william_motexformxarxexe






DocuSign Envelope ID: 1756E781-B52D-4AFF-B1D7-E23A38CD5F45                               EXECUTIVE EMPLOYMENT AGREEMENT                                                                     THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated as of 1019 th            August 2020 (the “Effective Date”), is entered into by and between, Warehouse Goods LLC, a            Delaware corporation (the “Company”), and William  Mote (the “Employee”). (Company  and            Employee  are  sometimes  individually  referred  to  herein  as  a  “Party”  and  collectively  as  the            “Parties”).                              WHEREAS,   the  Company  and  the  Employee  desire  to  enter  into  an  employment            relationship, in accordance with the terms and conditions set forth in this Agreement.                   NOW, THEREFORE, in consideration of the foregoing recitals, which are made a part            hereof, the mutual covenants contained herein, and for other good and valuable consideration, the            receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:                                                                                 1.     Employment Term.  Unless terminated earlier in accordance with Section 4 hereof,           Employee’s employment with the Company pursuant to this Agreement shall be for an initial term           of three (3) years commencing on the Effective Date and ending on the third anniversary of the           Effective Date (the “Initial Term”). Thereafter, this Agreement shall be automatically renewed for           successive one-year terms commencing on the applicable anniversary of the Effective Date (each           such successive year being a “Renewal Term,” and, together with the Initial Term, or such lesser           period in the event of termination of Employee’s employment prior to the expiration of the Initial           Term or a Renewal Term by a Party pursuant to the provisions of this Agreement, the “Employment           Term”), unless either Party gives written notice to the other Party not less than ninety (90) days           prior to the end of the Initial Term or a Renewal Term, as the case may be, of such Party’s election           not to renew this Agreement (“Notice of Non-Renewal”).                     2.    Position and Duties; Exclusive Employment; Principal Location; No Conflicts.                           (a)   Position and Duties.  During the Employment Term, the Employee shall            serve  as Chief Financial Officer for  the  Company,  reporting  directly  to  the  Company’s Chief            Executive Officer (the “CEO”), and shall have such duties, authority, and responsibility as shall            be assigned and determined from time to time by the CEO, including duties and responsibilities            for the Company and its current and any future parent, subsidiaries and affiliates, including but not            limited to Greenlane Holdings, Inc. (“Greenlane”) and Greenlane Holdings, LLC (formerly known            as Jacoby Holdings, LLC), (the Company and its current and any future parent, subsidiaries and            affiliates  are  collectively  referred  to  herein  as  the  “Company Group”) without  additional            compensation or benefits other than as set forth in this Agreement.                          (b)   Exclusive Employment.  Employee agrees to devote all of Employee’s full            business time and attention exclusively to the performance of Employee’s duties hereunder and in            furtherance of the business of the Company Group.  Employee shall (i) perform Employee’s duties            and  responsibilities  hereunder honestly,  in  good  faith, to  the  best  of Employee’s  abilities  in  a            diligent manner, and in accordance with the Company Group’s policies and applicable law, (ii)            use Employee’s best efforts to promote the success of the Company Group, (iii) not do anything,            or permit anything to be done at Employee’s direction, that is intended to be inconsistent with            Employee’s duties to the Company Group or opposed to the best interests of the Company Group            or which is a conflict of interest, and (iv) not be or become an officer, director, manager, employee,            advisor, or consultant of any business other than that of the Company Group, unless the Employee            receives  advance  written  approval  from  the COO and  all  other  approvals  required  under  the 





 






DocuSign Envelope ID: 1756E781-B52D-4AFF-B1D7-E23A38CD5F45             policies of the Company Group.  Employee shall not, during Employee’s employment with the            Company,  be  involved  directly  or  indirectly,  in  any  manner,  as  a  partner,  officer,  director,            stockholder,  member,  manager,  consultant,  advisor,  investor,  creditor  or  employee  for  any            company engaged in a substantially similar business to the Company Group; however, Employee            may use Employee’s personal funds to invest in a publicly traded company that engages in a similar            business, but shall not own more than two (2%) percent of the stock thereof.  Notwithstanding the            foregoing, Employee may engage in civic and not-for-profit activities, as long as such activities            do not interfere with Employee’s performance of Employee’s duties to the Company Group or the            commitments made by Employee in this Section 2(b).                         (c)   Principal Location; Travel.  During the Employment Term, the Employee            shall perform the duties and responsibilities required by this Agreement at the Company Group’s            offices located  in Boca  Raton, Florida or  such  other  location as determined within  the sole            discretion of the COO, and will be required to travel to other locations, including internationally,            as may be necessary to fulfill the Employee’s duties and responsibilities hereunder.                          (d)   No  Conflict.  Employee represents  and  warrants  to  the  Company  that            Employee has  the  capacity  to  enter  into  this  Agreement,  and  that  the  execution,  delivery  and            performance  of  this  Agreement  by Employee will  not  violate  any  agreement,  undertaking  or            covenant to which Employee is party or is otherwise bound, including any obligations with respect            to non-competition, non-solicitation, or proprietary or confidential information of any other person            or entity.                  3.     Compensation; Benefits.                          (a)   Base  Salary.  During the  Employment  Term, the  Company  shall  pay  to            Employee an annualized base salary of Three Hundred and Twenty Thousand and No/100 Dollars            ($320,000.00) (the “Base Salary”), which shall be payable in regular installments in accordance            with the Company’s customary payroll practices and procedures, but in no event less frequently            than monthly, and prorated for any partial year worked.  The Base Salary is subject to review            annually throughout the Employment Term by the Compensation Committee (the “Compensation            Committee”) of the Board and the Board of Directors of Greenlane Holdings, Inc. (the “Board”)            and may be subject to increase in the Board’s discretion.                         (b)   Incentive Compensation.                                 (i)   Annual Bonus.                                      (A)   Amount.  For  each  complete  fiscal  year  during  the            Employment Term, Employee shall be eligible to receive an annual performance-based bonus (the            “Annual Bonus”) of fifty percent (50%) based upon achieved Company performance metrics for            the given fiscal year and/or Employee achievement of identified individual performance goals, all            as determined by the Compensation Committee within the first quarter of such applicable fiscal            year during the Employment Term.                                      (B)   Timing of Payment.  The Annual Bonus shall be paid in the            immediately following fiscal year to the fiscal year to which the Annual Bonus relates at the same                                                               2 





 






DocuSign Envelope ID: 1756E781-B52D-4AFF-B1D7-E23A38CD5F45             time bonuses are paid to other executives of the Company, but in no event later than three months            following the end of the fiscal year to which the Annual Bonus relates.                                      (C)   Form  of  Payment. In  the  Compensation  Committee's            complete and sole discretion, an Annual Bonus may be (I) paid in cash, (II) by the issuance of            Awards under the Greenlane Holdings, Inc. 2019 Equity Incentive Plan (or any successor plan            thereto) (the “Plan”), or (III) any combination of (I) and (II).                                     (D)   Conditions  to  Payment.  To  be  eligible  to  receive  such            Annual Bonus, Employee must (I) remain continuously employed with and by the Company (or            any member of the Company Group) through the last day of the fiscal year to which the Annual            Bonus relates, and (II) be in good standing with the Company (and all members of the Company            in  the  same  controlled  group) (i.e., not  under  any  type  of  performance  improvement  plan,            disciplinary suspension, final warning, or the like) as of the last day of the fiscal year to which the            Annual  Bonus  relates. Unless  otherwise  provided  in  this  Agreement,  if  Employee  incurs  a            termination of employment prior to the last day of the fiscal  year to which the Annual Bonus            relates, Employee shall not be entitled to any Annual Bonus for such fiscal year.                                (ii)  Annual Equity Award.                                      (A)   Amount of Annual  Equity  Award.  Employee shall be            eligible to receive long term equity incentive compensation awards under the Greenlane Holdings,            Inc. 2019 Equity Incentive Plan (or any successor plan thereto) (the “Plan”) for each fiscal year            during the Employment Term (an “Annual Equity Award”). With input from the Company, the            Annual  Equity  Award  will  be  determined  under the equity  grant  policies  established  by  the            Compensation Committee and shall be subject to the underlying terms and conditions of the Plan.            Notwithstanding the foregoing, any Award Agreement (as defined in Section 11(f) of the Plan)            shall provide that in the event of a Change in Control (as defined in Section 11(h) of the Plan), one            hundred percent (100%) of any Annual Equity Award granted to the Employee shall fully vest            and, if applicable, become fully exercisable immediately before the Closing.                                      (B)   Grant.  Each Annual Equity Award is intended to be granted            and coincide with the anniversary date of the Effective Date of this Agreement, but such grant            cannot  become  effective  until  formal  action  is  taken with  respect  to  such  grant by  the            Compensation Committee.  As such, the Company will take commercially reasonable efforts to            coordinate with the Compensation Committee to take grant action for each Annual Equity Award            as soon as administratively practicable following each respective anniversary date of the Effective            Date of this Agreement.                                 (iii) Clawback  Provisions. Notwithstanding  anything  to  the  contrary           contained herein and without limiting any other rights and remedies of the Company or Greenlane           (including as may be required by law), if Employee has engaged in fraud or other willful misconduct           that  contributes  materially  to  any  financial  restatements  or  material  loss  to  the  Company or           Greenlane (or any member of the Company Group) , the Company (with respect to the Annual           Bonuses) or Greenlane (with respect to the Annual Equity Awards) shall recover, for the 3-year           period preceding the date on which the Company or Greenlane (or any member of the Company           Group), as the case may be, is required to prepare the account restatements, the amount by which           any incentive compensation paid to Employee exceeded the lower amount that would have been                                                              3 





 






DocuSign Envelope ID: 1756E781-B52D-4AFF-B1D7-E23A38CD5F45            payable to Employee after giving effect to the restated financial results or the material loss, in one           or more of the following methods:                                      (A)   Require repayment by Employee of any Annual Bonus (net            of any taxes paid by Employee on such payments) previously paid to Employee,                                       (B)   Cancel  any  earned  but  unpaid  Annual  Bonus or unissued            Annual Equity Award,                                       (C)   Rescind the exercise and/or vesting of any Annual Equity            Award and the delivery of shares of Greenlane’s common stock upon such exercise or vesting,                                      (D)   Cause all outstanding unvested and unexercised equity rights            under the Plan, that are currently held by Employee, to be terminated and become null and void,            or                                      (E)   Adjust  the  future  compensation  of  Employee  in  order  to            recover the amount.               In addition, the Employee’s Annual Bonus and Annual Equity Award shall be subject to any other            clawback or recoupment policy of the Company, Greenlane or the Plan, as the case may be, as            may be in effect from time to time or any clawback or recoupment as may be required by applicable            law.                         (c)   Welfare  Benefit  Plans.  During  the  Employee’s  employment  with  the            Company, the Employee shall be eligible for participation in the welfare benefit plans, practices,            policies and programs (including, if applicable, medical, dental, disability, employee life, group            life and accidental death insurance plans and programs) that are maintained by, contributed to or            participated in by the Company, subject in each instance to the underlying terms and conditions            (including plan eligibility provisions) of such plans, practices, policies and programs.                         (d)   Expenses.  Subject to Section 24 below, during the Employee’s employment            with the Company, the Employee shall be entitled to reimbursement of all documented reasonable            business  expenses  incurred  by  the  Employee  in  accordance  with  the  policies,  practices  and            procedures of the Company applicable to employees of the Company, as in effect from time to            time.                         (e)   Relocation Reimbursement. If Employee’s principal office location during            the Employment Term is changed by the Board to a location more than seventy-five (75) miles            away from the Company’s headquarters in Boca Raton, Florida, then the Company shall reimburse            Employee for the expenses incurred by Employee in relocating Employee’s primary residence up            to a maximum of Ten Thousand Dollars ($10,000), which shall be reimbursed to Employee within            thirty  (30)  days  after  Employee  submits  documentation  to  the  Company  of  such  relocation            expenses incurred by Employee (the “Relocation Reimbursement”).  Employee acknowledges that            such relocation reimbursement amounts are required to be included in taxable income and reported            as wages in the year in which the reimbursement is received.  If Employee terminates Employee’s            employment  with  the  Company  and  this  Agreement  for  any  reason  prior  to  the two-year            anniversary of the date on which Employee receives payment of the Relocation Reimbursement,                                                               4 





 






DocuSign Envelope ID: 1756E781-B52D-4AFF-B1D7-E23A38CD5F45             then Employee agrees to repay the Company the Relocation Reimbursement (net of original taxes            withheld)  and  hereby  authorizes  the  Company  to  deduct  such  repayment  from  the  Accrued            Obligations (as defined in Section 5(a)(i) hereof), to the extent permissible under applicable law.                         (f)   Fringe  Benefits.  During the Employment  Term, the  Employee shall  be            eligible to receive such fringe benefits and perquisites as are provided by the Company, in its sole            discretion,  to  its employees from  time  to  time,  in  accordance  with  the  policies,  practices  and            procedures of the Company.                         (g)   Paid Time Off.  During the Employment Term, Employee shall be entitled            to paid time off as needed, in accordance with the plans, policies, programs and practices of the            Company applicable to its executives, and, in each case, subject to the prior consent of the CEO            or the CEO’s designee.                         (h)   Withholding  Taxes.  All  forms  of  compensation  paid  or  payable  to the            Employee from the Company or the Company Group, whether under this Agreement or otherwise,            are  subject  to  reduction  to  reflect  applicable withholding  and  payroll  taxes  pursuant  to  any            applicable law or regulation.                  4.     Termination.   This  Agreement  and Employee’s  employment  with  the  Company           may be terminated in accordance with any of the following provisions.                         (a)   Expiration  of  Employment  Term.   This  Agreement and  Employee’s            employment with the Company will terminate upon expiration of the Employment Term following            Notice of Non-Renewal provided by either Party to the other Party in accordance with Section 1            hereof.  Any Notice of Non-Renewal given by the Company to the Employee shall not constitute            a termination of this Agreement by the Company with Cause or without Cause.  Any Notice of            Non-Renewal  given  by  the Employee to  the  Company  shall  constitute  a  resignation  by  the            Employee.                         (b)   Termination By the  Company Without  Cause.  The  Company may            terminate this Agreement and Employee’s employment with the Company at any time without            Cause (as defined in Section 4(d)) by providing written notice of termination to Employee.                         (c)   Resignation By Employee For Any Reason.  Employee may terminate this            Agreement and Employee’s employment with the Company for any reason, by providing written            notice to  the Company at  least ninety (90) days prior to  the effective date of termination (the            “Notice Period”).  During the Notice Period, Employee shall continue to perform the duties of            Employee’s position and the Company shall continue to compensate Employee as set forth herein.             Notwithstanding the foregoing, if Employee provides the Company with notice of termination            pursuant to  this  Section  4(c),  the  Company  will  have  the  option  of  requiring Employee to            immediately vacate the Company’s premises and cease performing Employee’s duties hereunder.             If  the  Company  so  elects  this  option,  then  the  Company  will  be  obligated  to provide the            compensation and benefits hereunder to Employee for the duration of the Notice Period.                          (d)   Termination By the Company For Cause. The Company may immediately            terminate this Agreement and Employee’s employment with the Company for Cause, which shall            be effective upon delivery by the Company of written notice to Employee of such termination,                                                               5 





 






DocuSign Envelope ID: 1756E781-B52D-4AFF-B1D7-E23A38CD5F45             subject to any cure period as required herein.  For purposes of this Agreement, “Cause” shall mean,            with respect to the Employee, one or more of the following: (i) the conviction of the Employee of            the commission of a felony or other crime involving moral turpitude (including pleading guilty or            no contest to such crime), whether or not such felony or other crime was committed in connection            with the business of the Company Group; (ii) the commission of any act or omission involving            gross  negligence,  willful  misconduct, moral  turpitude, misappropriation,  embezzlement,            dishonesty, or  fraud in  connection  with  the  performance  of  the  Employee’s  duties  and            responsibilities hereunder; (iii) reporting to work under the influence of alcohol or illegal drugs,            the use of illegal drugs at the workplace, or other conduct causing the Company Group public            disgrace or disrepute or significant economic harm, whether in conjunction with the performance            of Employee’s duties on behalf of the Company Group or otherwise; (iv) the commission of any            act or omission which is significantly injurious to the Company Group, monetarily, as determined            in the reasonable discretion of the Board; (v) willful failure or refusal to perform material duties            and  responsibilities as  reasonably  directed  by  the COO or Board; (vi)  any  act  or  omission            deliberately aiding  or  abetting a  competitor  of  the  Company  Group  to  the  disadvantage  or            detriment of the Company Group; (vii) breach of any applicable fiduciary duty to the Company            Group; or (viii) any other material breach of this Agreement.  The Company shall not have the            right to terminate for Cause under subsections (iii), (v) or (viii) of this Section 4(d) unless and until            the  Company  provides Employee written  notice  containing  detailed  reasons  for  the  Cause            termination and at least ten 10 days to cure any act or omission constituting Cause pursuant to such            subsections prior to the effective termination date, provided however that the act or omission is, in            fact, curable. In no event shall the Employee have more than one cure opportunity with respect to            the recurrence of the same or similar actions or inactions constituting Cause.                         (e)   Termination  as  a  Result  of Death  or  Disability  of Employee.   This            Agreement and the Employee’s employment with the Company shall terminate automatically upon            the date of the Employee’s death without notice by or to either Party.  This Agreement and the            Employee’s employment with the Company shall be terminated upon thirty (30) days’ written            notice by the Company to the Employee that the Company has made a good faith determination            that the Employee has  a  Disability.   For  purposes  of  this  Agreement,  “Disability”  means  the            incapacity  or  inability  of the Employee,  whether  due  to  accident,  sickness  or  otherwise,  as            confirmed in writing by a medical doctor acceptable to the Company, to perform the essential            functions  of the Employee’s  position  under  this  Agreement,  with  or  without  reasonable            accommodation, for an aggregate of ninety (90) days during any twelve (12) month period of the            Employee’s employment with the Company.  Upon written request by the Company, the Employee            shall,  as  soon  as  practicable,  provide the Company  with  medical  documentation  and  other            information sufficient to enable the Company to determine whether the Employee has a Disability.                    5.     Obligations of the Company Upon Termination.                         (a)   Termination By the Company Without Cause.  If the Employee incurs a            “separation from service” from the Company (within the meaning of Section 409A(a)(2)(A)(i) of            the Code and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) during the            Employment Term by reason of a termination of the Employee’s employment by the Company            without Cause pursuant to Section 4(b) hereof:                               (i)   The Company shall pay Employee within thirty (30) days after the            effective date of termination or by such earlier date if required by applicable law, (A) the aggregate                                                              6 





 






DocuSign Envelope ID: 1756E781-B52D-4AFF-B1D7-E23A38CD5F45             amount of Employee’s earned but unpaid Base Salary then in effect, (B) incurred but unreimbursed            documented reasonable reimbursable business expenses through the date of such termination, and            (C) any other amounts due under applicable law, in each case earned and owing through the date            of termination (the “Accrued Obligations”).                               (ii)  In addition to the Accrued Obligations, the Company shall pay to            Employee the amount of any Annual Bonus earned, but not yet paid, with respect to the fiscal year            prior  to  the  fiscal  year  in  which  the  date  of  termination  of  Employee’s  employment  with  the            Company occurs (the “Earned Annual Bonus”), which such payment shall be made to Employee            in accordance with Section 3(b) hereof.                                (iii) In addition to the Accrued Obligations, subject to (A) Section 5(c)            below, (B) the Employee timely signing, delivering, and not revoking (if applicable) the Release            (as defined in this Section 5(a)(iii)), and (C) the Employee’s compliance with the Employee’s post-           termination  obligations  in  Sections  6,  7,  8,  9,  10,  and  11 hereof following  the  termination  of            Employee’s employment with the Company, the Company shall pay to the Employee severance            equal to six (6) months of the Base Salary in effect on the date of termination (the “Severance”),            which shall be payable in equal installments in accordance with the Company’s regular payroll            practices and subject to all customary withholding and deductions.                   Notwithstanding the foregoing, it shall be a condition to the Employee’s right to receive            the Severance that the Employee execute and deliver to the Company an effective general release            of claims in a form prescribed by the Company, which form shall include, among customary terms            and conditions, the survival of Employee’s post-termination obligations in Sections 6, 7, 8, 9, 10,            and 11 of this Agreement following termination of Employee’s employment with the Company            (the “Release”), within twenty-one (21) days (or, to the extent required by law, forty-five (45)            days) following the date of termination of Employee’s employment with the Company, and that            the Employee not revoke such Release during any applicable revocation period (the combined            review period and revocation period hereinafter referred to as the “Consideration Period”). Subject            to  Section  5(c)  below,  upon  timely  execution, delivery and  non-revocation of  the  Release  by            Employee, the installment payments of the Severance shall begin on the first normal payroll date            that is after the later of (I) the date on which the Employee delivered to the Company the Release            signed by the Employee, or (II) the end of any applicable revocation period (unless a longer period            is required by law).  Notwithstanding the foregoing, if the earliest payment date determined under            the preceding sentence is in one taxable year of the Employee and the latest possible payment date            is in a second taxable year of the Employee, the first installment payment of Severance shall be            made on the first normal payroll date that immediately follows the last date of the Consideration            Period.                          (b)   Termination  By the  Employee  For  Any  Reason;  Termination  By  the            Company  For  Cause;  Termination  Due  to  Death  or  Disability  of  Employee. If  the Employee            terminates  the  Employee’s  employment  and  this  Agreement  for  any  reason,  the Company            terminates  the Employee’s  employment and  this  Agreement for  Cause, or  the Employee’s            employment and this Agreement terminates due to expiration of the Employment Term or due to            the Employee’s death or Disability, then the Company’s obligation to compensate the Employee            shall in all respects cease as of the date of termination, except that the Company shall pay to the            Employee (or the Employee’s estate in the event of death) (i) the Accrued Obligations within thirty                                                               7 





 






DocuSign Envelope ID: 1756E781-B52D-4AFF-B1D7-E23A38CD5F45             (30) days after the effective date of termination (or by such earlier date if required by applicable            law), and (ii) the Earned Annual Bonus, if any, in accordance with Section 3(b) hereof.                          (c)   Six-Month Delay.  To the maximum extent permitted under Section 409A            of  the  Code,  the  Severance  payable  under  Section  5(a)(iii) is  intended  to  comply  with  the            “separation  pay  exception”  under  Treas.  Reg.  §1.409A-1(b)(9)(iii).   To  the  extent  the  overall            Severance payable under Section 5(a)(iii) does not qualify for the “severance pay exception,” then            notwithstanding  anything  to  the  contrary  in  this Agreement,  no  compensation  or  benefits,            including without limitation any Severance payable under Section 5(a)(iii) hereof, shall be paid to            the  Employee  during  the  six  (6)-month  period  following  the  Employee’s  termination  of            employment with the Company if the Company determines that paying such amounts at the time            or  times  indicated  in  this  Agreement  would  be  a  prohibited  distribution  under  paragraph            (a)(2)(B)(i) of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A            of the Code”).  If the payment of any such amounts is delayed as a result of the previous sentence,            then on the first business day following the end of such six (6) month period (or such earlier date            upon  which  such  amount  can  be  paid  under  Section  409A  of  the  Code  without  resulting  in  a            prohibited distribution, including as a result of the Employee’s death), the Company shall pay the            Employee a lump-sum amount equal to the cumulative amount that would have otherwise been            payable to the Employee during such delay period (without interest).                           (d)   Exclusive  Benefits.   Notwithstanding  anything  to  the  contrary  set  forth            herein, except as expressly provided in this Section 5, the Employee shall not be entitled to any            additional  payments  or  benefits  upon  or  in  connection  with  the Employee’s  termination  of            employment with the Company.                  6.     Non-Disclosure of Confidential Information.                         (a)   Confidential Information. The Employee acknowledges that in the course            of the Employee’s employment with the Company, the Employee previously was provided with,            had access to, accessed, and used Confidential Information (as defined herein) of the Company            Group.  Employee further acknowledges that in the course of Employee’s continuing employment            with the Company, the Employee will use, have access to, and develop Confidential Information            (as  defined  herein)  of  the  Company  Group.   For  purposes  of  this  Agreement,  “Confidential            Information” shall mean and include all information, whether written or oral, tangible or intangible            (in any form or format), of a private, secret, proprietary or confidential nature, of or concerning            the  Company  Group  or  the  business  or  operations  of  the  Company  Group,  including  without            limitation:  any trade secrets or other confidential or proprietary information which is not publicly            known  or  generally  known  in  the  industry;  the  identity,  background,  and  preferences  of  any            current, former, or prospective clients, suppliers, vendors, referral sources, and business affiliates;            pricing  and  financial  information;  current  and  prospective client,  supplier,  or  vendor  lists  and            leads; proposals with prospective clients, suppliers, vendors, or business affiliates; contracts with            clients,  suppliers,  vendors  or  business  affiliates;  marketing  plans;  brand  standards  guidelines;            proprietary  computer  software  and  systems;  marketing  materials  and  information;  information            regarding  corporate  opportunities;  operating  and  business  plans  and  strategies;  research  and            development;  policies  and  manuals;  personnel  information  of  employees  that  is  private  and            confidential; any information related to the compensation of employees, consultants, agents or            representatives of the Company Group; sales and financial reports and forecasts; any information            concerning  any  product,  technology  or  procedure  employed  by the Company  Group  but  not                                                              8 





 






DocuSign Envelope ID: 1756E781-B52D-4AFF-B1D7-E23A38CD5F45             generally known to its current or prospective clients, suppliers, vendors or competitors, or under            development  by  or  being  tested  by the Company  Group;  any  inventions,  innovations  or            improvements  covered  by  Section 9 hereof;  and  information  concerning  planned  or  pending            acquisitions or divestitures.  Notwithstanding the foregoing, the term Confidential  Information            shall not include information which (A) becomes available to Employee from a source other than            the Company Group or from third parties with whom the Company Group is not bound by a duty            of confidentiality, or (B) becomes generally available or known in the industry other than as a            result of its disclosure by Employee.                                 (i)   During the course of Employee’s employment with the Company,            Employee agrees to use Employee’s best efforts to maintain the confidentiality of the Confidential            Information, including adopting and implementing all reasonable procedures prescribed by the            Company  Group  to  prevent  unauthorized  use  of  Confidential  Information  or  disclosure  of            Confidential Information to any unauthorized person.                               (ii)  Employee agrees  that  all  Confidential  Information  shall  be the            Company Group’s sole property during and after Employee’s employment with the Company.             Employee agrees that Employee will not remove any hard copies of Confidential Information from            the Company  Group’s  premises,  will  not  download,  upload,  or  otherwise  transfer  copies  of            Confidential Information to any external storage media, cloud storage, personal email address of            Employee or email address that is not owned by the Company Group (except as necessary in the            performance of Employee’s duties for the Company Group and for the Company Group’s sole            benefit), and will not print hard copies of any Confidential Information that Employee accesses            electronically from a remote location (except as necessary in the performance of Employee’s duties            for the Company Group and for the Company Group’s sole benefit).                                 (iii) Other than as contemplated in Section 6(a)(iv) below, in the event            that Employee becomes legally obligated to disclose any Confidential Information to anyone other            than to the Company Group, Employee will provide the Company with  prompt written notice            thereof  so  that the Company  may  seek  a  protective  order  or  other  appropriate  remedy  and            Employee will cooperate with and assist the Company in securing such protective order or other            remedy.   In  the  event  that  such  protective  order  is  not  obtained,  or  that the Company  waives            compliance with the provisions of this Section 6(a)(iii) to permit a particular disclosure, Employee            will furnish only that portion of the Confidential Information which Employee is legally required            to disclose.                                 (iv)  Nothing  in  this  Agreement or  any  other  agreement with  the            Company containing  confidentiality  provisions shall  be  construed  to  prohibit Employee from:            filing a charge with, participating in any investigation or proceeding conducted by, or cooperating            with the Equal Employment Opportunity Commission, the National Labor Relations Board, the            Occupational Safety and Health Administration, the Securities and Exchange Commission or any            other federal,  state  or  local  government  agency  charged  with  enforcement  of  any  law,  rule  or            regulation (“Government Agencies”); reporting possible violations of any law, rule or regulation            to any Government Agencies; making other disclosures that are protected under whistleblower            provisions of any law, rule or regulation; or receiving an award for information provided to any            Government Agencies.  Employee acknowledges that an individual shall not be held criminally or            civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A)            is made in confidence to a federal, state, or local government official, either directly or indirectly,                                                              9 





 






DocuSign Envelope ID: 1756E781-B52D-4AFF-B1D7-E23A38CD5F45             or  to  an  attorney,  and  made  solely  for  the  purpose  of  reporting  or  investigating  a  suspected            violation  of  law;  or  (B)  is  made  in  a  complaint  or  other  document  filed  in  a  lawsuit  or  other            proceeding, if such filing is made under seal.  Employee further acknowledges that an individual            who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may            disclose the trade secret to the attorney of the individual and use the trade secret information in the            court proceeding, if the individual: (1) files any document containing the trade secret under seal;            and (2) does not disclose the trade secret, except pursuant to court order.                         (b)   Restrictions On Use And Disclosure Of Confidential Information.  At all            times during Employee’s employment with the Company and after Employee’s employment with            Company terminates, regardless of the reason for termination, Employee agrees: (i) not to use,            permit  use  of,  discuss,  disclose,  transfer,  or  disseminate  in  any  manner  any  Confidential            Information, except as necessary in the performance of Employee’s duties for the Company Group            and for the Company Group’s sole benefit; (ii) not to make, or cause to be made, copies (in any            form  or  format)  of  the  Confidential  Information,  except  as  necessary  in  the  performance  of            Employee’s duties for the Company Group and for the Company Group’s sole benefit; and (iii) to            promptly and fully advise the Company of all facts known to Employee concerning any actual or            threatened  unauthorized  use  of  the  Confidential  Information  or  disclosure  of  the  Confidential            Information to any unauthorized person about which Employee becomes aware.  The restrictions            contained  in  this  Section  6(b)  also  apply  to  Confidential  Information  developed  by Employee            during Employee’s employment with the Company, which are related to the Company Group or            to the Company Group’s successors or assigns, as such information is developed for the benefit of            and  ownership  of  the  Company  Group  and  all  rights  and  privileges  to  such  information  or            derivative works, including but not limited to trademarks, patents and copyrights remain with the            Company Group.                           (c)   Third Party Information.  Employee acknowledges that during the course of            Employee’s employment with the Company, Employee may have already received or had access            to, and may continue to receive or have access to, confidential or proprietary information belonging            to  third  parties  (“Third  Party  Information”).  During  the  Employment  Term  and  thereafter,            Employee agrees:  (i)  to  hold  the  Third  Party  Information  in the  strictest  confidence,  take  all            reasonable precautions to prevent the inadvertent disclosure of the Third Party Information to any            unauthorized person, and follow all of the Company’s policies regarding protecting the Third Party            Information; (ii) not to use, permit use of, discuss, disclose, transfer, or disseminate in any manner            any Third Party Information, except as necessary in the performance of Employee’s duties for the            Company Group; (iii) not to make, or cause to be made, copies (in any form or format) of the Third            Party Information, except as necessary in the performance of Employee’s duties for the Company            Group; and (iv) to promptly and fully advise the Company of all facts known to the Employee            concerning any actual or threatened unauthorized use of the Third Party Information or disclosure            of the Third Party Information to any unauthorized person about which Employee becomes aware.                         (d)   Return  of  Confidential  Information  and  Property.   Upon  termination  of            Employee’s employment with the Company, notwithstanding the reason or cause of termination,            and at any other time upon written request by the Company, Employee shall promptly return to            the Company all originals, copies, or duplicates, in any form or format (whether paper, electronic            or other storage media), of the Confidential Information and the Third Party Information, as well            as any and all other documents, computer discs, computer data, equipment, and property of the            Company Group (including, but not limited to, cell phones, credit cards, and laptop computers if                                                              10 





 






DocuSign Envelope ID: 1756E781-B52D-4AFF-B1D7-E23A38CD5F45             they have been provided to Employee), relating in any way to the business of the Company Group            or  in  any  way  obtained  by Employee during  the  course  of Employee’s  employment  with the            Company. Employee further agrees that after termination of Employee’s employment with the            Company, Employee shall not retain any copies, notes, or abstracts in any form or format (whether            paper,  electronic  or  other  storage  media)  of  the  Confidential  Information,  the  Third  Party            Information, or other documents or property belonging to the Company Group.                  7.     Non-Competition; Non-Solicitation.                         (a)   Non-Competition.  Employee acknowledges the highly competitive nature            of Company Group’s business and, in consideration of Employee’s employment and continued            employment with the Company, access to the Confidential Information, and the payment of the            Base Salary and certain benefits by Company to Employee pursuant to the terms hereof (which            Employee acknowledges is sufficient to justify the restrictions contained herein), Employee agrees            that  during  Employee’s  employment  with  the  Company  and  for a  period  of twenty-four (24)            months from the date of termination of Employee’s employment with the Company for any reason            whatsoever (and whether upon notice of the Company or the Employee) (the “Restricted Period”),            Employee will not engage, directly or indirectly, as a principal, officer, agent, employee, director,            member, partner, stockholder (other than as the passive holder of less than 2% of the outstanding            stock  of  a  publicly-traded  corporation),  independent  contractor,  or  through  the  investment  of            capital, lending of money or property, rendering of consulting services or advice, or in any other            capacity, whether with or without compensation or other remunerations, in the Restricted Business            (as hereinafter defined) anywhere within the Restricted Area (as hereinafter defined), except on            behalf of the Company Group or with the prior written consent of the Board.  For purposes of this            Agreement, the “Restricted Area” includes any country, state, province, county, or city in which            Company Group (i) conducts business as of the date of termination of Employee’s employment            with the Company  or (ii) conducted  business  within  the  one-year  period  prior  to  the  date  of            termination  of  Employee’s  employment  with  the  Company.  For  purposes  of  this  Agreement,            “Restricted Business” shall mean the business of selling vaporization products and accessories,            consumption  devices  and  accessories, hemp-derived  cannabidiol, and  ancillary  products  for            licensed cannabis producers (e.g. child-resistant packaging), and any other business that is the            same as, similar to, or competitive with the products or services provided by the Company Group.                         (b)   Non-Solicitation  of  Clients, Suppliers,  Vendors,  and  Referral  Sources.             Employee agrees that during the Restricted Period (as defined in Section 7(a)), the Employee shall            not, for Employee’s own benefit or on behalf of any other person or entity (other than the Company            Group), directly or indirectly through another person or entity: (i) contact, solicit, or communicate            with any existing or prospective client, supplier, vendor, or referral source of the Company Group            for the purpose of encouraging, causing, or inducing the client, supplier, vendor, or referral source            to cease or reduce doing business with the Company Group; (ii) contact, solicit, or communicate            with any existing or prospective client of the Company Group for the purpose of providing the            client  with  products  or  services  competitive  with  those  products  or  services  provided  by  the            Company Group; or (iii) aid or assist any other person, business, or entity to do any of the aforesaid            prohibited acts.  The restriction created by this Section 7(b) is limited to client, supplier, vendor,            or referral source with which the Company Group did business or proposed to do business at any            time during Employee’s employment with the Company.                                                                  11 





 






DocuSign Envelope ID: 1756E781-B52D-4AFF-B1D7-E23A38CD5F45                         (c)   Non-Solicitation of Employees, Consultants, and Independent Contractors.             Employee agrees that during the Restricted Period (as defined in Section 7(a)), the Employee shall            not, directly or indirectly (in any capacity, on Employee’s own behalf or on behalf of any other            person  or  entity):  (i)  solicit,  request,  induce  or  encourage  any  employees,  consultants or            independent  contractors of the Company Group to terminate their employment, to cease to be            engaged by the Company Group, and/or to terminate or reduce their business relationship with the            Company Group; or (ii) hire, employ, or offer to hire or employ (other than for the Company            Group) any employee, consultant, or independent contractor who is employed or engaged by the            Company Group, or any person or entity who was employed by the Company Group or engaged            by the Company Group as a consultant or independent contractor at any time during the one (1)            year period preceding the date of termination of Employee’s employment with the Company.                         (d)   Reasonableness of  Restrictive  Covenants. Employee agrees  and            acknowledges that to assure the Company that the Company Group will retain the value of its            operations, it is necessary that the Employee abide by the restrictions set forth in this Agreement.            Employee further agrees that the promises made in this Agreement are reasonable and necessary            for protection of the Company Group’s legitimate business interests including, but not limited to:            the Confidential Information; client good will associated with the specific marketing and trade            area  in  which  the  Company  Group  conducts  its  business;  the  Company  Group’s  substantial            relationships with prospective and existing clients, suppliers, vendors, and referral sources; and a            productive  and  competent  and  undisrupted  workforce.  Employee agrees  that  the  restrictive            covenants in this Agreement will not prevent Employee from earning a livelihood in Employee’s            chosen business, they do not impose an undue hardship on Employee, and that they will not injure            the public.                         (e)   Tolling of Restrictive Period. The time period during which Employee is to            refrain from the activities described in Section 7 of this Agreement will be extended by any length            of  time  during  which Employee is  in  breach  of Section  7 of  this  Agreement.   The Employee            acknowledges  that  the  purposes  and  intended  effects  of  the  restrictive  covenants  would  be            frustrated by measuring the period of the restriction from the date of termination of Employee’s            employment where the Employee failed to honor the restrictive covenant until required to do so            by court order.                  8.     Non-Disparagement. Employee agrees  that  at  all  times  during  and  after  the           Employment Term, Employee will not engage in any conduct that is injurious to the reputation or           interests of the Company Group, including, but not limited to, making disparaging comments (or           inducing or encouraging others to make disparaging comments) about the Company Group, any of           the shareholders, members, directors, officers, employees or agents of the Company Group, or the           Company  Group’s  operations,  financial  condition,  prospects,  products  or  services.  However,           nothing in this Agreement shall prohibit Employee from: exercising protected rights under Section           7 of the National Labor Relations Act; filing a charge with, participating in any investigation or           proceeding conducted by, or cooperating with any Government Agencies; testifying truthfully in           any forum or before any Government Agencies; reporting possible violations of any law, rule or           regulation  to  any Government  Agencies; or  making  other  disclosures  that  are  protected  under           whistleblower provisions of any law, rule or regulation.                                                                  12 





 






DocuSign Envelope ID: 1756E781-B52D-4AFF-B1D7-E23A38CD5F45                  9.     Intellectual Property.                           (a)   Work  Product  Owned  By the Company.  Employee agrees  that  the            Company  or  the  applicable  member  of  the  Company  Group  (each  individually  the  “Assigned            Party”)  is  and  will  be  the  sole  and  exclusive  owner  of  all  ideas,  inventions,  discoveries,            improvements, designs, plans, methods, works of authorship, deliverables, writings, brochures,            manuals, know-how, method of conducting its business, policies, procedures, products, processes,            software, or any enhancements, or documentation of or to the same and any other work product in            any form or media that Employee made prior to the Effective Date, makes, works on, conceives,            or reduces to practice, individually or jointly with others, in the course of Employee’s past, current            and  future employment  for  the  Assigned  Party or  with  the  use  of  the  Assigned  Party’s  time,            materials or facilities, and is in any way related or pertaining to or connected with the present or            anticipated business, products or services of the Assigned Party whether produced during normal            business hours or on personal time (collectively, “Work Products”).                         (b)   Intellectual  Property.   “Intellectual  Property”  means  any  and all  (i)            copyrights  and  other  rights  associated  with  works  of  authorship,  (ii)  trade  secrets  and  other            confidential  information,  (iii)  patents,  patent  disclosures  and  all  rights  in  inventions  (whether            patentable or not), (iv) trademarks, trade names,  Internet  domain names, and registrations  and            applications for the registration thereof together with all of the goodwill associated therewith, (v)            all other intellectual and industrial property rights of every kind and nature throughout the world            and however designated, whether arising by operation of law, contract, license, or otherwise, and            (vi)  all  registrations,  applications,  renewals,  extensions,  continuations,  divisions,  or  reissues            thereof now or hereafter in effect.                         (c)   Assignment. Employee acknowledges Employee’s  work  and  services            provided for the Assigned Party and all results and proceeds thereof, including, the Work Products,            are works done under Company Group’s direction and control and have been specially ordered or            commissioned by the Company Group. To the extent the Work Products are copyrightable subject            matter, they shall constitute “works made for hire” for the Company Group within the meaning of            the Copyright Act of 1976, as amended, and shall be the exclusive property of the Assigned Party.             Should any Work Product be held by a court of competent jurisdiction to not be a “work made for            hire,” and for any other rights, Employee hereby assigns and transfers to Assigned Party, to the            fullest extent permitted by applicable law, all right, title, and interest in and to the Work Products,            including but not limited to all Intellectual Property pertaining thereto, and in and to all works            based upon, derived from, or incorporating such Work Products, and in and to all income, royalties,            damages, claims and payments now or hereafter due or payable with respect thereto, and in and to            all causes of action, either in law or in equity for past, present, or future infringement. Employee            hereby waives and further agrees not to assert Employee’s rights known in various jurisdictions as            moral rights and grants the Company Group the right to make changes, as the Company Group            deems necessary, in the Work Products.                          (d)   License of Intellectual Property Not Assigned.  Notwithstanding the above,            should Employee be deemed to own or have any Intellectual Property that is used, embodied, or            reflected in the Work Products, Employee hereby grants to the Company Group, its successors and            assigns, the non-exclusive, irrevocable, perpetual, worldwide, fully paid and royalty-free license,            with rights to sublicense through multiple levels of sublicenses, to use, reproduce, publish, create            derivative works of, market, advertise, distribute, sell, publicly perform and publicly display and                                                              13 





 






DocuSign Envelope ID: 1756E781-B52D-4AFF-B1D7-E23A38CD5F45             otherwise exploit by all means now known or later developed the Work Products and Intellectual            Property.                           (e)   Maintenance; Disclosure; Execution; Attorney-In-Fact.  Employee will, at            the request and cost of the Assigned Party, sign, execute, make and do all such deeds, documents,            acts and things as the Assigned Party and their duly authorized agents may reasonably require to            apply for, obtain and vest in the name of the Assigned Party alone (unless the Assigned Party            otherwise  directs)  letters  patent,  copyrights  or  other  analogous  protection  in  any  country            throughout the world and when so obtained or vested to renew and restore the same. In the event            the Assigned Party is unable, after reasonable effort, to secure Employee’s signature on any letters            patent, copyright or other analogous protection relating to a Work Product, whether because of            Employee’s physical or mental incapacity or for any other reason whatsoever, Employee hereby            irrevocably  designates  and  appoints  the  Assigned  Party  and  their  duly  authorized  officers  and            agents as Employee’s agent and attorney-in-fact (which designation and appointment shall be (i)            deemed  coupled  with  an  interest  and  (ii)  irrevocable,  and  shall  survive Employee’s  death  or            incapacity), to act for and in Employee’s behalf and stead to execute and file any such application            or applications and to do all other lawfully permitted acts to further the prosecution and issuance            of letters patent, copyright or other analogous protection thereon with the same legal force and            effect as if executed by Employee.                          (f)   Employee’s  Representations  Regarding  Work  Products.  Employee            represents and warrants that all Work Products that Employee makes, works on, conceives, or            reduces to practice, individually or jointly with others, in the course of performing Employee’s            duties for Assigned Party under this Agreement are (i) original or an improvement of the Assigned            Party’s prior Work Products and (ii) do not include, copy, use, or infringe any Intellectual Property            rights of a third party.                    10.    Cooperation.  Employee agrees that at all times during the Employee’s employment           with the Company and at all times thereafter (including following the termination of the Employee’s           employment for any reason), Employee will cooperate with all reasonable requests by the Company           Group for assistance in connection with any any action, suit, or proceeding, whether civil, criminal,           administrative, or investigative, involving the Company Group, including  by providing truthful           testimony  in  person  in  any  such  action,  suit,  or  proceeding,  and by  providing  information  and           meeting and consulting with the Board or their representatives or counsel, or representatives of or           counsel to the Company Group, as reasonably requested; provided, however, that the foregoing           shall not apply to any action, suit, or proceeding involving disputes between Employee and the           Company Group arising under this Agreement or any other agreement.                    11.    Indemnification.  During and after the Employment Term, the Employee shall be           entitled to all rights to indemnification available under the by-laws, certificate of incorporation and           any director and officer insurance policies of Greenlane and the Company, any indemnification           agreement entered into between Greenlane and Employee, or to which Employee may otherwise be           entitled through Greenlane, the Company, and/or any of their respective subsidiaries and affiliates,           in accordance with their respective terms.  Employee hereby agrees to indemnify, save and hold           harmless the Company Group, including each of their respective past, present and future employees,           consultants,  agents,  shareholders,  members,  officers,  managers,  and  directors,  but  excluding           Employee (collectively the “Company Indemnitees”), from and against any and all claims, causes           of action, demands, charges, judgments, losses, damages or costs (including reasonable attorneys’                                                              14 





 






DocuSign Envelope ID: 1756E781-B52D-4AFF-B1D7-E23A38CD5F45            fees)  and  other  obligations  and  liabilities  whatsoever  (collectively,  “Losses”)  which  may  arise,           directly or indirectly, as a result of, or in connection with Employee’s commission of any act or           omission involving gross  negligence,  willful  misconduct, moral  turpitude, misappropriation,           embezzlement, dishonesty, or fraud.  By way of inclusion and not limitation, “Losses” hereunder           shall be deemed to include any claims, fines, penalties, actions, proceedings or orders of state or           federal  agencies  or  contingent  liabilities.   Employee  further  agrees  to  assist  any  Company           Indemnitee with its defense of any future third party claims against any Company Indemnitee for           which  Employee’s  assistance  is  necessary  or  advisable  in  the  reasonable  discretion  of  such           Company Indemnitee’s counsel, without cost to any Company Indemnitee provided, however, that           in no event shall Employee be responsible for any portion of any Company Indemnitee’s legal fees,           except as otherwise provided in this Section 11.                  12.    Severability; Independent Covenants.  If any term or provision of this Agreement           shall be determined by a court of competent jurisdiction to be illegal, invalid or unenforceable for           any reason, the remaining provisions of this Agreement shall remain enforceable and the invalid,           illegal or unenforceable provisions shall be modified so as to be valid and enforceable and shall be           enforced  as  modified.   If,  moreover,  any  part  of  this  Agreement  is  for  any  reason  held  too           excessively broad as to time, duration, geographic scope, activity, or subject, it is the intent of the           Parties  that  this  Agreement  shall  be  judicially  modified  by  limiting  or  reducing  it  so  as  to  be           enforceable to the extent compatible with the applicable law.  The existence of any claim or cause           of action of Employee against the Company Group (or against any member, shareholder, director,           officer or employee thereof), whether arising out of the Agreement or otherwise, shall not constitute           a defense to: (i) the enforcement by the Company Group of any of the restrictive covenants set forth           in this Agreement; or (ii) the Company Group’s entitlement to any remedies hereunder.  Employee’s           obligations under this Agreement are independent of any of the Company Group’s obligations to           the Employee.                    13.    Remedies for Breach.  Employee acknowledges and agrees that it would be difficult           to measure the damages to the Company Group from any breach or threatened breach by Employee           of this Agreement, including but not limited to Sections 6, 7, 8, and 9 hereof; that injury to the           Company  Group  from  any  such  breach  would  be  irreparable;  and  that  money  damages  would           therefore be an inadequate remedy for any such breach.  Accordingly, Employee agrees that if           Employee breaches or threatens to breach any of the promises contained in this Agreement, the           Company Group shall, in addition to all other remedies it may have (including monetary remedies),           be entitled to  seek an injunction and/or equitable relief, on a temporary or permanent  basis, to           restrain any such breach or threatened breach without showing or proving any actual damage to the           Company Group. Nothing herein shall be construed as a waiver of any right the Company Group           may  have  or  hereafter  acquire  to  pursue  any  other  remedies  available  to  it  for  such  breach  or           threatened breach, including recovery of damages from Employee.  Notwithstanding any provision           of this Agreement to the contrary, Employee shall not be entitled to any post-termination payments           pursuant hereto during any period in which Employee is materially violating any of Employee’s           obligations under Sections 6, 7, 8, or 9 hereof.                    14.    Assignment;  Third-Party  Beneficiaries.   The  rights  of  the  Company  under  this           Agreement may, without the consent of Employee, be assigned by the Company to (i) any person,           firm,  corporation,  or  other  business  entity  which  at  any  time,  whether  by  purchase,  merger,  or           otherwise, directly or indirectly, acquires all or substantially all of the Company’s stock or assets,           or (ii) any affiliate or future affiliate of the Company, and such assignment by Company pursuant                                                              15 





 






DocuSign Envelope ID: 1756E781-B52D-4AFF-B1D7-E23A38CD5F45            to this Section 14 shall automatically, and without any further action required by the Parties, relieve           the assignor Company (and discharge and release the assignor Company) from all obligations and           liabilities under or related to this Agreement (all such obligations and/or automatically liabilities           assumed by the assignee Company).  This Agreement shall be binding upon and inure to the benefit           of any successor or assigns of Company.  Employee may not assign this Agreement without the           written consent of the Company.  Employee agrees that each member of the Company Group is an           express third party beneficiary of this Agreement, and this Agreement, including the restrictive           covenants and other obligations set forth in Sections 6, 7, 8, 9, 10, and 11 hereof, are for each such           member’s benefit.  Employee expressly agrees and consents to the enforcement of this Agreement,           including but not limited to the restrictive covenants and other obligations in Sections 6, 7, 8, 9, 10           and 11 hereof, by any member of the Company Group as well as by the Company Group’s future           affiliates, successors and/or assigns.                    15.    Attorneys’ Fees and Costs. In any action brought to enforce or otherwise interpret           any  provision  of  this  Agreement,  the  prevailing party  shall  be  entitled  to  recover  reasonable           attorneys’  fees  and  costs  from  the  non-prevailing  party  to  the  action  or  proceeding,  including           through settlement, judgment and/or appeal.                  16.    Governing Law; Arbitration.                          (a)   Governing Law. This Agreement shall be governed by the laws of the State            of Florida, without regard to its choice of law principles, except where the application of federal            law applies.                           (b)   Arbitration. The  Parties  agree  that  any dispute,  controversy,  or  claim            arising out of or related to this Agreement, to the maximum extent allowed by applicable law, shall            be submitted to final and binding arbitration administered by JAMS, Inc. (“JAMS”) in accordance            with the Federal Arbitration Act and the JAMS Employment Arbitration Rules and Procedures            (the “Rules”) then in effect, and conducted in Boca Raton, Florida by a single neutral arbitrator            selected  in  accordance  with  the  Rules.  The  Rules  can  be  found at  wwww.jamsadr.com/rules-           employment-arbitration/.  In  arbitration,  the  Parties  have  the  right  to  be  represented  by  legal            counsel; the arbitrator shall permit adequate discovery sufficient to allow the Parties to vindicate            their claims and may not limit the Parties’ rights to reasonable discovery; the Parties shall have the            right to subpoena witnesses to compel their attendance at hearings and to cross-examine witnesses;            and the arbitrator's decision shall be in writing and shall contain essential findings of fact and            conclusions of law on which the award is based. The arbitrator shall have the power to resolve all            disputes and award any type of legal or equitable relief, to the extent such relief is available under            applicable law. Further, in any such arbitration proceeding, the prevailing party shall be entitled to            an award of that party’s costs and attorney’s fees, unless otherwise prohibited by applicable law.            Any award by the arbitrator may be entered as a judgment in any court having jurisdiction in an            action to confirm or enforce the arbitration award. Except as necessary to confirm or enforce an            award,  the  Parties  agree  to  keep  all  arbitration  proceedings  completely  confidential.            Notwithstanding the foregoing, either Party may seek preliminary injunctive and/or other equitable            relief from a court of competent jurisdiction in support of claims to be prosecuted in arbitration.            In the event a dispute, controversy, or claim arising out of or related to this Agreement is found to            fall outside of the arbitration provision in this Section 16(b), the Parties agree to submit to the                                                                16 





 






DocuSign Envelope ID: 1756E781-B52D-4AFF-B1D7-E23A38CD5F45             exclusive jurisdiction and venue of the state and federal courts in Palm Beach County, Florida for            the resolution of such dispute, controversy, or claim.                  17.    Mutual Waiver of Jury Trial in Court Proceedings.  EACH PARTY HERETO           IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND A TRIAL           BY  JURY  FOR  ANY  CAUSE  OF  ACTION,  CLAIM,  RIGHT,  ACTION,  PROCEEDING  OR           COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT           OR THE RELATIONSHIP OF THE PARTIES.  THIS WAIVER EXTENDS TO ANY AND ALL           RIGHTS TO DEMAND A TRIAL BY JURY ARISING FROM ANY SOURCE, INCLUDING           BUT  NOT  LIMITED  TO  THE  CONSTITUTION  OF  THE  UNITED  STATES,  THE           CONSTITUTION OF ANY STATE, COMMON LAW OR ANY APPLICABLE STATUTE OR           REGULATION.   EACH  PARTY  HEREBY  ACKNOWLEDGES  THAT  IT  IS  KNOWINGLY           AND VOLUNTARILY WAIVING THE RIGHT TO DEMAND TRIAL BY JURY.                  18.    Waiver.  No waiver of any breach or other rights under this Agreement shall be           deemed a waiver unless the acknowledgment of the waiver is in writing executed by the party           committing the waiver.  No waiver shall be deemed to be a waiver of any subsequent breach or           rights.  All rights are cumulative under this Agreement.  The failure or delay of the Company at any           time or times to require performance of, or to exercise any of its powers, rights or remedies with           respect to any term or provision of this Agreement or any other aspect of Employee’s conduct or           employment  in  no  manner  (except  as  otherwise  expressly  provided  herein)  shall  affect  the           Company’s right at a later time to enforce any such term or provision.                  19.    Survival.  Employee’s post-termination obligations and the Company Group’s post-          termination rights under Sections 6 through 19 of this Agreement shall survive the termination of           this Agreement and the termination of Employee’s employment with the Company regardless of           the reason for termination; shall continue in full force and effect in accordance with their terms;           and shall continue to be binding on the Parties.                   20.    Independent  Advice.  Employee acknowledges  that  the  Company  has  provided           Employee with a reasonable opportunity to obtain independent legal advice with respect to this           Agreement, and that either: (a) Employee has had such independent legal advice prior to executing           this Agreement; or (b) Employee has willingly chosen not to obtain such advice and to execute this           Agreement without having obtained such advice.                  21.    Entire  Agreement.  This  Agreement  constitutes  the  entire  understanding  of  the           Parties relating to the subject matter hereof and supersedes all prior agreements, understandings,           arrangements, promises and commitments, whether written or oral, express or implied, relating to           the subject matter hereof, and all such prior agreements, understandings, arrangements, promises           and commitments, including but not limited to the Employment Agreement and Confidentiality           Agreement, are hereby canceled and terminated.                    22.    Amendment.  This Agreement may not be amended, supplemented or modified in           whole or in part except by an instrument in writing signed by the Party or Parties against whom           enforcement of such amendment, supplement, or modification is sought.                  23.    Notices.  Any notice, request or other document required or permitted to be given           under this Agreement shall be in writing and shall be deemed given: (a) upon delivery, if delivered                                                               17 





 






DocuSign Envelope ID: 1756E781-B52D-4AFF-B1D7-E23A38CD5F45            by hand;  (b) three (3) days after the date of deposit  in  the mail,  postage prepaid, if mailed by           certified U.S. mail; or (c) on the next business day, if sent by prepaid overnight courier service.  If           not personally delivered by hand, notice shall be sent using the addresses set forth below or to such           other address as either Party may designate by written notice to the other:                   If to the Employee:  at the Employee’s most recent address on the records of the Company.                   If to the Company, to:                   Warehouse Goods LLC                  Attention: Douglas Fischer, General Counsel                  1095 Broken Sound Parkway NW, Suite 300,                   Boca Raton, FL 33487                  dfischer@gnln.com                  24.    Code  Section  409A  Compliance.  It  is  intended  that  the  provisions  of  this           Agreement are either exempt from or comply with the terms and conditions of Section 409A of the           Code and to the extent that the requirements of Section 409A of the Code are applicable thereto, all           provisions of this Agreement shall be construed in a manner consistent with the requirements for           avoiding taxes or penalties under Section 409A of the Code.  Notwithstanding the foregoing, the           Company shall have no liability with regard to any failure to comply with Section 409A of the           Code.  If under this Agreement, an amount is to be paid in two or more installments, for purposes           of Section  409A  of  the Code each  installment  shall  be  treated  as  a  separate  payment.            Notwithstanding anything herein to the contrary or otherwise, except to the extent any expense,           reimbursement  or  in-kind  benefit  provided  pursuant  to  this Agreement does  not  constitute  a           “deferral of compensation” within the meaning of Section 409A of the Code and the regulations           and other guidance thereunder: (i) the amount of expenses eligible for reimbursement or in-kind           benefits provided to Employee during any calendar year will not affect the amount of expenses           eligible for reimbursement or in-kind benefits provided to Employee in any other calendar year; (ii)           the reimbursements for expenses for which Employee is entitled to be reimbursed shall be made on           or before the last day of the calendar  year following the calendar  year in which the applicable           expense is incurred; and (iii) the right to payment or reimbursement or in-kind benefits hereunder           may not be liquidated or exchanged for any other benefit.                  25.    Counterparts;  Electronic  Transmission;  Headings.   This  Agreement  may  be           executed in two or more counterparts, each of which shall be deemed an original, including an           electronic  copy  or  facsimile,  but  all  of  which taken  together  shall  constitute  one  and  the  same           instrument.  The headings used herein are for ease of reference only and shall not define or limit           the provisions hereof.                        [Remainder of this page intentionally left blank; signatures follow.]                                                                         18 





 






DocuSign Envelope ID: 1756E781-B52D-4AFF-B1D7-E23A38CD5F45             IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above            written.                                                               COMPANY                                                                                                      WAREHOUSE GOODS LLC                                                                                                                                                         By:                                                                                    Name:  Aaron LoCascio                                                                  Title:   CEO                                                                                                                                                                                                                                    EMPLOYEE                                                                                                                                                                                                                                                [INSERT NAME] Bill Mote                                                                                                  GREENLANE HOLDINGS, INC.                                    By:                                             Name:                                           Title:                                                                              19