


“Affiliate”
has the meaning set forth in the Merger Agreement; provided that Parent and its Subsidiaries shall not be deemed an Affiliate
of the Stockholder.




     


     


    



“Beneficial
Ownership” has the meaning ascribed to such term in Rule 13d-3 under the Exchange Act. The terms “Beneficially
Own,” “Beneficially Owned” and “Beneficial Owner” shall each have a correlative meaning.


 


“Encumbrance”
means all transfer and voting restrictions, liens, security interests, mortgages, pledges, hypothecations, easements, covenants,
declarations, conditions and restrictions, defects in or clouds on title and other encumbrances of every kind and nature (including
options, preemptive right, rights of first negotiation and rights of first refusal), whether arising by agreement, operation of
Law or otherwise. The term “Encumber” shall have a correlative meaning.


 


“Expiration
Date” means the date on which this Agreement shall terminate in accordance with its terms.


 


“Existing
Shares” means the shares of Parent Common Stock that are held by the Stockholder as of the date hereof, as set forth
opposite the Stockholder’s name on Schedule 1 hereto together with any other shares or other voting capital stock
of Parent and any shares or other voting capital stock of Parent issuable upon the conversion, exercise or exchange of securities
that are convertible into or exercisable or exchangeable for shares or other voting capital stock of Parent, in each case, that
the Stockholder has or acquires Beneficial Ownership of on or after the date hereof.


 


“Permitted
Transfer” means a Transfer of any Covered Shares by the Stockholder (x) pursuant to any Rule 10b5-1 plan in effect as
of the date hereof or (y)(i) to an Affiliate of the Stockholder, provided that such Affiliate remains an Affiliate of the Stockholder
at all times following such Transfer, (ii) to any member of the Stockholder’s immediate family, any Affiliate of the Stockholder’s
immediate family, or to a trust for the benefit of the Stockholder or any member of the Stockholder’s immediate family (or
any Affiliate of the Stockholder or any Affiliate of the Stockholder’s immediate family), in each case for estate planning
purposes, or (iii) by will or intestacy; provided, in each of case (i), (ii), and (iii) of this clause (y) , that, prior to the
effectiveness of such Transfer, such transferee executes and delivers to the Company a counterpart of this Agreement or such other
written agreement, in form and substance acceptable to the Company, assuming all of the Stockholder’s obligations hereunder
with respect of the securities subject to such Transfer and agreeing to be bound by the terms of this Agreement with respect to
the securities subject to such Transfer to the same extent as the Stockholder is bound hereunder, and making each of the representations
and warranties hereunder with respect to the securities transferred as the Stockholder shall have made hereunder.


 


“Transfer”
means (a) when used as a verb, to offer, transfer, sell, assign, gift, tender, exchange, Encumber or otherwise dispose of Beneficial
Ownership or record ownership of any Covered Shares, whether directly or indirectly, and (b) when used as a noun, a direct or indirect
offer, transfer, sale, assignment, gift, tender, exchange or other disposition of any Beneficial Ownership of any Covered Shares,
in each of case (a) and (b), whether voluntary or involuntary, by operation of Law, Contract or by sale, merger, consolidation,
liquidation, dissolution, dividend, distribution or otherwise.




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2.             Stockholder Voting Obligations. The Stockholder hereby irrevocably and unconditionally agrees that during the term
of this Agreement, at any meeting of the stockholders of Parent, however and whenever called, including any adjournment or postponement
thereof, to vote on any matter contemplated by this Agreement and in connection with any action contemplated by this Agreement
proposed to be taken by written consent of the stockholders of Parent, the Stockholder shall, in each case to the fullest extent
that the Covered Shares are entitled to count as present, vote thereon or consent thereto:


 


(a)   
appear at each such meeting or otherwise cause the Covered Shares to be counted as present thereat for purposes of calculating
a quorum; and


 


(b)  
(i) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering,
all of the Covered Shares, to the extent applicable, in favor of the approval and adoption of the Parent
Charter Amendment, the Parent Share Issuance, and Parent Option Plan Increase, and any action reasonably requested by the
Company in furtherance of the foregoing, including, without limiting any of the foregoing obligations, in favor of any proposal
to adjourn or postpone any meeting of the stockholders of Parent at which any of the foregoing matters are submitted for consideration
if there are not sufficient votes for approval and adoption of such matters on the date on which the meeting is held to vote upon
any of the foregoing matters; and (ii) vote (or cause to be voted), in person or by proxy, all of the Covered Shares against and,
with respect to all the Covered Shares, not approve by written consent (A) any action or agreement that would reasonably be expected
to result in any of the conditions contained in the Merger Agreement not being fulfilled or satisfied or that would reasonably
be expected to result in a breach of any representation, warranty, covenant or agreement of Parent in the Merger Agreement; (B)
unless the Stockholder has received the written consent of the Company to the contrary (which consent may be granted or withheld
by the Company in the Company’s sole discretion), any Parent Alternative Acquisition Agreement, any Parent Acquisition Proposal
or any Parent Superior Proposal; and (C) unless the Stockholder has received the written consent of the Company to the contrary
(which consent may be granted or withheld by the Company in the Company’s sole discretion), any other action, agreement or
transaction involving Parent or any of its Subsidiaries that is intended, or would reasonably be expected to, materially impede,
interfere with, delay, postpone, adversely affect or prevent the consummation of the Mergers, the other Transactions, this Agreement,
the performance by Parent of its obligations under the Merger Agreement, or the performance by the Stockholder of the Stockholder’s
obligations under this Agreement or to dilute in any material respect the benefits to the Company of the Mergers and the other
Transactions.


 


		3.	Other Covenants.



 


(a)   
Prohibition on Transfers. Until the Expiration Date, the Stockholder agrees that the Stockholder shall not, except
in accordance with the terms of this Agreement, the Merger Agreement or the Transactions or in connection with any Permitted Transfer,
(i) Transfer any of the Covered Shares, Beneficial Ownership thereof or any other interest therein (including the right or power
to vote any Covered Shares); (ii) enter into any agreement, arrangement or understanding with respect to a Transfer of any of the
Covered Shares or (iii) enter into any binding voting arrangement, whether by irrevocably proxy, voting agreement or otherwise,
with respect to any of the Covered Shares; provided, that this clause (iii) shall not prevent the Stockholder from granting any
revocable proxy in connection with any annual meeting of stockholders of the Company. Any Transfer in violation of this Section
3(a) shall be void ab initio. The Stockholder hereby consents to the entry of stop transfer instructions by Parent of
any transfer of the Covered Shares unless such transfer is made in compliance with this Agreement.




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(b)  
Non-Solicitation; Support of Parent Acquisition Proposals. Prior to the Expiration Date, the Stockholder agrees in
its capacity as a stockholder of Parent that it shall not, and shall not authorize (and shall use commercially reasonable efforts
to cause each of its Affiliates and Representatives not to), directly or indirectly through another Person (i) solicit, initiate,
seek or knowingly encourage or knowingly facilitate any inquiry, discussion, request, proposal or offer with respect to, or the
announcement, making or completion of, any Parent Acquisition Proposal, or any inquiry, discussion, request, proposal or offer
that would reasonably be expected to lead to any Parent Acquisition Proposal, (ii) enter into, continue or otherwise participate
or engage in any negotiations or discussions regarding, or furnish to any Person other than the Company or its Representatives,
any non-public information or data with respect to any Parent Acquisition Proposal, (iii) approve, recommend, publicly declare
advisable or enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger
agreement, share exchange agreement, consolidation agreement, option agreement, joint venture agreement, partnership agreement
or other agreement, in each case, providing for a Parent Acquisition Proposal (other than a Parent Alternative Acquisition Agreement),
or (iv)  agree to or propose publicly to do any of the foregoing. Subject to the other provisions of this Section 3(b),
from and after the date of this Agreement, the Stockholder shall, and shall cause its Affiliates and its or their respective Representatives
to, immediately cease any solicitations, discussions or negotiations with any Person that may be ongoing with respect to any Parent
Acquisition Proposal and shall terminate access of any such Person to any data room (virtual or actual) containing any information
relating to Parent or its Subsidiaries with respect to any Parent Acquisition Proposal. Without limiting the generality of the
foregoing, it is understood that any violation of the restrictions set forth in this Section 3(b) by any of the Stockholder’s
Affiliates or representatives shall be deemed to be a breach of this Section 3(b) by the Stockholder. Notwithstanding the
foregoing, each Stockholder, its Affiliates and its and their respective representatives may engage in the activities prohibited
by this Section 3(b) to the extent that Parent is permitted to engage in such activities pursuant to the terms of the Merger
Agreement, but only if such Stockholder and its Affiliates and its and their respective representatives each comply with the terms
of the Merger Agreement as if they were Parent.


 


(c)   
Further Assurances. From time to time until the Expiration Date, at the Company’s reasonable request and without
further consideration, the Stockholder agrees to cooperate with the Company in making all filings and obtaining all consents of
Governmental Entities and third parties and the Stockholder hereby authorizes Parent and/or the Company to publish and disclose
in the Prospectus/Proxy Statement and in any announcement or disclosure required by the SEC about the Stockholder’s identity
and ownership of the Covered Shares and the nature of the Stockholder’s obligations under this Agreement.




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(d)  
No Ownership Interest. Notwithstanding anything herein to the contrary, the parties hereto agree and
acknowledge that nothing contained in this Agreement shall be deemed, upon execution or otherwise, to vest in the Company or any
other Person (other than the Stockholder) any direct or indirect beneficial or other ownership or incidence of ownership of or
with respect to any Covered Shares, including, without limitation, for purposes of Parent’s amended and restated certificate
of incorporation or otherwise. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested
in and belong to the Stockholder, and the Company shall have no authority to manage, direct, superintend, restrict, regulate, govern
or administer any of the policies or operations of Parent or exercise any power or authority to direct the Stockholder in the voting
of any of the Covered Shares, except as otherwise provided herein. Notwithstanding anything herein to the contrary, the provisions
of this Agreement shall be construed in a manner that shall not vest the Company or any other Person (other than the Stockholder)
with any beneficial ownership of any of the Covered Shares and, to the extent any of the provisions of this Agreement would otherwise
vest the Company or any other Person (other than the Stockholder) with beneficial ownership of any of the Covered Shares for purposes
of Parent’s amended and restated certificate of incorporation or otherwise, such provisions shall be modified (and any applicable
rights, covenants or obligations relating to the Covered Shares limited) to the extent necessary such that no beneficial ownership
shall be vested in the Company or such other Person.


 


(e)   
Parent Class C Conversion. Subject to and contingent upon the effectiveness of the Parent Certificate of Incorporation
and the consummation of Merger 1, the Stockholder, as the holder of a majority of the shares of Class C Common Stock of the Company,
hereby consents to the Parent Class C Conversion, pursuant to which each share of Class C Common Stock outstanding shall automatically
be converted into one-third (1/3) of a share of Class B Common Stock in accordance with Parent’s Amended and Restated Certificate
of Incorporation in effect as of the date hereof, to be effective upon the effectiveness of the Parent Certificate of Incorporation.


 


4.             Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to the Company,
its successors and assigns as follows:


 


(a)   
Ownership. The Stockholder is the record and/or Beneficial Owner of the Existing Shares, as set forth on Schedule
I. The Stockholder has good and valid title to the Existing Shares, free and clear of any Encumbrances, voting trusts, voting
agreements or similar agreements other than pursuant to this Agreement, or pursuant to applicable federal or state securities laws,
Parent’s amended and restated certificate of incorporation, Parent’s bylaws or written policies of Parent relating
to restrictions upon the trading of securities under applicable securities laws. As of the date hereof, the Existing Shares constitute
all of the Parent Common Stock Beneficially Owned or owned of record by the Stockholder. The Stockholder has sole voting power
(including the right to control such vote as contemplated herein), sole power of disposition, sole power to issue instructions
with respect to the matters set forth in Section 2 and sole power to agree to all of the matters set forth in this Agreement,
in each case with respect to all of the Covered Shares.


 


(b)  
Authority. The Stockholder is duly formed or organized, validly existing and in good standing under the Laws of Nevada.
The Stockholder has the requisite capacity and authority to execute and deliver this Agreement, to perform the Stockholder’s
obligations hereunder and to consummate the transactions contemplated hereby, and no other proceedings or actions on the part of
the Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the
transactions contemplated hereby.




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(c)   
Due Execution and Delivery. This Agreement has been duly authorized, executed and delivered by the Stockholder and,
assuming that this Agreement constitutes a valid and binding obligation of the Company, this Agreement constitutes a legal, valid
and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to the Bankruptcy
and Equity Exception.


 


(d)  
No Violation. The execution and delivery of this Agreement by the Stockholder does not, and the performance by the
Stockholder of the Stockholder’s obligations under this Agreement will not, (i) conflict with or violate any Law applicable
to the Stockholder or by which any of the Stockholder’s assets or properties is bound, (ii) conflict with or result in a
breach of any organizational documents of the Stockholder, (iii) conflict with, result in any breach of or constitute a default
(or an event that with or without notice or lapse of time or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrances on the properties or assets
of the Stockholder pursuant to, any trust, loan or credit agreement, note, bond, mortgage, indenture, contract, agreement, lease,
license, permit, commitment, arrangement or understanding or other instrument or obligation of any kind to which the Stockholder
is a party or by which the Stockholder and/or any of the Stockholder’s assets or properties is bound, or (iv) be subject
to compliance with filing requirements as may be required under applicable securities laws, violate any order, writ, injunction,
decree, judgment, statute, rule, or regulation applicable to the Stockholder; except, under clauses (i), (ii), (iii) or (iv), where
the absence of filing or authorization, conflict, violation, breach, or default would not prevent, impair or adversely affect the
ability of the Stockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated
hereby on a timely basis.


 


(e)   
Consents and Approvals. The execution and delivery of this Agreement by the Stockholder does not, and the performance
by the Stockholder of the Stockholder’s obligations hereunder and the consummation by the Stockholder of the transactions
contemplated hereby on a timely basis does not and will not, require the Stockholder to obtain any consent, approval, authorization
or permit of, or to make any filing with or notification to, any Governmental Entity, other than the filings of any reports with
the SEC.


 


(f)   
Absence of Litigation. As of the date hereof, there is no Action pending or, to the knowledge of the Stockholder,
threatened in writing, against or affecting the Stockholder that prevents, impairs or adversely affects the ability of the Stockholder
to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.


 


(g)  
Receipt; Reliance by the Company. The Stockholder has received and reviewed a copy of the Merger Agreement. The Stockholder
understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon the execution, delivery and
performance of this Agreement by the Stockholder and the representations and warranties of the Stockholder contained herein. The
Stockholder understands and acknowledges that the Merger Agreement governs the terms of the Mergers and the other Transactions.




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5.             Representations and Warranties of the Company. The Company hereby represents and warrants to the Stockholder, its
successors and assigns as follows:


 


(a)   
Authority. The Company is duly formed or organized, validly existing and in good standing under the Laws of the State
of Nevada. The Company has the requisite capacity and authority to execute and deliver this Agreement, to perform the Company’s
obligations hereunder and to consummate the transactions contemplated hereby, and no other proceedings or actions on the part of
the Company are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions
contemplated hereby.


 


(b)  
Due Execution and Delivery. This Agreement has been duly authorized, executed and delivered by the Company and, assuming
that this Agreement constitutes a valid and binding obligation of the Stockholder, this Agreement constitutes a legal, valid and
binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Bankruptcy and
Equity Exception.


 


(c)   
No Violation. The execution and delivery of this Agreement by the Company does not, and the performance by the Company
of its obligations under this Agreement will not, (i) conflict with or violate any Law applicable to the Company or by which any
of the Company’s assets or properties is bound, (ii) conflict with or result in a breach of any organizational documents
of the Company, (iii) conflict with, result in any breach of or constitute a default (or an event that with or without notice or
lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation
of, or result in the creation of any Encumbrances on the properties or assets of the Company pursuant to, any trust, loan or credit
agreement, note, bond, mortgage, indenture, contract, agreement, lease, license, permit, commitment, arrangement or understanding
or other instrument or obligation of any kind to which the Company is a party or by which the Company and/or any of the Company’s
assets or properties is bound, or (iv) be subject to compliance with filing requirements as may be required under applicable securities
laws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to the Company; except, under
clauses (i), (ii), (iii) or (iv), where the absence of filing or authorization, conflict, violation, breach, or default would not
prevent, impair or adversely affect the ability of the Company to perform its obligations hereunder or to consummate the transactions
contemplated hereby on a timely basis.


 


6.             Termination. The term of this Agreement shall commence on the date hereof and shall terminate upon the earliest of
(a) the mutual written agreement of the Stockholder and the Company, (b) the Merger 1 Effective Time, (c) a Parent Adverse
Recommendation Change, and (d) the termination of the Merger Agreement in accordance with its terms; provided that
this Section 6 and Section 9 shall survive any termination of this Agreement.


 


7.             Action by Stockholder Capacity Only. The Company acknowledges that the Stockholder has entered into this Agreement
solely in the Stockholder’s capacity as the record and/or Beneficial Owner of the Covered Shares (and not in any other capacity,
including without limitation, any capacity as a director or officer of Parent). Nothing herein shall (a) limit or affect any actions
taken by the Stockholder or the Stockholder’s Affiliates or designees, or require the Stockholder or the Stockholder’s
Affiliates or designees to take any action, in each case, in his or her capacity as a director or officer of Parent (including
exercising rights of Parent or the Parent Board under the Merger Agreement), and any actions taken, or failure to take any actions,
by any such Person in such capacity as a director or officer of Parent shall not be deemed to constitute a breach of this Agreement,
or (b) be construed to prohibit, limit or restrict the Stockholder or any of the Stockholder’s Affiliates or designees from
exercising their fiduciary duties to Parent or its stockholders.




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8.             Waiver of Certain Actions. The Stockholder hereby agrees not to commence or participate in, and to take all actions
necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Company,
Parent or any of their respective Affiliates or successors (a) challenging the validity of, or seeking to enjoin or delay the operation
of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of
the Mergers), or (b) alleging a breach of any duty of the Company Board, the Parent Board or the Parent Special Committee in connection
with the Merger Agreement, the Transactions, this Agreement or the transactions contemplated hereby.


 


		9.	Miscellaneous.



 


(a)   
Entire Agreement. This Agreement (together with Schedule I) and the Merger Agreement constitute the entire
agreement of the parties and supersede all prior agreements and undertakings, both written and oral, among the parties, or any
of them, with respect to the subject matter hereof and, except as otherwise expressly provided herein or therein, are not intended
to confer upon any other person any rights or remedies hereunder or thereunder. Each party hereby acknowledges and agrees that
in connection with such party’s entry into this Agreement and the Merger Agreement and agreement to consummate the transactions
contemplated hereby and thereby, that such party and its respective Affiliates and each of their respective representatives have
relied on no representations or warranties (whether made by or on behalf of any other party hereto or to the Merger Agreement,
any of their respective Affiliates, any representative of any of the foregoing or any other Person) other than the representations
and warranties expressly set forth herein and in the Merger Agreement.


 


(b)  
No Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall
be assigned, in whole or in part, by operation of law or otherwise by any of the parties hereto without the prior written consent
of the other party. Any purported assignment in violation of the preceding sentence shall be void. Subject to the preceding two
sentences, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective
successors and assigns.


 


(c)   
Amendments. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct
or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of the Company
and the Stockholder. Notwithstanding anything herein to the contrary, in no event shall the Stockholder have any duty or obligation
to vote in favor of the approval or adoption of any amendment to the Merger Agreement (or any of the Transactions under the terms
of any amendment to the Merger Agreement). Notwithstanding anything herein to the contrary, the Company hereby agrees that it shall
not enter into any amendment to the Merger Agreement without the prior written consent of the Stockholder (which consent may be
granted or withheld by the Stockholder in the Stockholder’s sole and absolute discretion).




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(d)  
Notice. Any notice, request, instruction or other document to be given hereunder by any party to the others shall
be in writing and delivered personally or sent by registered or certified mail, postage prepaid, or by electronic mail or overnight
courier:


 


If to the Stockholder:


 


Jacoby & Co. Inc.





c/o Greenlane Holdings, Inc.





1095 Broken Sound Parkway, Suite 300





Boca Raton, Florida 33487





Attention: Aaron LoCascio & Adam Schoenfeld


 


with a copy to:


 


Richards, Layton & Finger, P.A.





One Rodney Square





920 North King Street





Wilmington, Delaware 19801





Attention:  Mark J. Gentile & Robert B. Greco


 


If to the Company:


 


KushCo Holdings, Inc.





6261 Katella Avenue, Suite 250





Cypress, California 90630





Attention: Nicholas Kovachevich & Amir Sadr





Email: nick@kushco.com & amir.sadr@kushco.com




 


with a copy to:


 


Reed Smith LLP





599 Lexington Avenue





New York, New York 10022





Attention: Jennifer W. Cheng & Marc D. Hauser





Email: jcheng@reedsmith.com & mhauser@reedsmith.com




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If to the Parent:


 


Greenlane Holdings, Inc.





1095 Broken Sound Parkway NW, #300





Boca Raton, FL 33487

Attention:  Douglas Fischer, General Counsel





Email: dfischer@greenlane.com


 


with a copy to:


 


Morrison & Foerster LLP





2100 L Street, NW, Suite 900





Washington, DC 20037





Attention: David Slotkin, Esq.; Justin R. Salon, Esq.





Email: DSlotkin@mofo.com; JustinSalon@mofo.com


 


or to such other address or facsimile number as the person to
whom notice is given may have previously furnished to the other parties hereto in writing in the manner set forth above.


 


(e)   
Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of
any provision shall not affect the validity or enforceability of the other provisions of this Agreement. If any provision of this
Agreement, or the application of such provision to any Person or any circumstance, is invalid or unenforceable, (a) a suitable
and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent
and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision
to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability
affect the validity or enforceability of such provision, or the application of such provision, in any other jurisdiction.


 


(f)   
 No Waiver. At any time prior to the Expiration Date, any provision of this Agreement may be waived if such
waiver is in writing and signed by the party against whom the waiver is to be effective. The failure of any party hereto to exercise
any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist
upon compliance by any other party hereto with such party’s obligations hereunder, shall not constitute a waiver by such
party of such party’s right to exercise any such or other right, power or remedy or to demand such compliance.


 


(g)  
No Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of each party
hereto, and nothing in this Agreement, express or implied, is intended to confer upon any other person any rights or remedies of
any nature whatsoever under or by reason of this Agreement.




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(h)  
Governing Law. This Agreement shall be interpreted, construed and governed by and in accordance with the substantive
and procedural Laws of the State of Delaware, without regard to the conflict of laws principles thereof to the extent that such
principles would direct a matter to another jurisdiction.


 


(i)    
Submission to Jurisdiction. In any action between the parties arising out of or relating to this Agreement or any
of the transactions contemplated hereby, each of the parties (i) irrevocably and unconditionally consents and submits to the
exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware, (ii) agrees that it will not attempt to
deny or defeat such jurisdiction by motion or other request for leave from such court, (iii) agrees that it will not claim that
such action is brought in an inconvenient forum or that the forum is improper, and (iv) agrees that it will not bring any
such action in any court other than the Court of Chancery for the State of Delaware, or, if (and only if) such court finds it lacks
subject matter jurisdiction, the federal court of the United States of America sitting in the State of Delaware, and appellate
courts thereof, or, if (and only if) each of such Court of Chancery for the State of Delaware and such federal court finds it lacks
subject matter jurisdiction, any state court within the State of Delaware. Service of process, summons, notice or document to any
party’s address and in the manner set forth in Section 9(d) shall be effective service of process for any such
action.


 


(j)    
Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT
IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES
ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER,
(iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9(j).


 


(k)  
Specific Performance. The parties agree that irreparable damage, for which monetary damages would not be an adequate
remedy, would 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,
or any other appropriate form of specific performance or equitable relief, to prevent breaches of this Agreement and to enforce
specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware, this being in addition
to any other remedy to which such party is entitled at Law or in equity. Each party hereto accordingly agrees not to raise any
objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches
of, or to enforce compliance with, the covenants and obligations of such party under this Agreement, all in accordance with the
terms of this Section 9(k). Each party hereto further agrees that no other party or any other Person shall be required
to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred
to in this Section 9(k), and each party irrevocably waives any right it may have to require the obtaining, furnishing
or posting of any such bond or similar instrument.




     11


     


    



(l)    
Interpretation. Each party has participated in the drafting of this Agreement, which each party acknowledges is the
result of extensive negotiations between the parties. If an ambiguity or question of intent or interpretation arises, this Agreement
shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring
any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires, the singular
number shall include the plural, and vice versa. As used in this Agreement, the words “include” and “including”
and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without
limitation”. As used in this Agreement, references to a “party” or the “parties” are intended to
refer to a party to this Agreement or the parties to this Agreement. Except as otherwise indicated, all references in this Agreement
to “Sections” and “Schedules” are intended to refer to Sections and Schedules to this Agreement. Unless
otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive.


 


(m) Counterparts;
Delivery by Facsimile or Email. This Agreement may be executed in one or more counterparts, and by the different parties hereto
in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute
one and the same agreement. This Agreement, and any amendments hereto, waivers hereof or consents or notifications hereunder, to
the extent signed and delivered by facsimile or by email with scan attachment, shall be treated in all manner and respects as an
original contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof
delivered in person. At the request of any party, each other party shall re-execute original forms thereof and deliver them to
all other parties. No party shall raise the use of facsimile or email to deliver a signature or the fact that any signature or
contract was transmitted or communicated by facsimile or email with scan attachment as a defense to the formation of a legally
binding contract, and each such party forever waives any such defense.


 


[Signature page follows.]





     12


     


    




IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be signed as of the date first written above.


 





	 	COMPANY
	 	 
	 	KUSHCO HOLDINGS, INC.
	 	 	 
	 	By:	/s/ Nick Kovacevich


	 	Name:	Nick Kovacevich


	 	Title:	Chairman and Chief Executive Officer



 

	 	PARENT
	 	 
	 	GREENLANE HOLDINGS, INC.


 


	 	By:	/s/ Aaron LoCascio


	 	Name:	Aaron LoCascio


	 	Title:	Chief Executive Officer


 


	 	STOCKHOLDER
	 	 
	 	Jacoby & Co. Inc.



 

	 	By:	/s/ Adam Schoenfeld


	 	Name:	Adam Schoenfeld


	 	Title:	   



 

	 	By:	/s/ Aaron LoCascio


	 	Name:	Aaron LoCascio


	 	Title:	Co-President







 


[Signature Page to Parent Voting Agreement]






     


     


    


Schedule
1


 


	Stockholder	 	
        Existing Shares

        

	Jacoby & Co. Inc.	 	
        61,721,013 shares of Class C Common
Stock