michaelcellucciexecutive






DocuSign Envelope ID: 906ABB40-0299-4411-A5E1-8FA4346C24EA41663047-906A-4491-A107-87FA648B32EE                               EXECUTIVE EMPLOYMENT AGREEMENT                 THIS  EXECUTIVE   EMPLOYMENT  AGREEMENT  (this  “Agreement”),  dated  as  of          September 10/1/202028_____,  2020 (the “Effective Date”), is entered into by and between, Warehouse Goods          LLC, a Delaware limited liability company d/b/a Greenlane (the “Company”), and Michael Cellucci          (the  “Employee”). (Company  and Employee are  sometimes  individually  referred  to  herein  as  a          “Party” and collectively as the “Parties”).                 WHEREAS, the Company desires to hire the Employee as President of Sales and Marketing          North America, and the Employee is willing to accept employment by the Company, on the terms          and subject to the 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  each  subsequent  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 then current Employment Term 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 President  Sales  and  Marketing  North  America for  the  Company,  reporting  directly  to  the          Company’s  Chief  Executive  Officer (the  “CEO”),  and  shall  have  such duties,  authority,  and          responsibility consistent with being an executive officer of the Company responsible for sale and          marketing on an entire continent as shall be assigned and determined from time to time by the CEO,          including reasonable additional 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.  Except for Permitted Outside Activities (as defined          in Section Error! Reference source not found.), 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 written policies provided to the Employee          reasonably in advance 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,                                                   





 






DocuSign Envelope ID: 906ABB40-0299-4411-A5E1-8FA4346C24EA41663047-906A-4491-A107-87FA648B32EE           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 CEO and all other          approvals  required  under  the  policies  of  the  Company  Group.  Except  for  Permitted  Outside          Activities, Employee shall not, during the Employment Term, 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 within 40 miles of Boca Raton as determined          within the sole discretion of the CEO, 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.                       (e)   Permitted Outside Activities Defined. For purposes of this Agreement the term          “Permitted Outside Activities” means work in a limited capacity  for, or any interest in, the following          entities:  Fairfax  Group  LLC, Early  Game,  Inc.  (d/b/a  Phyto  Family),  Phytoterps  LLC  (d/b/a          Phytoterps),  Quality Importers Trading Company, LLC or One Hundred & 5 LLC, but only to the          extent such work or interest do not present a conflict of interest or otherwise violate the terms of this          Agreement or the Company’s written policies.                 3.    Compensation; Benefits.                        (a)   Base  Salary.  During the  Employment  Term, the  Company  shall  pay  to          Employee an annualized base salary of  two hundred and thirty thousand dollars ($230,000) (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          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                                                           2 





 






DocuSign Envelope ID: 906ABB40-0299-4411-A5E1-8FA4346C24EA41663047-906A-4491-A107-87FA648B32EE           Bonus”)  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          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 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                                                           3 





 






DocuSign Envelope ID: 906ABB40-0299-4411-A5E1-8FA4346C24EA41663047-906A-4491-A107-87FA648B32EE           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  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 Employment Term, 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 Employment Term, the          Employee  shall  be  entitled  to  reimbursement  of  all  documented  reasonable  business  expenses          incurred by the Employee in accordance with the written policies, practices and procedures of the          Company applicable to employees of the Company, as in effect from time to time and provided to          Employee reasonably in advance.                       (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 $10,0000, which shall be reimbursed to Employee promptly, but in any event 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, then Employee                                                            4 





 






DocuSign Envelope ID: 906ABB40-0299-4411-A5E1-8FA4346C24EA41663047-906A-4491-A107-87FA648B32EE           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)), 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 executive 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 the  Employment  Term 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 the Employment Term 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 the Employment Term for Cause, which shall be effective upon delivery          by the Company of written notice to Employee of such termination, 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                                                           5 





 






DocuSign Envelope ID: 906ABB40-0299-4411-A5E1-8FA4346C24EA41663047-906A-4491-A107-87FA648B32EE           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 CEO 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  Employment  Term shall  terminate  automatically  upon  the  date  of the Employee’s  death          without notice by or to either Party.  This Agreement and the Employment Term 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 and Employee, 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 Employment Term.  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          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                                                           6 





 






DocuSign Envelope ID: 906ABB40-0299-4411-A5E1-8FA4346C24EA41663047-906A-4491-A107-87FA648B32EE           prior to the fiscal year in which the date of termination of the Employment Term 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 the          Employment Term, the Company shall pay to the Employee severance equal to three (3) months of          the Base Salary in effect on the date of termination plus two (2) weeks of the Base Salary for each          full  year  of  service  for  the  Company  completed  by  Employee  as  of  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 the Employment Term (the “Release”), within twenty-         one (21) days (or, to the extent required by law, forty-five (45) days) following the date of termination          of the Employment Term, 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  (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                                                           7 





 






DocuSign Envelope ID: 906ABB40-0299-4411-A5E1-8FA4346C24EA41663047-906A-4491-A107-87FA648B32EE           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.                              (i)   Employee 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 non-public 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 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.                                     (A)                                (ii)  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.                                                           8 





 






DocuSign Envelope ID: 906ABB40-0299-4411-A5E1-8FA4346C24EA41663047-906A-4491-A107-87FA648B32EE                             (iii) Employee  agrees  that  all  Confidential  Information  shall  be the          Company  Group’s  sole  property  during  and  after the  Employment  Term.  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).                               (iv)  Other than as contemplated in Section 6(a)(v) 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)(iv) to permit a particular disclosure, Employee will furnish only that          portion of the Confidential Information which Employee is legally required to disclose.                               (v)   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, 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 and after the Employment Term, 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                                                            9 





 






DocuSign Envelope ID: 906ABB40-0299-4411-A5E1-8FA4346C24EA41663047-906A-4491-A107-87FA648B32EE           unauthorized  person  about  which  Employee  becomes  aware.   The  restrictions  contained  in  this          Section 6(b) also apply to Confidential Information developed by Employee during the Employment          Term, 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          Employment Term, Employee may 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 the          Employment Term, 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 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 the  Employment  Term.  Employee  further  agrees  that  after  termination  of the          Employment Term, 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 the Employment Term, 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 the Employment Term and for a period of twenty-         four (24) months from the date of termination of the Employment Term for any reason other than by          Employee  for  Good  Cause (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                                                          10 





 






DocuSign Envelope ID: 906ABB40-0299-4411-A5E1-8FA4346C24EA41663047-906A-4491-A107-87FA648B32EE           Agreement,  the  “Restricted  Area”  means each country, state,  province,  county,  or  city  in  which          Company Group (i) conducts business as of the date of termination of the Employment Term or (ii)          conducted business within the one-year period prior to the date of termination of the Employment          Term.  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  competitive with the products or services provided by the Company          Group  and  which  account  for  a  material  portion  of  the  business  of  the  Company  Group.          Notwithstanding the foregoing, neither Early Game, Inc. (d/b/a Phyto Family) nor Phytoterps LLC          (d/b/a Phytoterps) shall be considered a Restricted Business in connection with those entities’ sales          of terpenes, cannabinoids, two-way humidification, and chromatography.                        (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 client, supplier, vendor, or referral source of the Company Group for the primary          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 and          which account for a material portion of the business of 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 a client, supplier, vendor, or referral source with which the Company          Group conducted business with in the prior 12-month period.                         (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 the Employment Term.                        (d)   Exceptions.  Notwithstanding the foregoing,                              (i)   public  announcements  or  advertisements  in  print  media  of  general          circulation or in other media reaching the general public, describing Employee’s new office location,          telephone number, e-mail address or other general information, shall not be deemed to be a solicitation          in violation of either Section 7(b) or Section 7(c); and                                (ii)  the foregoing restrictions Section 7(b) or Section 7(c) do not and shall          not prohibit  Employee  from  directly  or  indirectly  hiring  any  individual  who  responds  to          announcements or advertisements in print media of general circulation or in other media reaching the          general public and is not directed specifically at employees of the Company Group or any individual          recruited by a recruitment firm that did not specifically target employees of the Employee Group.                                                            11 





 






DocuSign Envelope ID: 906ABB40-0299-4411-A5E1-8FA4346C24EA41663047-906A-4491-A107-87FA648B32EE                       (e)   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.                       (f)   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.                        (a)   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.                         (b)   The Company agrees that at all times during and after the Employment Term,          the Company will cause all representatives of the Company Group not to engage in any conduct that          is  injurious  to  the  reputation  or  interests  of Employee,  including,  but  not  limited  to,  making          disparaging  comments  (or  inducing  or  encouraging  others  to  make  disparaging  comments)  about          Employee.                       (c)   The restrictions in this Section 8 shall not apply to truthful statements made          under  oath  in  compliance  with  valid  legal  process,  including  but  not  limited  to  subpoenas,  civil          investigative demands, or similar process from a federal or state agency, but neither the Company nor          Employee shall invite or initiate any such inquiry or process.                 9.    Intellectual Property.                         (a)   Company 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,                                                          12 





 






DocuSign Envelope ID: 906ABB40-0299-4411-A5E1-8FA4346C24EA41663047-906A-4491-A107-87FA648B32EE           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 makes, works on, conceives, or reduces to practice, individually or jointly with others,          in the course of Employee’s employment for the Assigned Party 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,  “Company  Work  Products”). For  avoidance  of          doubt,  Company  Work  Products  shall  not include  any  work  products  produced  in  the  course  of          Employee  performing  Permitted  Outside  Activities,  provided  that  such  work  products  were  not          produced using resources of the Company Group.                        (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 Company Work Products,          are works that may be done under Company Group’s direction and control and have been specially          ordered or commissioned by the Company Group. To the extent the Company 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 Company 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 Company 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 Company 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 Company 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 Company  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  otherwise  exploit  by  all  means  now  known  or  later  developed  the Company  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                                                          13 





 






DocuSign Envelope ID: 906ABB40-0299-4411-A5E1-8FA4346C24EA41663047-906A-4491-A107-87FA648B32EE           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 solely and exclusively in Company          Work  Products.  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          Company 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 solely and exclusively with respect to Company Work Products 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 and after the Employment Term          (including following the termination of the Employee’s employment for any reason), Employee will          cooperate  with  all  reasonable  requests  by  the  Company  Group,  at  the  cost  and  expense  of  the          Company Group, subject to Employee’s availability following the Employment Term, for assistance          in  connection with  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,          limited liability company agreement, certificate of formation and any manager, 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’ 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                                                           14 





 






DocuSign Envelope ID: 906ABB40-0299-4411-A5E1-8FA4346C24EA41663047-906A-4491-A107-87FA648B32EE           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 may 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 may 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, and          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 (a) 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          (b) any affiliate or future affiliate of the Company, and such assignment by Company pursuant 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                                                           15 





 






DocuSign Envelope ID: 906ABB40-0299-4411-A5E1-8FA4346C24EA41663047-906A-4491-A107-87FA648B32EE           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 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.                                                           16 





 






DocuSign Envelope ID: 906ABB40-0299-4411-A5E1-8FA4346C24EA41663047-906A-4491-A107-87FA648B32EE           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 a Party 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 the other Party’s conduct (except as otherwise          expressly provided herein) shall affect such Party’s right at a later time to enforce any such term or          provision.                 19.   Survival.  The post-termination obligations and post-termination rights of the Parties          under Sections 5 through 19 of this Agreement shall survive the termination of this Agreement and          the termination of the Employment Term 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, may be sent in any commercially reasonable manner that          provides proof of delivery (or refusal to accept delivery) to the address set forth below and will be          considered  to  have  been  given  when  received,  when  delivery  is  refused  or  when  the  sender  can          otherwise  demonstrate  delivery  or  refusal  to  accept  delivery.  A  Party  may  change  such  Party’s          address by giving notice of the change to the other Party in accordance with this Section.                 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                                                           17 





 






DocuSign Envelope ID: 906ABB40-0299-4411-A5E1-8FA4346C24EA41663047-906A-4491-A107-87FA648B32EE                 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:  (a)  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; (b) 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  (c)  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: 906ABB40-0299-4411-A5E1-8FA4346C24EA41663047-906A-4491-A107-87FA648B32EE             IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above            written.                                                    COMPANY                                                    WAREHOUSE GOODS LLC                                                    By:                                                                                    Name:          Michael Cellucci                                                        Title:          President                                                                                                                                                                    EMPLOYEE                                                                       9/28/202010/1/2020                                                    MICHAEL CELLUCCI                                                               GREENLANE HOLDINGS, INC.             By:                                                                     Name:Aaron  LoCascio                                                          Title:  CEO                                                                             19