Exhibit 10.2


 


EXECUTION VERSION


 





October 27, 2022


 


Greenlane Holdings Inc.


1095 Broken Sound Parkway, Suite 300


Boca Raton, FL 33487


Attn: Chief Executive Officer


 


Dear Mr. Kovacevich:


 


This letter (the “Agreement”)
constitutes the agreement between A.G.P./Alliance Global Partners, as placement agent (the “Placement Agent”), and
Greenlane Holdings, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), that
the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection
with the proposed placement (the “Placement”) of units, with each unit consisting of a combination of (i) one
share (a “Share” and, collectively, the “Shares”) of the Company’s Class A common stock,
par value $0.01 per share (the “Common Stock”), (ii) one warrant to purchase a share of Common Stock of the Company
(the “Common Warrants”), and/or (iii) pre-funded warrants to purchase one share of Common Stock (the “Pre-Funded
Warrants”, and together with the Common Warrants, the “Warrants,” and collectively with the Shares, the “Securities”),
depending on the beneficial ownership percentage of the purchaser of the Common Stock following its purchase. The Securities shall be
offered and sold under the Company’s registration statement on Form S-1 (File No. 333-267782) (the “Registration
Statement”). The Securities actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.”
The terms of the Placement shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and
collectively, the “Purchasers”); provided, however, that nothing herein shall obligate the Company to issue
any Securities or complete the Placement. The Company expressly acknowledges and agrees that the Placement Agent’s obligations hereunder
are on a reasonable best efforts basis only and that the execution of this Agreement does not constitute a commitment by the Placement
Agent to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success
of the Placement Agent with respect to securing any other financing on behalf of the Company. The Placement Agent may retain other brokers
or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Placement. Certain affiliates of the Placement
Agent may participate in the Placement by purchasing some of the Placement Agent Securities. The sale of Placement Agent Securities to
any Purchaser will be evidenced by a securities purchase agreement (the “Purchase Agreement”) between the Company and
such Purchaser, in a form reasonably acceptable to the Company and the Purchaser. Capitalized terms that are not otherwise defined herein
have the meanings given to such terms in the Purchase Agreement. Prior to the signing of any Purchase Agreement, officers of the Company
will be available to answer inquiries from prospective Purchasers.


 


SECTION 1.       REPRESENTATIONS
AND WARRANTIES OF THE COMPANY; COVENANTS OF THE COMPANY.


 


A.         Representations
of the Company. With respect to the Placement Agent Securities, each of the representations and warranties (together with any related
disclosure schedules thereto) and covenants made by the Company to the Purchasers in the Purchase Agreement in connection with the Placement,
is hereby incorporated herein by reference into this Agreement (as though fully restated herein) and is, as of the date of this Agreement
and as of the Closing Date, hereby made to, and in favor of, the Placement Agent. In addition to the foregoing, the Company represents
and warrants that there are no affiliations with any FINRA member firm among the Company's officers, directors or, to the knowledge of
the Company, any five percent (5.0%) or greater stockholder of the Company, except as set forth in the Purchase Agreement and SEC Reports.


 


B.          Covenants
of the Company. The Company covenants and agrees to continue to retain (i) a firm of independent PCAOB registered public accountants
for a period of at least three (3) years after the Closing Date and (ii) a competent transfer agent with respect to the Placement
Agent Securities for a period of three (3) years after the Closing Date. Furthermore, the Company covenants and agrees that for ninety
(90) days after the closing date of the Placement, the Company shall be restricted from issuing certain securities pursuant to the terms
of Section 2.6 contained in Annex II to the Purchase Agreement.


 






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SECTION 2.       REPRESENTATIONS
OF THE PLACEMENT AGENT. The Placement Agent represents and warrants that it (i) is a member in good standing of FINRA, (ii) is
registered as a broker/dealer under the Exchange Act, (iii) is licensed as a broker/dealer under the laws of the United States
of America, applicable to the offers and sales of the Placement Agent Securities by the Placement Agent, (iv) is and will be a
corporate body validly existing under the laws of its place of incorporation, (v) has full power and authority to enter into and
perform its obligations under this Agreement. The Placement Agent will immediately notify the Company in writing of any change in its
status with respect to subsections (i) through (v) above. The Placement Agent covenants that it will use its reasonable best
efforts to conduct the Placement hereunder in compliance with the provisions of this Agreement and the requirements of applicable law.


 


SECTION 3.        COMPENSATION.
In consideration of the services to be provided for hereunder, the Company shall pay to the Placement Agent or its respective designees
a total cash fee equal to six percent (6.0%) of the gross proceeds from the total amount of Placement Agent Securities sold in the Placement
(the “Cash Fee”). The Cash Fee shall be paid on the Closing Date. The Company shall not be required to pay the Placement
Agent any fees or expenses except for the Cash Fee and the reimbursement of reasonable legal expenses equal to $35,000. The Placement
Agent reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination
shall be made by FINRA to the effect that the Placement Agent’s aggregate compensation is in excess of FINRA Rules or that
the terms thereof require adjustment.


 


SECTION 4.        INDEMNIFICATION.


 


A.           To
the extent permitted by law, with respect to the Placement Agent Securities, the Company will indemnify the Placement Agent and its affiliates,
stockholders, directors, officers, employees, members and controlling persons (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including
the reasonable fees and expenses of counsel), relating to or arising out of its activities hereunder or pursuant to this Agreement, except
to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment
(not subject to appeal) by a court of law to have resulted primarily and directly from a Placement Agent’s willful misconduct or
gross negligence in performing the services described herein.


 


B.           Promptly
after receipt by the Placement Agent of notice of any claim or the commencement of any action or proceeding with respect to which the
Placement Agent is entitled to indemnity hereunder, the Placement Agent will notify the Company in writing of such claim or of the commencement
of such action or proceeding, but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder,
except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company
so elects or is requested by the Placement Agent, the Company will assume the defense of such action or proceeding and will employ counsel
reasonably satisfactory to the Placement Agent and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence,
the Placement Agent will be entitled to employ its own counsel separate from counsel for the Company and from any other party in such
action if counsel for the Placement Agent reasonably determines that it would be inappropriate under the applicable rules of professional
responsibility for the same counsel to represent both the Company and the Placement Agent. In such event, the reasonable fees and disbursements
of no more than one such separate counsel will be paid by the Company, in addition to fees of local counsel. The Company will have the
right to settle the claim or proceeding, provided that the Company will not settle any such claim, action or proceeding without the prior
written consent of the Placement Agent, which will not be unreasonably withheld.


 


C.           The
Company agrees to notify the Placement Agent promptly of the assertion against it or any other person of any claim or the commencement
of any action or proceeding relating to a transaction contemplated by this Agreement.


 


D.           If
for any reason the foregoing indemnity is unavailable to the Placement Agent or insufficient to hold the Placement Agent harmless, then
the Company shall contribute to the amount paid or payable by the Placement Agent as a result of such losses, claims, damages or liabilities
in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and the Placement
Agent on the other, but also the relative fault of the Company on the one hand and the Placement Agent on the other that resulted in such
losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect
of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred
in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, the liable Placement Agent’s
share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by the Placement Agent
under this Agreement (excluding any amounts received as reimbursement of expenses incurred by the Placement Agent).


 






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E.           These
indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement is completed
and shall survive the termination of this Agreement, and shall be in addition to any liability that the Company might otherwise have to
any indemnified party under this Agreement or otherwise.


 


SECTION 5.       ENGAGEMENT
TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) October 31, 2022 and (ii) the
Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event,
however, in the course of the Placement Agent’s performance of due diligence it deems, it necessary to terminate the engagement,
the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason
prior to the Termination Date but will remain responsible for fees pursuant to Section 3 hereof with respect to the Placement Agent
Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s
obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification
and contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior
to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before
the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any
confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated
under this Agreement.


 


SECTION 6.       COMPANY
LOCK-UP AGREEMENTS.


 


A.           Restriction
on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent
of the Placement Agent and Purchasers, it will not, for a period beginning on the date of this Agreement and ending on the date that is
the 90th day after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell,
sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend,
or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible
into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement
with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable
or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company, other
than entering into a line of credit or asset-backed loan with a traditional bank; or (iv) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether
any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock
of the Company or such other securities, in cash or otherwise.


 


The restrictions contained
in this Section 6(a) (collectively, the “Restrictions”) shall not apply to (i) the Securities, (ii) the
issuance by the Company of securities of the Company pursuant to any documents, agreements or securities existing or outstanding as of
the Closing Date, provided that such existing or outstanding documents, agreements or securities have not been amended since the date
of this Agreement to increase the number of securities or to decrease the exercise price, exchange price or conversion price of securities
(other than in connection with stock splits or combinations or otherwise in accordance with their terms at the time of the Closing Date)
or to extend the term of such documents, agreements or securities, (iii) the issuance by the Company of any securities of the Company
under any equity compensation plan of the Company for services rendered to the Company; or (iv) the issuance of any securities of
the Company in connection with a merger, joint venture, licensing arrangement or any other similar non-capital raising transaction, provided
that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an
operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company
additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities
primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, provided that in each
of (ii) through (iv) above, the securities shall be restricted from sale during the entire Lock-Up Period.


 






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B.           Restriction
on Continuous Offerings. Notwithstanding the restrictions contained in Section 6(a), the Company, on behalf of itself and any
successor entity, agrees that, without the prior written consent of the Placement Agent, it will not engage, for a period of 90 days after
the date of this Agreement, directly or indirectly in any “at the market” or continuous equity transaction, offer to sell,
sell, contract to sell, grant any option to sell or otherwise dispose of shares of capital stock of the Company or any securities convertible
into or exercisable or exchangeable for shares of capital stock of the Company.


 


SECTION 7.        PLACEMENT
AGENT INFORMATION. The Company agrees that any information or advice rendered by the Placement Agent in connection with this engagement
is for the confidential use of the Company only in their evaluation of the Placement and, except as otherwise required by law, the Company
will not disclose or otherwise refer to the advice or information in any manner without each of the Placement Agent’s prior written
consent.


 


SECTION 8.        NO
FIDUCIARY RELATIONSHIP. This Agreement does not create, and shall not be construed as creating rights enforceable by any person or
entity not a party hereto, except those entitled hereto by virtue of the indemnification provisions hereof. The Company acknowledges and
agrees that the Placement Agent are not and shall not be construed as a fiduciary of the Company and shall have no duties or liabilities
to the equity holders or the creditors of the Company or any other person by virtue of this Agreement or the retention of the Placement
Agent hereunder, all of which are hereby expressly waived.


 


SECTION 9.        CLOSING.
The obligations of the Placement Agent, and the closing of the sale of the Placement Agent Securities hereunder are subject to the accuracy,
when made and on the Closing Date, of the representations and warranties on the part of the Company contained herein and in the Purchase
Agreement, to the performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions,
except as otherwise disclosed to and acknowledged and waived by the Placement Agent:


 


A.         All
corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of each of this Agreement,
the Placement Agent Securities, and all other legal matters relating to this Agreement and the transactions contemplated hereby with respect
to the Placement Agent Securities shall be reasonably satisfactory in all material respects to the Placement Agent.


 


B.         The
Placement Agent shall have received from outside counsel to the Company such counsel’s written opinion with respect to the Placement
Agent Securities, addressed to the Placement Agent and the Purchasers and dated as of the Closing Date, in form and substance reasonably
satisfactory to the Placement Agent.


 


C.         The
Common Stock shall be registered under the Exchange Act and, as of the Closing Date, the Placement Agent Securities shall be listed and
admitted and authorized for trading on the Trading Market or other applicable U.S. national exchange and satisfactory evidence of such
action shall have been provided to the Placement Agent. The Company shall have taken no action designed to, or likely to have the effect
of terminating the registration of the Common Stock under the Exchange Act or removing or suspending from trading the Common Stock from
the Trading Market or other applicable U.S. national exchange, nor has the Company received any information suggesting that the Commission
or the Trading Market or other U.S. applicable national exchange is contemplating terminating such registration or listing.


 


D.         No
action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental
agency or body which would, as of the Closing Date, prevent the issuance or sale of the Placement Agent Securities or materially and adversely
affect or potentially and adversely affect the business or operations of the Company; and no injunction, restraining order or order of
any other nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent
the issuance or sale of the Placement Agent Securities or materially and adversely affect or potentially and adversely affect the business
or operations of the Company.


 


E.         The
Company shall have entered into a Purchase Agreement with each of the Purchasers of the Placement Agent Securities and such agreements
shall be in full force and effect and shall contain representations, warranties and covenants of the Company as agreed upon between the
Company and the Purchasers.


 






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F.          FINRA
shall have raised no objection to the fairness and reasonableness of the terms and arrangements of this Agreement. In addition, the Company
shall, if requested by the Placement Agent, make or authorize Placement Agent’s counsel to make on the Company’s behalf, any
filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110, if applicable, with respect to the Placement and
pay all filing fees required in connection therewith.


 


G.         The
Company is an “experienced issuer” as such term is defined in FINRA Rule 5110 and FINRA shall have raised no objection
to the fairness and reasonableness of the terms and arrangements of this Agreement.


 


If any of the conditions specified
in this Section 8 shall not have been fulfilled when and as required by this Agreement, all obligations of the Placement Agent hereunder
may be cancelled by the Placement Agent at, or at any time prior to, the Closing Date. Notice of such cancellation shall be given to the
Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.


 


SECTION 10.  
   GOVERNING LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York
applicable to agreements made and to be performed entirely in such State. This Agreement may not be assigned by either party without the
prior written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their
respective successors and permitted assigns. Any right to trial by jury with respect to any dispute arising under this Agreement or any
transaction or conduct in connection herewith is waived. Any dispute arising under this Agreement may be brought into the courts of the
State of New York or into the Federal Court located in New York, New York and, by execution and delivery of this Agreement, the Company
hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of aforesaid courts. Each party
hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
by delivering a copy thereof via overnight delivery (with evidence of delivery) to such party at the address in effect for notices to
it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If either party shall
commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall
be reimbursed by the other party for its attorney's fees and other costs and expenses incurred with the investigation, preparation and
prosecution of such action or proceeding.


 


SECTION 11.     ENTIRE
AGREEMENT/MISCELLANEOUS. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes
all prior agreements and understandings, relating to the subject matter hereof. If any provision of this Agreement is determined to be
invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or any other provision
of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified or waived except
by an instrument in writing signed by the Placement Agent and the Company. The representations, warranties, agreements and covenants contained
herein shall survive the Closing Date of the Placement and delivery of the Placement Agent Securities. This Agreement may be executed
in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign
the same counterpart. In the event that any signature is delivered by facsimile transmission or a .pdf format file, such signature shall
create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect
as if such facsimile or .pdf signature page were an original thereof.


 


SECTION 12.     NOTICES.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall
be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is sent to the email
address specified on the signature pages attached hereto prior to 6:30 p.m. (New York City time) on a business day, (b) the
next business day after the date of transmission, if such notice or communication is sent to the email address on the signature pages attached
hereto on a day that is not a business day or later than 6:30 p.m. (New York City time) on any business day, (c) the third business
day following the date of mailing, if sent by U.S. internationally recognized air courier service, or (d) upon actual receipt by
the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature
pages hereto.


 






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SECTION 13.     PRESS
ANNOUNCEMENTS. The Company agrees that the Placement Agent shall, on and after the Closing Date, have the right to reference the Placement
and the Placement Agent’s role in connection therewith in the Placement Agent’s marketing materials and on its website and
to place advertisements in financial and other newspapers and journals, in each case at its own expense.


 


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EXECUTION VERSION


 


Please confirm that the foregoing correctly sets
forth our agreement by signing and returning to the Placement Agents the enclosed copy of this Agreement.


 


	 	Very truly yours,
	 	 
	 	A.G.P./ALLIANCE GLOBAL PARTNERS
	 	
    

	 	By:        	/s/ Thomas Higgins                   
	 	Name: 	Thomas Higgins
	 	Title:	Managing Director
	 	 
	 	Address for notice:
	 	
    590 Madison Avenue 28th Floor

    New York, New York 10022

    Attn: Thomas Higgins

    Email: thiggins@allianceg.com 



 


[Signature Page to Placement Agency Agreement.]


 






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Accepted and Agreed to as of


the date first written above:


 


	GREENLANE HOLDINGS, INC.
	 
	
    

	By: 	/s/ Nicholas Kovacevich	 
	Name: 	Nicholas Kovacevich	 
	Title: 	Chief Executive Officer	 


 


Address for notice:


1095 Broken Sound Parkway, Suite 300


Boca Raton, FL


Attn: Amir Sadr


Email: asadr@greenlane.com


 


[Signature Page to Placement Agency Agreement.]


 






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