Exhibit 10.2





 





REGISTRATION
RIGHTS AGREEMENT


 


This REGISTRATION
RIGHTS AGREEMENT (this “Agreement”) is made as of [●], 2019 by and among Greenlane Holdings, LLC,
a Delaware limited liability company (the “Company”), Greenlane Holdings, Inc., a Delaware corporation
(the “Corporation”), and each Person identified on the Schedule of Investors attached hereto as of the
date hereof (such Persons, collectively, the “Original Members”).


 


RECITALS


 


WHEREAS,
the Corporation is executing and delivering this Agreement in contemplation of consummating the offer and sale of its shares of
Class A common stock, par value $0.01 per share (the “Class A Common Stock” and such shares,
the “Shares”), to the public in an underwritten initial public offering (the “IPO”);


 


WHEREAS,
the Corporation desires to use a portion of the net proceeds from the IPO to purchase Common Units (as defined below) of the Company,
and the Company desires to issue its Common Units to the Corporation in exchange for such portion of the net proceeds from the
IPO;


 


WHEREAS,
immediately prior to the consummation of the issuance of Common Units by the Company to the Corporation, the Original Members
are the sole members of the Company;


 


WHEREAS,
immediately prior to or simultaneous with the purchase by the Corporation of the Common Units, the Corporation, the Company and
the Original Members will enter into that certain Third Amended and Restated Operating Agreement of the Company (such agreement,
as it may be amended, restated, amended and restated, supplemented or otherwise modified form time to time, the “Operating
Agreement”);


 


WHEREAS,
in connection with the closing of the IPO, (i) the Corporation will become the sole manager of the Company, (ii) each Person
identified on the Schedule of Investors attached hereto as a “Member” (such Persons, collectively, the “Members”)
will become a non-managing member of the Company but, except as otherwise disclosed in the prospectus relating to the
IPO, will otherwise retain their Common Units in the Company, and (iii) in consideration of the Corporation acquiring the
Common Units and becoming the manager of the Company, among other things, the Company will provide the Members with a redemption
right pursuant to which the Members may be able to require redemption of their Common Units and the Corporation may, at the Corporation’s
option, redeem or exchange the Member’s Common Units for Class A Common Stock or for cash on the terms set forth in
the Operating Agreement;


 


NOW, THEREFORE,
in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:


 


Section 1. Definitions.
For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1:


 


“Acquired
Common” has the meaning set forth in Section 8.


 


“Additional
Investor” has the meaning set forth in Section 8, and shall be deemed to include each such Person’s
Affiliates, immediate family members, heirs, successors and assigns who may succeed to such Person as a Holder hereunder.


 






     


     


    




 


“Affiliate”
of any Person means any other Person controlled by, controlling or under common control with such Person; provided that
the Corporation and its Subsidiaries shall not be deemed to be Affiliates of any Holder. As used in this definition, “control”
(including, with its correlative meanings, “controlling,” “controlled by” and “under common control
with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies
(whether through ownership of securities, by contract or otherwise).


 


“Agreement”
has the meaning set forth in the recitals of this Agreement.


 


“Automatic
Shelf Registration Statement” has the meaning set forth in Section 2(a).


 


“Business
Day” means any day of the year on which national banking institutions in New York are open to the public for conducting
business and are not required or authorized to close.


 


“Capital
Stock” means (i) with respect to any Person that is a corporation, any and all shares, interests or equivalents
in capital stock of such corporation (whether voting or nonvoting and whether common or preferred), (ii) with respect to any Person
that is not a corporation, individual or governmental entity, any and all partnership, membership, limited liability company or
other equity interests of such Person that confer on the holder thereof the right to receive a share of the profits and losses
of, or the distribution of assets of the issuing Person, and (iii) any and all warrants, rights (including conversion and
exchange rights) and options to purchase any security described in the clause (i) or (ii) above.


 


“Class A
Common Stock” has the meaning set forth in the recitals of this Agreement.


 


“Class B
Common Stock” means the Corporation’s Class B common stock, par value $0.0001 per share.


 


“Class C
Common Stock” means the Corporation’s Class C common stock, par value $0.0001 per share.


 


“Common
Units” means the “Common Units” of the Company as defined in the Operating Agreement.


 


“Company”
has the meaning set forth in the recitals of this Agreement.


 


“Controlling
Holder” means each of Jacoby & Co., Inc. and Adam Schoenfeld, in each case so long as such Holder continues
to hold Registrable Securities.


 


“Corporation”
has the meaning set forth in the recitals of this Agreement.


 


“Demand
Registrations” has the meaning set forth in Section 2(a).


 


“End
of Suspension Notice” has the meaning set forth in Section 2(f)(ii).


 


“Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time, or any successor federal law
then in force, together with all rules and regulations promulgated thereunder.


 


“FINRA”
means the Financial Industry Regulatory Authority.


 






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“Writing
Prospectus” means a free-writing prospectus, as defined in Rule 405.


 


“Holder”
means any Person who is the registered holder of Registrable Securities.


 


“Holder Indemnified
Parties” has the meaning set forth in Section 6(a).


 


“IPO”
has the meaning set forth in the recitals of this Agreement.


 


“Joinder”
has the meaning set forth in Section 8.


 


“Long-Form
Registrations” has the meaning set forth in Section 2(a).


 


“Members”
has the meaning set forth in the recitals, and shall be deemed to include their respective Affiliates, immediate family members,
heirs, successors and assigns who may succeed to such Person as a Holder hereunder.


 


“MNPI”
means material non-public information within the meaning of Regulation FD promulgated under the Exchange Act.


 


“Operating
Agreement” has the meaning set forth in the recitals of this Agreement.


 


“Original
Members” has the meaning set forth in the preamble, and shall be deemed to include their respective Affiliates,
immediate family members, heirs, successors and assigns who may succeed to such Person as a Holder hereunder.


 


“Person”
means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust,
a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.


 


“Piggyback
Registrations” has the meaning set forth in Section 3(a).


 


“Public
Offering” means any sale or distribution to the public of Capital Stock of the Corporation pursuant to an offering
registered under the Securities Act, whether by the Corporation, by Holders and/or by any other holders of the Corporation’s
Capital Stock.


 


“Registrable
Securities” means (i) any Class A Common Stock issued by the Corporation in a Share Settlement in connection
with (x) the redemption by the Company of Common Units owned by any Member or (y) at the election of the Corporation,
in a direct exchange for Common Units owned by any Member, in each case in accordance with the terms of the Operating Agreement,
(ii) any common Capital Stock of the Corporation or of any Subsidiary of the Corporation issued or issuable with respect
to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities,
or any recapitalization, merger, consolidation or other reorganization, and (iii) any other Shares owned by Persons that
are the registered holders of securities described in clauses (i) or (ii) above. As to any particular
Registrable Securities owned by any Person, such securities shall cease to be Registrable Securities on the date such securities
have been (a) sold or distributed pursuant to a Public Offering, (b) sold in compliance with Rule 144 following the
consummation of the IPO or (c) repurchased by the Corporation or a Subsidiary of the Corporation or otherwise have ceased
to be outstanding. For purposes of this Agreement, a Person shall be deemed to be a Holder, and the Registrable Securities shall
be deemed to be in existence, whenever such Person has the right to acquire, directly or indirectly, such Registrable Securities
(upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations
upon the exercise of such right), whether or not such acquisition has actually been effected, and such Person shall be entitled
to exercise the rights of a holder of Registrable Securities hereunder; provided a holder of Registrable Securities
may only request that Registrable Securities in the form of Capital Stock of the Corporation that is registered or to be registered
as a class under Section 12 of the Exchange Act be registered pursuant to this Agreement. For the avoidance of doubt, (x)
while Common Units may constitute Registrable Securities, under no circumstances shall the Corporation be obligated to register
Common Units and only Shares issuable upon redemption or exchange of such Common Units will be registered and (y) under no circumstances
shall the Corporation be required to register any shares of Class B Common Stock or Class C Common Stock. Notwithstanding the
foregoing, any Registrable Securities held by any Person that may be sold under Rule 144(b)(1)(i) without limitation under any
other of the requirements of Rule 144 shall not be deemed to be Registrable Securities upon notice from the Corporation to such
Person and the Corporation shall, at such Person’s request, remove the legend provided for in Section 11.


 






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“Registration
Expenses” has the meaning set forth in Section 5(a).


 


“Rule
144,” “Rule 158,” “Rule 405” and “Rule 415”
mean, in each case, such rule promulgated under the Securities Act (or any successor provision) by the Securities and Exchange
Commission, as the same shall be amended from time to time, or any successor rule then in force.


 


“Schedule
of Investors” means the schedule attached to this Agreement entitled “Schedule of Investors”, which
shall reflect each Holder from time to time party to this Agreement.


 


“Securities
Act” means the U.S. Securities Act of 1933, as amended from time to time, or any successor federal law then in force,
together with all rules and regulations promulgated thereunder.


 


“Share
Settlement” means “Share Settlement” as defined in the Operating Agreement.


 


“Shares”
has the meaning set forth in the recitals of this Agreement.


 


“Shelf
Offering” has the meaning set forth in Section 2(d)(ii).


 


“Shelf
Offering Notice” has the meaning set forth in Section 2(d)(ii).


 


“Shelf
Offering Request” has the meaning set forth in Section 2(d)(ii).


 


“Shelf
Registrable Securities” has the meaning set forth in Section 2(d)(ii).


 


“Shelf
Registration” has the meaning set forth in Section 2(a).


 


“Shelf
Registration Statement” has the meaning set forth in Section 2(d)(i).


 


“Short-Form
Registrations” has the meaning set forth in Section 2(a).


 


“Subsidiary”
means, with respect to the Corporation, any corporation, limited liability company, partnership, association or other business
entity of which (i) if a corporation, a majority of the total voting power of Capital Stock of such Person entitled (without
regard to the occurrence of any contingency) to vote in the election of directors is at the time owned or controlled, directly
or indirectly, by the Corporation, or (ii) if a limited liability company, partnership, association or other business entity,
either (x) a majority of the Capital Stock of such Person entitled (without regard to the occurrence of any contingency)
to vote in the election of managers, general partners or other oversight board vested with the authority to direct management
of such Person is at the time owned or controlled, directly or indirectly, by the Corporation or (y) the Corporation or one
of its Subsidiaries is the sole manager or general partner of such Person.


 






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“Suspension
Event” has the meaning set forth in Section 2(f)(ii).


 


“Suspension
Notice” has the meaning set forth in Section 2(f)(ii).


 


“Suspension
Period” has the meaning set forth in Section 2(f)(i).


 


“Underwritten
Takedown” has the meaning set forth in Section 2(d)(ii).


 


“Violation”
has the meaning set forth in Section 6(a).


 


“WKSI”
means a “well-known seasoned issuer” as defined under Rule 405.


 


Section 2. Demand
Registrations.


 


(a) Requests
for Registration. Subject to the terms and conditions of this Agreement, at any time from and after 180 days following the
IPO, Controlling Holders holding at least a majority of the Registrable Securities held by all Controlling Holders may request
registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar
long-form registration (“Long-Form Registrations”), and Controlling Holders holding at least a majority
of the Registrable Securities held by all Controlling Holders may request registration under the Securities Act of all or any
portion of their Registrable Securities on Form S-3 or any similar short-form registration (“Short-Form
Registrations”) if available; provided that the Corporation shall not be obligated to file any
registration statement related to any Long Form Registration or Short Form Registration under this Section 2(a) unless
the Long Form Registration or Short Form Registration is reasonably expected to register at least $10.0 million in Registrable
Securities held by the Controlling Holders making the request. All registrations requested pursuant to this Section 2(a) are
referred to herein as “Demand Registrations.” The Controlling Holders making a Demand Registration may
request that the registration be made pursuant to Rule 415 under the Securities Act (a “Shelf Registration”)
and, if the Corporation is a WKSI at the time any request for a Demand Registration is submitted to the Corporation, that such
Shelf Registration be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic
Shelf Registration Statement”). Following the request for the Demand Registration, the Corporation shall give written
notice of the Demand Registration to all other Holders and, subject to the terms of Section 2(e), shall include
in such Demand Registration (and in all related registrations and qualifications under state blue sky laws and in any related
underwriting) all Registrable Securities with respect to which the Corporation has received written requests for inclusion therein
within fifteen (15) days after the receipt of the Corporation’s notice; provided that the Corporation
shall provide notice of the Demand Registration to all other Holders no later than five (5) days prior to the non-confidential filing
of the registration statement with respect to the Demand Registration. Each Holder agrees that (1) such notice constitutes
MNPI and that it will not engage in any transaction in any securities of the Corporation or until such notice and the information
contained therein ceases to constitute MNPI and (2) such Holder shall treat as confidential the receipt of the notice of
Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the
prior written consent of the Corporation until such time as the information contained therein is or becomes available to the public
generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. Notwithstanding the foregoing,
the Corporation shall not be required to take any action that would otherwise be required under this Section 2 if
such action would violate any lock-up or hold-back provision contained in the underwriting agreement entered into in
connection with any underwritten Public Offering.


 






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(b) Long-Form
Registrations. The Controlling Holders shall be entitled to request up to three (3) Long-Form Registrations in which
the Corporation shall pay all Registration Expenses, regardless of whether any registration statement is filed or any such Demand
Registration is consummated. All Long-Form Registrations shall be underwritten registrations unless otherwise approved by Controlling
Holders holding at least a majority of the Registrable Securities held by all Controlling Holders making the Demand Registration.


 


(c) Short-Form
Registrations. In addition to the Long-Form Registrations described in Section 2(b), the Controlling Holders
shall be entitled to request an unlimited number of Short-Form Registrations in which the Corporation shall pay all Registration
Expenses, regardless of whether any registration statement is filed or any such Demand Registration is consummated. Demand Registrations
shall be Short-Form Registrations whenever the Corporation is permitted to use any applicable short form and if the managing underwriters
(if any) agree to the use of a Short-Form Registration. After the Corporation has become subject to the reporting requirements
of the Exchange Act, the Corporation shall use its reasonable efforts to make Short-Form Registrations available for the sale
of Registrable Securities.


 


(d) Shelf
Registrations.


 


(i) Subject
to the availability of required financial information, as promptly as practicable after the Corporation receives written notice
of a request for a Shelf Registration, the Corporation shall file with the Securities and Exchange Commission a registration statement
under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Corporation
shall use its reasonable efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as
soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Corporation shall cause
such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the
Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial
effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf
Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are
no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality
of the foregoing, the Corporation shall use its reasonable efforts to prepare a Shelf Registration Statement with respect to all
of the Registrable Securities owned by or issuable to the Original Members in accordance with the terms of the Operating Agreement
(or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities
owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the
Securities and Exchange Commission as soon as practicable after the Corporation becomes eligible to file a Shelf Registration
Statement for a Short-Form Registration; provided that any of the Original Members may, with respect to itself, instruct the Corporation
in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder.
In order for any of the Original Members to be named as a selling securityholder in such Shelf Registration Statement, the Corporation
may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration
Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act,
as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(d)(ii),
any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such
Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other
Holder if such resale does not require a supplement to the Shelf Registration Statement.


 






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(ii) In the
event that a Shelf Registration Statement is effective, Holders holding Registrable Securities with an aggregate market value
of at least $10.0 million shall have the right at any time or from time to time to elect to sell pursuant to an offering
(including an underwritten offering (an “Underwritten Takedown”)) Registrable Securities available for
sale pursuant to such registration statement (“Shelf Registrable Securities”), so long as the Shelf
Registration Statement remains in effect, and the Corporation shall pay all Registration Expenses in connection therewith; provided that
Controlling Holders shall have the right at any time and from time to time to elect to sell pursuant to an offering (including
an Underwritten Takedown) pursuant to a Shelf Offering Request (as defined below) made by such Controlling Holders so long as
the amount of Registrable Securities requested to be included in such Shelf Offering Request (including any Registrable Securities
included pursuant to the third succeeding sentence) by such Controlling Holders is reasonably expected to result in aggregate
gross proceeds to such Controlling Holders in excess of $5.0 million. The applicable Holders shall make such election by
delivering to the Corporation a written request (a “Shelf Offering Request”) for such offering specifying
the number of Shelf Registrable Securities that such Holders desire to sell pursuant to such offering (the “Shelf
Offering”). As promptly as practicable, but no later than two Business Days after receipt of a Shelf Offering Request,
the Corporation shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Request
to all other holders of Shelf Registrable Securities. The Corporation shall, subject to Sections 2(e) and 7 hereof,
include in such Shelf Offering the Shelf Registrable Securities of any other Holder that shall have made a written request to
the Corporation for inclusion in such Shelf Offering (which request shall specify the maximum number of Shelf Registrable Securities
intended to be sold by such Holder) within seven (7) days after the receipt of the Shelf Offering Notice. The Corporation
shall, as expeditiously as possible (and in any event within twenty (20) days after the receipt of a Shelf Offering Request,
unless a longer period is agreed to by the Holders representing a majority of the Registrable Securities that made the Shelf Offering
Request), use its reasonable efforts to facilitate such Shelf Offering. Each Holder agrees that (1) such notice constitutes
MNPI and that it will not engage in any transaction in any securities of the Corporation until such notice and the information
contained therein ceases to constitute MNPI and (2) such Holder shall treat as confidential the receipt of the Shelf Offering
Notice and shall not disclose or use the information contained in such Shelf Offering Notice without the prior written consent
of the Corporation until such time as the information contained therein is or becomes available to the public generally, other
than as a result of disclosure by the Holder in breach of the terms of this Agreement.


 


(iii) Notwithstanding
the foregoing, if Controlling Holders holding Registrable Securities with an aggregate market value of at least $5.0 million
wish to engage in an underwritten block trade off of a Shelf Registration Statement (either through filing an Automatic Shelf
Registration Statement or through a take-down from an existing Shelf Registration Statement), then notwithstanding the foregoing
time periods, such Holders only need to notify the Corporation of the block trade Shelf Offering two (2) Business Days prior
to the day such offering is to commence (unless a longer period is agreed to by Holders representing a majority of the Registrable
Securities wishing to engage in the underwritten block trade) and the Corporation shall promptly notify other Holders and such
other Holders must elect whether or not to participate by the next Business Day (i.e., one (1) Business Day prior
to the day such offering is to commence) (unless a longer period is agreed to by Holders representing a majority of the Registrable
Securities wishing to engage in the underwritten block trade) and the Corporation shall as expeditiously as possible use its reasonable
efforts to facilitate such offering (which may close as early as three (3) Business Days after the date it commences); provided that
Holders representing a majority of the Registrable Securities wishing to engage in the underwritten block trade shall use commercially
reasonable efforts to work with the Corporation and the underwriters prior to making such request in order to facilitate preparation
of the registration statement, prospectus and other offering documentation related to the underwritten block trade.


 






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(iv) The
Corporation shall, at the request of Holders representing a majority of the Registrable Securities covered by a Shelf Registration
Statement, file any prospectus supplement or, if the applicable Shelf Registration Statement is an Automatic Shelf Registration
Statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language
deemed necessary or advisable by such Holders to effect such Shelf Offering.


 


(e) Priority
on Demand Registrations and Shelf Offerings. The Corporation shall not include in any Demand Registration or Shelf Offering
any securities that are not Registrable Securities without the prior written consent of Holders representing a majority of the
Registrable Securities included in such registration or offering. If a Demand Registration or a Shelf Offering is an underwritten
offering and the managing underwriters advise the Corporation in writing that in their opinion the number of Registrable Securities
and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities
and other securities, if any, that can be sold therein without adversely affecting the marketability, proposed offering price,
timing or method of distribution of the offering, the Corporation shall include in such registration or offering, as applicable,
prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested by
Holders to be included that, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among
the respective Holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder
of Registrable Securities shall have requested to be included therein. Alternatively, if the number of Registrable Securities
which can be included on a Shelf Registration Statement is otherwise limited by Instruction I.B.6 to Form S-3 (or any
successor provision thereto), the Corporation shall include in such registration or offering prior to the inclusion of any securities
which are not Registrable Securities the number of Registrable Securities requested to be included which can be included on such
Shelf Registration Statement in accordance with the requirements of Form S-3, pro rata among the respective Holders
thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities
shall have requested to be included therein.


 


(f) Restrictions
on Demand Registration and Shelf Offerings.


 


(i) The Corporation
shall not be obligated to effect any Demand Registration within 90 days after the effective date of a previous Demand Registration
or a previous registration in which Registrable Securities were included pursuant to Section 3. The Corporation
may postpone, for up to 60 days from the date of the request, the filing or the effectiveness of a registration statement for
a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days from
the date of the Suspension Notice (as defined below) and therefore suspend sales of the Shelf Registrable Securities (such period,
the “Suspension Period”) by providing written notice to the Holders if (A) the Corporation’s
board of directors determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably
be expected to have a material adverse effect on any proposal or plan by the Corporation or any Subsidiary to engage in any material
acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer,
recapitalization, reorganization or other transaction involving the Corporation or any Subsidiary, (B) upon advice of counsel,
the sale of Registrable Securities pursuant to the registration statement would require disclosure of MNPI not otherwise required
to be disclosed under applicable law, and (C) either (x) the Corporation has a bona fide business purpose for preserving
the confidentiality of such transaction or (y) disclosure of such MNPI would have a material adverse effect on the Corporation
or the Corporation’s ability to consummate such transaction; provided that in such event, the Holders shall be
entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and the Corporation shall pay all Registration
Expenses in connection with such Demand Registration or Shelf Offering. The Corporation may delay a Demand Registration hereunder
only once in any twelve-month period, except with the consent of the Controlling Holders holding at least a majority of the Registrable
Securities held by all Controlling Holders. The Corporation also may extend the Suspension Period with the consent of the Controlling
Holders holding at least a majority of the Registrable Securities held by all Controlling Holders, which consent shall not be
unreasonably withheld.


 






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(ii) In the
case of an event that causes the Corporation to suspend the use of a Shelf Registration Statement as set forth in paragraph (f)(i)
above or pursuant to applicable subsections of Section 4(a)(vi) (a “Suspension Event”),
the Corporation shall give a notice to the Holders of Registrable Securities registered pursuant to such Shelf Registration Statement
(a “Suspension Notice”) to suspend sales of the Registrable Securities and such notice shall state generally
the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing.
If the basis of such suspension is nondisclosure of MNPI, the Corporation shall not be required to disclose the subject matter
of such MNPI to Holders. A Holder shall not affect any sales of the Registrable Securities pursuant to such Shelf Registration
Statement (or such filings) at any time after it has received a Suspension Notice from the Corporation and prior to receipt of
an End of Suspension Notice (as defined below). Each Holder agrees that (1) such notice constitutes MNPI and that it will
not engage in any transaction in any securities of the Corporation until such notice and the information contained therein ceases
to constitute MNPI and (2) such Holder shall treat as confidential the receipt of the Suspension Notice and shall not disclose
or use the information contained in such Suspension Notice without the prior written consent of the Corporation until such time
as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by
the Holder in breach of the terms of this Agreement. Holders may recommence effecting sales of the Registrable Securities pursuant
to the Shelf Registration Statement (or such filings) following further written notice to such effect (an “End of
Suspension Notice”) from the Corporation, which End of Suspension Notice shall be given by the Corporation to the
Holders and their counsel, if any, promptly following the conclusion of any Suspension Event.


 


(iii) Notwithstanding
any provision herein to the contrary, if the Corporation gives a Suspension Notice with respect to any Shelf Registration Statement
pursuant to this Section 2(f), the Corporation agrees that it shall (A) extend the period of time during
which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during
the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders
of the End of Suspension Notice, and (B) provide copies of any supplemented or amended prospectus necessary to resume sales,
with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that
there are no longer Registrable Securities covered by such Shelf Registration Statement.


 


(g) Selection
of Underwriters. Holders representing a majority of the Registrable Securities included in any Demand Registration shall have
the right to select the investment banker(s) and manager(s) to administer the offering (including assignment of titles), subject
to the Corporation’s approval, which is not to be unreasonably withheld, conditioned or delayed. If any Shelf Offering is
an Underwritten Takedown, the Holders representing a majority of the Registrable Securities participating in such Underwritten
Takedown shall have the right to select the investment banker(s) and manager(s) to administer the offering relating to such Shelf
Offering (including assignment of titles), subject to the Corporation’s approval not be unreasonably withheld, conditioned
or delayed.


 


(h) Other
Registration Rights. The Corporation represents and warrants that it is not a party to, or otherwise subject to, any other
agreement granting registration rights to any other Person with respect to any securities of the Corporation. Except as provided
in this Agreement, the Corporation shall not grant to any Persons the right to request the Corporation or any Subsidiary to register
any Capital Stock of the Corporation or of any Subsidiary, or any securities convertible or exchangeable into or exercisable for
such securities, without the prior written consent of the Controlling Holders holding at least a majority of the Registrable Securities
held by all Controlling Holders.


 






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Section 3.Piggyback
Registrations.


 


(a) Right
to Piggyback. Following the IPO, whenever the Corporation proposes to register any of its securities under the Securities
Act (other than (i) pursuant to a Demand Registration, (ii) in connection with registrations on Form S-4 or S-8 promulgated
by the Securities and Exchange Commission or any successor or similar forms or (iii) a registration on any form that does
not include substantially the same information as would be required to be included in a registration statement covering the sale
of Registrable Securities) and the registration form to be used may be used for the registration of Registrable Securities (a
“Piggyback Registration”), the Corporation shall give prompt written notice to all Holders of its intention
to effect such Piggyback Registration and, subject to the terms of Section 3(c) and Section 3(d), shall
include in such Piggyback Registration (and in all related registrations or qualifications under blue sky laws and in any related
underwriting) all Registrable Securities with respect to which the Corporation has received written requests for inclusion therein
within twenty (20) days after delivery of the Corporation’s notice (provided that if such Piggyback Registration is
to be effected pursuant to a “bought deal agreement” (within the meaning of National Instrument 44-101 - Short
Form Prospectus Distributions of the Canadian Securities Administrators), the Corporation shall have promptly upon the initial
communication relating to a proposed “bought deal agreement” with a prospective underwriter notified the Holders of
the substance of such communication and shall consistently update the Holders on all material developments with respect thereto,
and the Holder shall respond consistent with the time periods typical for transactions of that nature).


 


(b) Piggyback
Expenses. The Registration Expenses of the Holders shall be paid by the Corporation in all Piggyback Registrations, whether
or not any such registration became effective.


 


(c) Priority
on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Corporation,
and the managing underwriters advise the Corporation in writing that in their opinion the number of securities requested to be
included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability,
proposed offering price, timing or method of distribution of the offering, the Corporation shall include in such registration
(i) first, the securities the Corporation proposes to sell, (ii) second, the Registrable Securities requested to be
included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata
among the Holders on the basis of the number of Registrable Securities owned by each such Holder that such Holder of Registrable
Securities shall have requested to be included therein, and (iii) third, other securities requested to be included in such
registration which, in the opinion of the underwriters, can be sold without any such adverse effect.


 


(d) Priority
on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of
the Corporation’s securities (other than the Holders), and the managing underwriters advise the Corporation in writing that
in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in
such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the
offering, the Corporation shall include in such registration (i) first, the securities requested to be included therein by
the initial holders requesting such registration which, in the opinion of the underwriters, can be sold without any such adverse
effect, (ii) second, the Registrable Securities of Holders requested to be included in such registration which, in the opinion
of the underwriters, can be sold without any such adverse effect, pro rata among the such Holders on the basis of the number of
Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included
therein and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters,
can be sold without any such adverse effect.


 






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(e) Selection
of Underwriters. If any Piggyback Registration is an underwritten offering, the selection of investment banker(s) and manager(s)
for the offering shall be at the election of the Corporation (in the case of a primary registration) or at the election of the
holders of other Corporation securities requesting such registration (in the case of a secondary registration); provided that
Holders representing a majority of the Registrable Securities included in such Piggyback Registration may request that one or
more investment banker(s) or manager(s) be included in such offering (such request not to be binding on the Corporation or such
other initiating holders of Corporation securities).











 


(f) Right
to Terminate Registration. The Corporation shall have the right to terminate or withdraw any registration initiated by it
under this Section 3 whether or not any Holder has elected to include securities in such registration. The
Registration Expenses of such withdrawn registration shall be borne by the Corporation in accordance with Section 5.


 


Section 4.Registration
Procedures.


 


(a) Whenever
the Holders have requested that any Registrable Securities be registered pursuant to this Agreement or have initiated a Shelf
Offering, (i) such Holders shall, if applicable, cause such Registrable Securities to be exchanged into shares of Class A
Common Stock in accordance with the terms of the Operating Agreement prior to sale of such Registrable Securities, and (ii) the
Corporation shall use its reasonable efforts to effect the registration and the sale of such Registrable Securities in accordance
with the intended method of disposition thereof, and pursuant thereto the Corporation shall as expeditiously as possible:


 


(i) in accordance
with the Securities Act and all applicable rules and regulations promulgated thereunder, prepare and file with the Securities
and Exchange Commission a registration statement, and all amendments and supplements thereto and related prospectuses, with respect
to such Registrable Securities and use its reasonable efforts to cause such registration statement to become effective (provided
that before filing a registration statement or prospectus or any amendments or supplements thereto, the Corporation shall furnish
to the counsel selected by the Holders representing a majority of the Registrable Securities covered by such registration statement
copies of all such documents proposed to be filed, which documents shall be subject to the review and comment of such counsel);


 


(ii) notify
each holder of Registrable Securities of (A) the issuance by the Securities and Exchange Commission of any stop order suspending
the effectiveness of any registration statement or the initiation of any proceedings for that purpose, (B) the receipt by
the Corporation or its counsel of any notification with respect to the suspension of the qualification of the Registrable Securities
for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (C) the effectiveness
of each registration statement filed hereunder;








 


(iii) prepare
and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to keep such registration statement effective for a period ending when all of
the securities covered by such registration statement have been disposed of in accordance with the intended methods of distribution
by the sellers thereof set forth in such registration statement (but in any event not before the expiration of any longer period
required under the Securities Act or, if such registration statement relates to an underwritten Public Offering, such longer period
as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sale of Registrable
Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of
all securities covered by such registration statement during such period in accordance with the intended methods of disposition
by the sellers thereof set forth in such registration statement;


 






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(iv) furnish
to each seller of Registrable Securities thereunder such number of copies of such registration statement, each amendment and supplement
thereto, the prospectus included in such registration statement (including each preliminary prospectus), each Free Writing Prospectus
and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities
owned by such seller;


 


(v) use its
reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions
as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable
such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that
the Corporation shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise
be required to qualify but for this subparagraph, (B) consent to general service of process in any such jurisdiction or (C) subject
itself to taxation in any such jurisdiction);


 


(vi) notify
each seller of such Registrable Securities (A) promptly after it receives notice thereof, of the date and time when such
registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus
relating to a registration statement has been filed and when any registration or qualification has become effective under a state
securities or blue sky law or any exemption thereunder has been obtained, (B) promptly after receipt thereof, of any request
by the Securities and Exchange Commission for the amendment or supplementing of such registration statement or prospectus or for
additional information and (C) at any time when a prospectus relating thereto is required to be delivered under the Securities
Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue
statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, subject to Section 2(f),
at the request of any such seller, the Corporation shall prepare a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material
fact or omit to state any fact necessary to make the statements therein not misleading;


 


(vii) use
reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities
issued by the Corporation are then listed and, if not so listed, to be listed on a securities exchange and, without limiting the
generality of the foregoing, to arrange for at least two market markers to register as such with respect to such Registrable Securities
with FINRA;


 


(viii) use
reasonable efforts to provide a transfer agent and registrar for all such Registrable Securities not later than the effective
date of such registration statement;


 


(ix) enter
into and perform such customary agreements (including underwriting agreements in customary form) and take all such other actions
as the Holders representing a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request
in order to expedite or facilitate the disposition of such Registrable Securities (including effecting a stock split, combination
of shares, recapitalization or reorganization);


 


(x) make
available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to
such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial
and other records, pertinent corporate and business documents and properties of the Corporation as shall be necessary to enable
them to exercise their due diligence responsibility, and cause the Corporation’s officers, directors, employees, agents,
representatives and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney,
accountant or agent in connection with such registration statement;


 






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(xi) take
all reasonable actions to ensure that any Free-Writing Prospectus utilized in connection with any Demand Registration or Piggyback
Registration hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act
to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken
together with the related prospectus, shall not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;


 


(xii) otherwise
use its reasonable efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and
make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least
twelve months beginning with the first day of the Corporation’s first full calendar quarter after the effective date of
the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act
and Rule 158;


 


(xiii) to
the extent that a Holder, in its sole and exclusive judgment, might be deemed to be an underwriter of any Registrable Securities
or a controlling person of the Corporation, permit such Holder to participate in the preparation of such registration or comparable
statement and allow such Holder to provide language for insertion therein, in form and substance satisfactory to the Corporation,
which in the reasonable judgment of such Holder and its counsel should be included;


 


(xiv) in
the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the issuance of any order
suspending or preventing the use of any related prospectus or suspending the qualification of any Class A Common Stock included
in such registration statement for sale in any jurisdiction use reasonable efforts promptly to obtain the withdrawal of such order;


 


(xv) use
its reasonable efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved
by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition
of such Registrable Securities;


 


(xvi) cooperate
with the Holders of Registrable Securities covered by the registration statement and the managing underwriter or agent, if any,
to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities
to be sold under the registration statement and enable such securities to be in such denominations and registered in such names
as the managing underwriter, or agent, if any, or such Holders may request;


 


(xvii) cooperate
with each Holder of Registrable Securities covered by the registration statement and each underwriter or agent participating in
the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made
with FINRA;


 


(xviii) use
its reasonable efforts to make available the executive officers of the Corporation to participate with the Holders of Registrable
Securities covered by the registration statement and any underwriters in any “road shows” or other selling efforts
that may be reasonably requested by the Holders in connection with the methods of distribution for the Registrable Securities;


 






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(xix) in
the case of any underwritten Public Offering, use its reasonable efforts to obtain one or more comfort letters from the Corporation’s
independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters
as the Holders representing a majority of the Registrable Securities being sold reasonably request;


 


(xx) in the
case of any underwritten Public Offering, use its reasonable efforts to provide a legal opinion of the Corporation’s outside
counsel, dated the closing date of the Public Offering, in customary form and covering such matters of the type customarily covered
by legal opinions of such nature, which opinion shall be addressed to the underwriters and the Holders of such Registrable Securities
being sold;


 


(xxi) if
the Corporation files an Automatic Shelf Registration Statement covering any Registrable Securities, use its reasonable efforts
to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during
which such Automatic Shelf Registration Statement is required to remain effective;


 


(xxii) if
the Corporation does not pay the filing fee covering the Registrable Securities at the time an Automatic Shelf Registration Statement
is filed, pay such fee at such time or times as the Registrable Securities are to be sold; and


 


(xxiii) if
the Automatic Shelf Registration Statement has been outstanding for at least three (3) years, at the end of the third year,
file a new Automatic Shelf Registration Statement covering the Registrable Securities, and, if at any time when the Corporation
is required to re-evaluate its WKSI status the Corporation determines that it is not a WKSI, use its reasonable efforts
to refile the Shelf Registration Statement on Form S-3 and, if such form is not available, Form S-1 and keep
such registration statement effective during the period during which such registration statement is required to be kept effective.


 


(b) Any officer
of the Corporation who is a Holder agrees that if and for so long as he or she is employed by the Corporation or any Subsidiary
thereof, he or she shall participate fully in the sale process in a manner customary and reasonable for persons in like positions
and consistent with his or her other duties with the Corporation and in accordance with applicable law, including the preparation
of the registration statement and the preparation and presentation of any road shows.


 


(c) The Corporation
may require each Holder requesting, or electing to participate in, any registration to furnish the Corporation such information
regarding such Holder and the distribution of such Registrable Securities as the Corporation may from time to time reasonably
request in writing.


 


(d) If the
Original Members or any of their respective Affiliates seek to effectuate an in-kind distribution of all or part of
their respective Registrable Securities to their respective direct or indirect equityholders, the Corporation shall, subject to
any applicable lock-ups, work with the foregoing persons to facilitate such in-kind distribution in the manner
reasonably requested.


 






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Section 5.Registration
Expenses.


 


(a) The
Corporation’s Obligation. All expenses incident to the Corporation’s performance of or compliance with this Agreement
(including all registration, qualification and filing fees, fees and expenses of compliance with securities or blue sky laws,
printing expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel
for the Corporation and all independent certified public accountants, underwriters (excluding underwriting discounts and commissions)
and other Persons retained by the Corporation) (all such expenses being herein called “Registration Expenses”),
shall be borne as provided in this Agreement, except that the Corporation shall, in any event, pay its internal expenses (including
all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit
or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered
on each securities exchange on which similar securities issued by the Corporation are then listed. Each Person that sells securities
pursuant to a Demand Registration or Piggyback Registration hereunder shall bear and pay all underwriting discounts and commissions
applicable to the securities sold for such Person’s account.


 


(b) Counsel
Fees and Disbursements. In connection with each Demand Registration, each Piggyback Registration and each Shelf Offering that
is an underwritten Public Offering, the Corporation shall reimburse the Holders of Registrable Securities included in such registration
for the reasonable fees and disbursements of one counsel chosen by the Holders representing a majority of the Registrable Securities
included in such registration or participating in such Shelf Offering.


 


Section 6.Indemnification
and Contribution.


 


(a) By the
Corporation. The Corporation shall indemnify and hold harmless, to the extent permitted by law, each Holder, such Holder’s
officers, directors, managers, employees, agents and representatives, and each Person who controls such Holder (within the meaning
of the Securities Act) (the “Holder Indemnified Parties”) against all losses, claims,
actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened,
and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, based upon or related to any of
the following statements, omissions or violations (each a “Violation”) by the Corporation: (i) any
untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary
prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document
or communication (in this Section 6, collectively called an “application”) executed
by or on behalf of the Corporation or based upon written information furnished by or on behalf of the Corporation filed in any
jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any
omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not
misleading or (iii) any violation or alleged violation by the Corporation of the Securities Act or any other similar federal
or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation and relating to action
or inaction required of the Corporation in connection with any such registration, qualification or compliance. In addition, the
Corporation will reimburse such Holder Indemnified Party for any legal or any other expenses reasonably incurred by them in connection
with investigating or defending any such losses. Notwithstanding the foregoing, the Corporation shall not be liable in any such
case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged
untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus
or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity
with, written information prepared and furnished in writing to the Corporation by such Holder Indemnified Party expressly for
use therein or by such Holder Indemnified Party’s failure to deliver a copy of the registration statement or prospectus
or any amendments or supplements thereto after the Corporation has furnished such Holder Indemnified Party with a sufficient number
of copies of the same. In connection with an underwritten offering, the Corporation shall indemnify such underwriters, their officers
and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as
provided above with respect to the indemnification of the Holder Indemnified Parties.


 






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(b) By Each
Holder. In connection with any registration statement in which a Holder is participating, each such Holder shall furnish to
the Corporation in writing such information and affidavits as the Corporation reasonably requests for use in connection with any
such registration statement or prospectus and, to the extent permitted by law, shall indemnify the Corporation, its officers,
directors, managers, employees, agents and representatives, and each Person who controls the Corporation (within the meaning of
the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue
statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof
or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information
or affidavit so furnished in writing by such Holder; provided that the obligation to indemnify shall be individual,
not joint and several, for each Holder and shall be limited to the net amount of proceeds received by such Holder from the sale
of Registrable Securities pursuant to such registration statement.


 


(c) Claim
Procedure. Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying
party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall impair
any Person’s right to indemnification hereunder only to the extent such failure has prejudiced the indemnifying party) and
(ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying
parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any
liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld,
conditioned or delayed). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not
be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with
respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such claim. In such instance, the conflicted indemnified
parties shall have a right to retain one separate counsel, chosen by the Holders representing a majority of the Registrable Securities
included in the registration if such Holders are indemnified parties, at the expense of the indemnifying party.


 


(d) Contribution.
If the indemnification provided for in this Section 6 is held by a court of competent jurisdiction to be
unavailable to, or is insufficient to hold harmless, an indemnified party or is otherwise unenforceable with respect to any loss,
claim, damage, liability or action referred to herein, then the indemnifying party shall contribute to the amounts paid or payable
by such indemnified party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to
reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other hand in connection
with the statements or omissions which resulted in such loss, claim, damage, liability or action as well as any other relevant
equitable considerations; provided that the maximum amount of liability in respect of such contribution shall be limited, in the
case of each seller of Registrable Securities, to an amount equal to the net proceeds actually received by such seller from the
sale of Registrable Securities effected pursuant to such registration. The relative fault of the indemnifying party and of the
indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified
party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement
or omission. The parties hereto agree that it would not be just or equitable if the contribution pursuant to this Section 6(d) were
to be determined by pro rata allocation or by any other method of allocation that does not take into account such equitable considerations.
The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred
to herein shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with
investigating or defending against any action or claim which is the subject hereof. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(t) of the Securities Act) shall be entitled to contribution from any Person who is not
guilty of such fraudulent misrepresentation.


 






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(e) Release.
No indemnifying party shall, except with the consent of the indemnified party, consent to the entry of any judgment or enter into
any settlement that does not include as an unconditional term thereof giving by the claimant or plaintiff to such indemnified
party of a release from all liability in respect to such claim or litigation. Notwithstanding anything to the contrary in this Section 6,
an indemnifying party shall not be liable for any amounts paid in settlement of any loss, claim, damage, liability, or action
if such settlement is effected without the consent of the indemnifying party, such consent not to be unreasonably withheld, conditioned
or delayed.


 


(f) Non-exclusive Remedy;
Survival. The indemnification and contribution provided for under this Agreement shall be in addition to any other rights
to indemnification or contribution that any indemnified party may have pursuant to law or contract and shall remain in full force
and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling
Person of such indemnified party and shall survive the transfer of Registrable Securities and the termination or expiration of
this Agreement. Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained
in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing
provisions, the provisions in the underwriting agreement shall control.


 


Section 7.Underwritten
Registrations.


 


(a) Participation.
No Person may participate in any Public Offering hereunder which is underwritten unless such Person (i) agrees to sell such
Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder
to approve such arrangements (including pursuant to any over-allotment or “green shoe” option requested by the underwriters;
provided that no Holder shall be required to sell more than the number of Registrable Securities such Holder has requested to
include) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, lockup
agreements and other documents required under the terms of such underwriting arrangements. Each Holder shall execute and deliver
such other agreements as may be reasonably requested by the Corporation and the lead managing underwriter(s) that are consistent
with such Holder’s obligations under Section 4 and this Section 7(a) or that are
necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with,
this Section 7(a), the respective rights and obligations created under such agreement shall supersede the respective
rights and obligations of the Holders, the Corporation and the underwriters created pursuant to this Section 7(a).


 


(b) Price
and Underwriting Discounts. In the case of an underwritten Demand Registration or Underwritten Takedown requested by Holders
pursuant to this Agreement, the price, underwriting discount and other financial terms of the related underwriting agreement for
the Registrable Securities shall be determined by the Holders representing a majority of the Registrable Securities included in
such underwritten offering.


 


(c) Suspended
Distributions. Each Person that is participating in any registration under this Agreement, upon receipt of any notice from
the Corporation of the happening of any event of the kind described in Section 4(a)(vi)(B) or (C),
shall immediately discontinue the disposition of its Registrable Securities pursuant to the registration statement until such
Person’s receipt of the copies of a supplemented or amended prospectus as contemplated by Section 4(a)(vi).
In the event the Corporation has given any such notice, the applicable time period set forth in Section 4(a)(iii) during
which a Registration Statement is to remain effective shall be extended by the number of days during the period from and including
the date of the giving of such notice pursuant to this Section 7(c) to and including the date when each
seller of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or
amended prospectus contemplated by Section 4(a)(vi).


 






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Section 8.Additional
Parties; Joinder. Subject to the prior written consent of the Controlling Holders holding at least a majority of the Registrable
Securities held by all Controlling Holders, the Corporation may make any Person who acquires Class A Common Stock or rights
to acquire Class A Common Stock from the Corporation after the date hereof (including any Person who acquires Common Units)
a party to this Agreement (each such Person, an “Additional Investor”) and to succeed to all of the
rights and obligations of a Holder under this Agreement by obtaining an executed joinder to this Agreement from such Additional
Investor in the form of Exhibit A attached hereto (a “Joinder”). Upon the execution
and delivery of a Joinder by such Additional Investor, the Class A Common Stock of the Corporation acquired by such Additional
Investor or issuable upon redemption or exchange of Common Units acquired by such Additional Investor (the “Acquired
Common”) shall be Registrable Securities to the extent provided herein, such Additional Investor shall be a Holder
under this Agreement with respect to the Acquired Common, and the Corporation shall add such Additional Investor’s name
and address to the Schedule of Investors and circulate such information to the parties to this Agreement.


 


Section 9.Current
Public Information . The Corporation shall at all times when any Registrable Securities remain outstanding file all reports
required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the Holder may
reasonably request, all to the extent required to enable such Holders to sell Registrable Securities pursuant to Rule 144. Upon
request, the Corporation shall deliver to any Holder a written statement as to whether it has complied with such requirements.


 


Section 10.Subsidiary
Public Offering. If, after an initial Public Offering of the Capital Stock of one of its Subsidiaries (including the Company),
the Corporation distributes securities of such Subsidiary to its equityholders, then the rights and obligations of the Corporation
pursuant to this Agreement shall apply, mutatis mutandis, to such Subsidiary, and the Corporation shall cause such
Subsidiary to comply with such Subsidiary’s obligations under this Agreement.


 


Section 11.Transfer
of Registrable Securities.


 


(a) Restrictions
on Transfers. Notwithstanding anything to the contrary contained herein, except in the case of (i) a transfer to the
Corporation, (ii) a transfer by any Original Member or any of its Affiliates to its respective equityholders, (iii) a
Public Offering, (iv) a sale pursuant to Rule 144 after the completion of the IPO or (v) a transfer in connection with
a sale of the Corporation, prior to transferring any Registrable Securities to any Person (including by operation of law), the
transferring Holder shall cause the prospective transferee to execute and deliver to the Corporation a Joinder agreeing to be
bound by the terms of this Agreement. Any transfer or attempted transfer of any Registrable Securities in violation of any provision
of this Agreement shall be void, and the Corporation shall not record such transfer on its books or treat any purported transferee
of such Registrable Securities as the owner thereof for any purpose.


 






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(b)  Legend.
Each certificate evidencing any Registrable Securities and each certificate issued in exchange for or upon the transfer of any
Registrable Securities (unless such Registrable Securities would no longer be Registrable Securities after such transfer) shall
be stamped or otherwise imprinted with a legend in substantially the following form:


 


“THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS SET FORTH IN A REGISTRATION RIGHTS
AGREEMENT DATED AS OF [●], 2019, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “CORPORATION”) AND CERTAIN OF
THE CORPORATION’S STOCKHOLDERS, AS AMENDED FROM TIME TO TIME. A COPY OF SUCH REGISTRATION RIGHTS AGREEMENT WILL BE FURNISHED
WITHOUT CHARGE BY THE CORPORATION TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”


 


The Corporation shall imprint such
legend on certificates evidencing Registrable Securities outstanding prior to the date hereof, and shall cause the Company to
imprint such legend on certificates, if any, evidencing Common Units exchangeable for Registrable Securities outstanding prior
to the date hereof. The legend set forth above shall be removed from the certificates evidencing any securities that have ceased
to be Registrable Securities.


 


Section 12.MNPI
Provisions.


 


(a) Each Holder
acknowledges that (i) the provisions of this Agreement that require communications by the Corporation or other Holders to
such Holder may result in such Holder and its Representatives (as defined below) acquiring MNPI (which may include, solely by
way of illustration, the fact that an offering of the Corporation’s securities is pending or the number of Corporation securities
or the identity of the selling Holders), and (ii) there is no limitation on the duration of time that such Holder and its
Representatives may be in possession of MNPI and no requirement that the Company or other Holders make any public disclosure to
cause such information to cease to be MNPI; provided that the Corporation will use commercially reasonable efforts
to promptly notify each Holder if any proposed registration or offering for which a notice has been delivered pursuant to this
Agreement has been terminated or aborted.


 


(b) Each Holder
agrees that it will maintain the confidentiality of such MNPI and, to the extent such Holder is not a natural person, such confidential
treatment shall be in accordance with procedures adopted by it in good faith to protect confidential information of third parties
delivered to such Holder (“Policies”); provided that a holder may deliver or disclose
MNPI to (i) its directors, officers, employees, agents, attorneys, affiliates and financial and other advisors (collectively,
the “Representatives”), but solely to the extent such disclosure reasonably relates to its evaluation
of exercise of its rights under this Agreement and the sale of any Registrable Securities in connection with the subject of the
notice, (ii) any federal or state regulatory authority having jurisdiction over such Holder, (iii) any Person if necessary
to effect compliance with any law, rule, regulation or order applicable to such Holder, (iv) in response to any subpoena
or other legal process, or (v) in connection with any litigation to which such Holder is a party; provided further,
that in the case of clause (i), the recipients of such MNPI are subject to the Policies or agree to hold confidential
the MNPI in a manner substantially consistent with the terms of this Section 12 and that in the case of
clauses (ii) through (v), such disclosure is required by law and you promptly notify the Corporation
of such disclosure to the extent such Holder is legally permitted to give such notice.








 


(c) Each Holder,
by its execution of a counterpart to this agreement or of a Joinder, hereby (i) acknowledges that it is aware that the U.S.
securities laws prohibit any person who has MNPI about a company from purchasing or selling, directly or indirectly, securities
of such company (including entering into hedge transactions involving such securities), or from communicating such information
to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such
securities, and (ii) agrees that it will not use, and that it will use its reasonable efforts to assure that none of its
representatives will use or permit any third party to use, any MNPI the Corporation provides in contravention of the U.S. securities
laws and that it will cease trading in the Corporation’s and the Company’s securities while in possession of material non-public information.


 






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(d) Each Holder
shall have the right, at any time and from time to time (including after receiving information regarding any potential Public
Offering), to elect not to receive any notice that the Corporation or any other Holders otherwise are required to deliver pursuant
to this Agreement by delivering to the Corporation a written statement signed by such Holder that it does not want to receive
any notices hereunder (an “Opt-Out Request”); in which case and notwithstanding anything to the
contrary in this Agreement, for so long as such Opt-Out Request is in effect, (i) the Corporation and other Holders
shall not be required to, and shall not, deliver any notice or other information required to be provided to Holders hereunder
to the extent that the Corporation or such other Holders reasonably expect would result in a Holder acquiring MNPI and (ii) such
Holder waives any right to participate in any registration covered by this Agreement. An Opt-Out Request may state a
date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Holder who previously has given
the Corporation an Opt-Out Request may revoke such request at any time, and there shall be no limit on the ability of
a Holder to issue and revoke subsequent Opt-Out Requests; provided that each Holder shall use commercially
reasonable efforts to minimize the administrative burden on the Corporation arising in connection with any such Opt-Out Requests.


 


Section 13.General
Provisions.


 


(a) Amendments
and Waivers. Except as otherwise provided herein, the provisions of this Agreement may be amended, modified or waived only
with the prior written consent of the Corporation and Holders holding a majority of the Registrable Securities; provided that
no such amendment, modification or waiver that would materially and adversely affect a Holder in a manner materially different
than any other Holder (provided that the accession by Additional Investors to this Agreement pursuant to Section 8 shall
not be deemed to adversely affect any Holder), shall be effective against such Holder without the consent of such Holder that
is materially and adversely affected thereby; and provided further that any amendment, modification or waiver
that would materially and adversely affect the rights of the Controlling Holders shall also require the prior written consent
of the Controlling Holders holding a majority of the Registrable Securities held by all Controlling Holders. The failure or delay
of any Person to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and
shall not affect the right of such Person thereafter to enforce each and every provision of this Agreement in accordance with
its terms. A waiver or consent to or of any breach or default by any Person in the performance by that Person of his, her or its
obligations under this Agreement shall not be deemed to be a consent or waiver to or of any other breach or default in the performance
by that Person of the same or any other obligations of that Person under this Agreement.


 






    20


     


    




 


(b) Remedies.
The parties to this Agreement shall be entitled to enforce their rights under this Agreement specifically (without posting a bond
or other security), to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other
rights existing in their favor. The parties hereto agree and acknowledge that a breach of this Agreement would cause irreparable
harm and money damages would not be an adequate remedy for any such breach and that, in addition to any other rights and remedies
existing hereunder, any party shall be entitled to specific performance and/or other injunctive relief from any court of law or
equity of competent jurisdiction (without posting any bond or other security) in order to enforce or prevent violation of the
provisions of this Agreement.


 


(c) Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited, invalid, illegal or unenforceable in any respect under any
applicable law or regulation in any jurisdiction, such prohibition, invalidity, illegality or unenforceability shall not affect
the validity, legality or enforceability of any other provision of this Agreement in such jurisdiction or in any other jurisdiction,
but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such prohibited, invalid, illegal or unenforceable
provision had never been contained herein.


 


(d) Entire
Agreement. Except as otherwise provided herein, this Agreement contains the complete agreement and understanding among the
parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations
by or among the parties hereto, written or oral, which may have related to the subject matter hereof in any way.


 


(e) Successors
and Assigns. This Agreement shall bind and inure to the benefit and be enforceable by the Corporation and its successors and
assigns and the Holders and their respective successors and assigns (whether so expressed or not). In addition, whether or not
any express assignment has been made, the provisions of this Agreement which are for the benefit Holders are also for the benefit
of, and enforceable by, any subsequent or successor Holder.


 


(f) Notices.
Any notice, demand or other communication to be given under or by reason of the provisions of this Agreement shall be in writing
and shall be deemed to have been given (i) when delivered personally to the recipient, (ii) when sent by confirmed electronic
mail or facsimile if sent during normal business hours of the recipient but; if not, then on the next Business Day, (iii) one
(1) Business Day after it is sent to the recipient by reputable overnight courier service (charges prepaid) or (iv) three
(3) Business Days after it is mailed to the recipient by first class mail, return receipt requested. Such notices, demands and
other communications shall be sent to the Corporation at the address specified below and to any Original Member or to any other
party subject to this Agreement at such address as indicated on the Schedule of Investors, or at such address or to the attention
of such other Person as the recipient party has specified by prior written notice to the sending party. Any party may change such
party’s address for receipt of notice by providing prior written notice of the change to the sending party as provided herein.
The Corporation’s address is:


 


Greenlane Holdings, Inc.


1095 Broken Sound Parkway,
Suite 300





Boca Raton, Florida 33487





Attention: General Counsel





Email: dfischer@gnln.com


 


With
a copy to:


 


Pryor Cashman LLP





7 Times Square, 40th
Floor





New York, New York 10036





Attention: Jeffrey C. Johnson,
Esq.





Facsimile: (212) 326-0806





Email: jjohnson@pryorcashman.com


 


or to such other address or to the
attention of such other Person as the recipient party has specified by prior written notice to the sending party.


 


(g) Business
Days. If any time period for giving notice or taking action hereunder expires on a day that is not a Business Day, the time
period shall automatically be extended to the immediately following Business Day.


 






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(h) Governing
Law. The corporate law of the State of Delaware shall govern all issues and questions concerning the relative rights of the
Corporation and its stockholders. All other issues and questions concerning the construction, validity, interpretation and enforcement
of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the
State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of
New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New
York.


 


(i) MUTUAL
WAIVER OF JURY TRIAL. AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT
(AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT
OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.


 


(j) CONSENT
TO JURISDICTION AND SERVICE OF PROCESS. EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION
OF THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE CITY AND COUNTY OF NEW YORK BOROUGH OF MANHATTAN, FOR THE
PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY OR THEREBY. EACH OF THE PARTIES HERETO FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S.
REGISTERED MAIL TO SUCH PARTY’S RESPECTIVE ADDRESS SET FORTH ABOVE SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION,
SUIT OR PROCEEDING WITH RESPECT TO ANY MATTERS TO WHICH IT HAS SUBMITTED TO JURISDICTION IN THIS PARAGRAPH. EACH OF THE PARTIES
HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT
OF THIS AGREEMENT, ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY IN THE STATE OR FEDERAL COURTS OF
THE STATE OF NEVADA, AND HEREBY AND THEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN
ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.


 


(k) No Recourse.
Notwithstanding anything to the contrary in this Agreement, the Corporation and each Holder agrees and acknowledges that no recourse
under this Agreement or any documents or instruments delivered in connection with this Agreement, shall be had against any current
or future director, officer, employee, general or limited partner or member of any Holder or of any Affiliate or assignee thereof,
whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation
or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be
imposed on or otherwise be incurred by any current or future officer, agent or employee of any Holder or any current or future
member of any Holder or any current or future director, officer, employee, partner or member of any Holder or of any Affiliate
or assignee thereof, as such for any obligation of any Holder under this Agreement or any documents or instruments delivered in
connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.


 


(l) Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute
a part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than
by limitation.


 






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(m) No Strict
Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express
their mutual intent, and no rule of strict construction shall be applied against any party.


 


(n) Counterparts.
This Agreement may be executed in multiple counterparts, any one of which need not contain the signature of more than one party,
but all such counterparts taken together shall constitute one and the same agreement.


 


(o) Electronic
Delivery. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection
herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent executed and delivered
by means of a photographic, photostatic, facsimile or similar reproduction of such signed writing using a facsimile machine or
electronic mail shall be treated in all manner and respects as an original agreement or instrument and shall be considered to
have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any
party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms
thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a
facsimile machine or electronic mail to deliver a signature or the fact that any signature or agreement or instrument was transmitted
or communicated through the use of a facsimile machine or electronic mail as a defense to the formation or enforceability of a
contract and each such party forever waives any such defense.


 


(p) Further
Assurances. In connection with this Agreement and the transactions contemplated hereby, each Holder shall execute and deliver
any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and
perform the provisions of this Agreement and the transactions contemplated hereby.


 


(q) No Inconsistent
Agreements. The Corporation shall not hereafter enter into any agreement with respect to its securities which is inconsistent
with or violates the rights granted to the Holders in this Agreement.


 


* * * * *


 






    23


     


    





 


IN WITNESS WHEREOF,
the undersigned have executed this Registration Rights Agreement as of the date first written above.


 





	 	GREENLANE HOLDINGS, INC.
	 	 	 
	 	By:	                                    
	 	Name:	 
	 	Title:	 
	 	 
	 	GREENLANE HOLDINGS, LLC
	 	 	 
	 	By:	                
	 	Name:	 
	 	Title:	 
	 	 	 
	 	ORIGINAL MEMBERS:











 


	 	 	[__________]
	 	 	 






	 	By:	 
	 	Name:	 
	 	Title:	 





 





Signature Page
to


Registration Rights Agreement




 






     


     


    




 


SCHEDULE OF
INVESTORS


  


	Holder
	 	Controlling
    Holder	 	Member
	 	 	 	 	 


 






     


     


    

 


EXHIBIT A


 


REGISTRATION
RIGHTS AGREEMENT JOINDER


 


The undersigned
is executing and delivering this Joinder pursuant to the Registration Rights Agreement dated as of [●], 2019 (as the same
may hereafter be amended, the “Registration Rights Agreement”), among Greenlane Holdings, Inc., a Delaware
corporation (the “Corporation”), and the other persons named as parties therein.


 


By executing and
delivering this Joinder to the Corporation, and upon acceptance hereof by the Corporation upon the execution of a counterpart
hereof, the undersigned hereby agrees to become a party to, to be bound by, and to comply with the provisions of the Registration
Rights Agreement as a Holder of Registrable Securities in the same manner as if the undersigned were an original signatory to
the Registration Rights Agreement, and the undersigned’s shares of Class A Common Stock shall be included as Registrable
Securities under the Registration Rights Agreement to the extent provided therein. The Corporation is directed to add the address
below the undersigned’s signature on this Joinder to the Schedule of Investors attached to the Registration Rights Agreement.


 


Accordingly, the
undersigned has executed and delivered this Joinder as of the    day of     , 20    .


 


	 	 
	 	

        Signature of Stockholder

	 	 
	 	 
	 	Print Name of Stockholder
	 	Its:






	 	 
	 	Address:	               
	 	 
	 	 
	 	 
	 	 


 


	 
	Agreed and Accepted as of
	        ,
    20    


 


	Greenlane
    Holdings, Inc.	 
	 	 	 
	By:	                           	 
	Name:	 	 
	Its: