Exhibit 10.9


 


GREENLANE
HOLDINGS, INC. 


 


2019
EQUITY INCENTIVE PLAN 


 


1.
Purpose.


 


The
Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected
to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized
terms used in the Plan are defined in Section 11.


 


2.
Eligibility.


 


Service
Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein.


 


3.
Administration and Delegation.


 


(a)
Administration. The Plan is administered by the Administrator. The Administrator has authority to determine which Service
Providers receive Awards, grant Awards and set Award terms and conditions, subject to the conditions and limitations in the Plan.
The Administrator also has the authority to take all actions and make all determinations under the Plan, to interpret the Plan
and Award Agreements and to adopt, amend and repeal Plan administrative rules, guidelines and practices as it deems advisable.
The Administrator may correct defects and ambiguities, supply omissions and reconcile inconsistencies in the Plan or any Award
or Award Agreement as it deems necessary or appropriate to administer the Plan and any Awards. The Administrator’s determinations
under the Plan are in its sole discretion and will be final and binding on all persons having or claiming any interest in the
Plan or any Award. The Administrator’s determinations under the Plan need not be uniform and may be made selectively among
Participants, whether or not such Participants are similarly situated.


 


(b)
Appointment of Committees; Delegation of Powers. To the extent Applicable Laws permit, the Board may delegate any or all
of its powers under the Plan to one or more Committees. The Board may also delegate to an executive officer of the Company the
authority to grant Awards to Service Providers that are not subject to Section 16 of the Exchange Act. The Board may rescind any
such delegation at any time or re-vest in itself any previously delegated authority at any time.


 


4.
Stock Available for Awards.


 


(a)
Number of Shares. Subject to adjustment under Section 8 and the terms of this Section 4, Awards may be made under the Plan
covering up to the Overall Share Limit. Shares issued under the Plan may consist of authorized but unissued Shares, Shares purchased
on the open market or treasury Shares.


 


(b)
Share Recycling. If all or any part of an Award expires, lapses or is terminated, exchanged for cash, surrendered, repurchased,
canceled without having been fully exercised or forfeited, in any case, in a manner that results in the Company acquiring Shares
covered by the Award for less than Fair Market Value or not issuing any Shares covered by the Award, the unused Shares covered
by the Award will, as applicable, become or again be available for Award grants under the Plan. In addition, Shares tendered by
the Participant or withheld by the Company in payment of the exercise price of an Option or to satisfy any tax withholding obligation
with respect to an Award will, as applicable, become or again be available for Award grants under the Plan.


 


(c)
Incentive Stock Option Limitations. Notwithstanding anything to the contrary herein, no more than [●]1
Shares may be issued pursuant to the exercise of Incentive Stock Options, and no Shares may again be optioned, granted or awarded
if it would cause an Incentive Stock Option not to qualify as an Incentive Stock Option.


 


(d)
Substitute Awards. In connection with an entity’s merger or consolidation with the Company or the Company’s
acquisition of an entity’s property or stock, the Administrator may grant Awards in substitution for any options or other
stock or stock-based awards granted before such merger or consolidation by such entity or its affiliate. Substitute Awards may
be granted on such terms as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute
Awards will not count against the Overall Share Limit, except that Shares acquired by exercise of substitute Incentive Stock Options
will count against the maximum number of Shares that may be issued pursuant to the exercise of Incentive Stock Options under the
Plan.


 





 






		1	NTD:
Share amounts to be determined based on the number of outstanding post-offering shares.



 






     


     


    

 


5.
Stock Options and Stock Appreciation Rights.


 


(a)
General. The Administrator may grant Options or Stock Appreciation Rights to Service Providers subject to the limitations
in the Plan, including Section 5(f) with respect to Incentive Stock Options. The Administrator will determine the number of Shares
covered by each Option and Stock Appreciation Right, the exercise price of each Option and Stock Appreciation Right and the conditions
and limitations applicable to the exercise of each Option and Stock Appreciation Right. A Stock Appreciation Right shall entitle
the Participant (or other person entitled to exercise the Stock Appreciation Right pursuant to the Plan) to exercise all or a
specified portion of the Stock Appreciation Right (to the extent then exercisable pursuant to its terms) and to receive from the
Company an amount determined by multiplying the difference obtained by subtracting the exercise price per share of the Stock Appreciation
Right from the Fair Market Value on the date of exercise of the Stock Appreciation Right by the number of Shares with respect
to which the Stock Appreciation Right shall have been exercised, subject to any limitations of the Plan or as the Administrator
may impose.


 


(b)
Exercise Price. The Administrator will establish each Option’s and Stock Appreciation Right’s exercise price
and specify the exercise price in the Award Agreement. The exercise price will not be less than 100% of the Fair Market Value
on the grant date of the Option or Stock Appreciation Right.


 


(c)
Duration of Options. Each Option or Stock Appreciation Right will be exercisable at such times and as specified in the
Award Agreement, provided that the term of an Option or Stock Appreciation Right will not exceed ten years.


 


(d)
Exercise; Notification of Disposition. Options and Stock Appreciation Rights may be exercised by delivering to the Company
a written notice of exercise, in a form the Administrator approves (which may be electronic), signed by the person authorized
to exercise the Option or Stock Appreciation Right, together with, as applicable, payment in full (i) as specified in Section
5(e) for the number of Shares for which the Award is exercised and (ii) as specified in Section 9(e) for any applicable withholding
taxes. Unless the Administrator otherwise determines, an Option or Stock Appreciation Right may not be exercised for a fraction
of a Share.


 


(e)
Payment Upon Exercise. The exercise price of an Option must be paid in cash or by check payable to the order of the Company
or, subject to Section 10(h), any Company insider trading policy (including blackout periods) and Applicable Laws, by:


 


(i)
if there is a public market for Shares at the time of exercise, unless the Administrator otherwise determines, (A) delivery (including
telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable
to the Company to deliver promptly to the Company sufficient funds to pay the exercise price, or (B) the Participant’s delivery
to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly
to the Company cash or a check sufficient to pay the exercise price;


 


(ii)
delivery (either by actual delivery or attestation) of Shares owned by the Participant valued at their Fair Market Value, provided
(A) such payment method is then permitted under Applicable Laws, (B) such Shares, if acquired directly from the Company, were
owned by the Participant for a minimum time period that the Company may establish and (C) such Shares are not subject to repurchase,
forfeiture, unfulfilled vesting or other similar requirements; or


 


(iii)
any other mechanism that the Administrator, in its sole discretion, determines to be appropriate for a Participant, which the
Administrator can determine on a case by case basis and any such determination with respect to one Participant shall not bind
the Administrator with respect to any other Participant.


 


(f)
Additional Terms of Incentive Stock Options. The Administrator may grant Options intended to qualify as Incentive Stock
Options only to employees of the Company, any of its present or future “parent corporations” or “subsidiary
corporations” as defined in Sections 424(e) or (f) of the Code, respectively, and any other entities the employees of which
are eligible to receive Incentive Stock Options under the Code. No person qualifying as a Greater Than 10% Stockholder may be
granted an Incentive Stock Option, unless such Incentive Stock Option conforms to Section 422 of the Code. If an Incentive Stock
Option is granted to a Greater Than 10% Stockholder, the exercise price will not be less than 110% of the Fair Market Value on
the Option’s grant date, and the term of the Option will not exceed five years. The Administrator may modify an Incentive
Stock Option with the holder’s consent to disqualify such Option as an Incentive Stock Option. All Options intended to qualify
as Incentive Stock Options will be subject to and construed consistently with Section 422 of the Code. By accepting an Incentive
Stock Option, the Participant agrees to give prompt notice to the Company of dispositions or other transfers (other than in connection
with a Change in Control) of Shares acquired from the Option made within (i) two years from the grant date of the Option or (ii)
one year after the transfer of such Shares to the Participant, specifying the date of the disposition or other transfer and the
amount the Participant realized, in cash, other property, assumption of indebtedness or other consideration, in such disposition
or other transfer. Neither the Company nor the Administrator will be liable to a Participant, or any other party, (i) if an Option
(or any part thereof) intended to qualify as an Incentive Stock Option fails to qualify as an Incentive Stock Option or (ii) for
the Administrator’s actions or omissions that cause an Option not to qualify as an Incentive Stock Option, including the
conversion of an Incentive Stock Option to a Non-Qualified Stock Option or the grant of an Option intended as an Incentive Stock
Option that fails to qualify as an Incentive Stock Option. Any Option that is intended to qualify as an Incentive Stock Option,
but fails to qualify for any reason, including the portion of any Option becoming exercisable with respect to Shares having a
fair market value exceeding the $100,000 limitation under Treasury Regulation Section 1.422-4, will be a Non-Qualified Stock Option.


 






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6.
Restricted Stock; Restricted Stock Units.


 


(a)
General. The Administrator may grant Restricted Stock, or the right to purchase Restricted Stock, to any Service Provider,
subject to the Company’s right to repurchase all or part of such shares at their issue price or other stated or formula
price from the Participant (or to require forfeiture of such shares if issued at no cost) if conditions the Administrator specifies
in the Award Agreement are not satisfied before the end of the applicable restriction period or periods that the Administrator
establishes for such Award. In addition, the Administrator may grant to Service Providers Restricted Stock Units, which may be
subject to vesting and forfeiture conditions during applicable restriction period or periods, as set forth in an Award Agreement.
The Administrator will determine and set forth in the Award Agreement the terms and conditions for each Restricted Stock and Restricted
Stock Unit Award, subject to the conditions and limitations contained in the Plan.


 


(b)
Restricted Stock.


 


(i)
Dividends. Participants holding shares of Restricted Stock will be entitled to all ordinary cash dividends paid with respect
to such shares, unless the Administrator provides otherwise in the Award Agreement. In addition, unless the Administrator provides
otherwise, if any dividends or distributions are paid in Shares, or consist of a dividend or distribution to holders of Common
Stock of property other than an ordinary cash dividend, the Shares or other property will be subject to the same restrictions
on transferability and forfeitability as the shares of Restricted Stock with respect to which they were paid. All such dividend
payments will be made no later than March 15 of the calendar year following the calendar year in which the right to the dividend
payment becomes nonforfeitable.


 


(ii)
Stock Certificates. The Company may require that the Participant deposit in escrow with the Company (or its designee) any
stock certificates issued in respect of shares of Restricted Stock, together with a stock power endorsed in blank.


 


(c)
Restricted Stock Units.


 


(i)
Settlement. When a Restricted Stock Unit vests, the Participant will be entitled to receive from the Company one Share,
an amount of cash or other property equal to the Fair Market Value of one Share on the settlement date or a combination of both,
as the Administrator determines and as provided in the Award Agreement. The Administrator may provide that settlement of Restricted
Stock Units will occur upon or as soon as reasonably practicable after the Restricted Stock Units vest or will instead be deferred,
on a mandatory basis or at the Participant’s election, in a manner intended to comply with Section 409A.


 


(ii)
Stockholder Rights. A Participant will have no rights of a stockholder with respect to Shares subject to any Restricted
Stock Unit unless and until the Shares are delivered in settlement of the Restricted Stock Unit.


 


7.
Other Stock or Cash Based Awards; Dividend Equivalents. 


 


(a)
Other Stock or Cash Based Awards. Other Stock or Cash Based Awards may be granted to Participants, including Awards entitling
Participants to receive Shares to be delivered in the future and including annual or other period or long-term cash bonus awards
(whether based on specified Performance Criteria or otherwise), in each case subject to the conditions and limitations in the
Plan. Such Other Stock or Cash Based Awards will also be available as a payment form in the settlement of other Awards, as standalone
payments and as payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock or Cash Based Awards
may be paid in Shares, cash or other property, as the Administrator determines. Subject to the provisions of the Plan, the Administrator
will determine the terms and conditions of each Other Stock or Cash Based Award, including any purchase price, performance goal
(which may be based on the Performance Criteria), transfer restrictions, and vesting conditions, which will be set forth in the
applicable Award Agreement.


 






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(b)
Dividend Equivalents. If the Administrator provides, a grant of Restricted Stock Units or an Other Stock Award may provide
a Participant with the right to receive Dividend Equivalents, and no Dividend Equivalents shall be payable with respect to Options
or Stock Appreciation Rights. Dividend Equivalents may be paid currently or credited to an account for the Participant, settled
in cash or Shares and subject to the same restrictions on transferability and forfeitability as the Award with respect to which
the Dividend Equivalents are paid and subject to other terms and conditions as set forth in the Award Agreement. All such Dividend
Equivalent payments will be made no later than March 15 of the calendar year following the calendar year in which the right to
the Dividend Equivalent payment becomes nonforfeitable, unless determined otherwise by the Administrator.


 


8.
Adjustments for Changes in Common Stock and Certain Other Events.





(a)
In connection with any Equity Restructuring, notwithstanding anything to the contrary in this Section 8, the Administrator will
equitably adjust each outstanding Award as it deems appropriate to effect the Equity Restructuring, which may include adjusting
the number and type of securities subject to each outstanding Award and/or the Award’s exercise price or grant price (if
applicable), granting new Awards to Participants, and making a cash payment to Participants. The adjustments provided under this
Section 8(a) will be nondiscretionary and final and binding on the affected Participant and the Company; provided that the Administrator
will determine whether an adjustment is equitable.


 


(b)
In the event that the Administrator determines that any dividend or other distribution (whether in the form of cash, Shares, other
securities, or other property), reorganization, merger, consolidation, combination, repurchase, recapitalization, liquidation,
dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale
or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock
or other securities of the Company, or other similar corporate transaction or event, as determined by the Administrator, affects
the Common Stock such that an adjustment is determined by the Administrator to be appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect
to any Award, then the Administrator may, in such manner as it may deem equitable, adjust any or all of:


 


(i)
the number and kind of Shares (or other securities or property) with respect to which Awards may be granted or awarded (including,
but not limited to, adjustments of the limitations in Section 4 hereof on the maximum number and kind of shares which may be issued
and specifically including for the avoidance of doubt adjustments to the Incentive Stock Option limitation set forth in Section
4(c));


 


(ii)
the number and kind of Shares (or other securities or property) subject to outstanding Awards;


 


(iii)
the grant or exercise price with respect to any Award; and


 


(iv)
the terms and conditions of any Awards (including, without limitation, any applicable financial or other performance “targets”
specified in an Award Agreement).


 


(c)
In the event of any transaction or event described in Section 8(b) hereof (including without limitation any Change in Control)
or any unusual or nonrecurring transaction or event affecting the Company or the financial statements of the Company, or any change
in any Applicable Laws or accounting principles, the Administrator, on such terms and conditions as it deems appropriate, either
by the terms of the Award or by action taken prior to the occurrence of such transaction or event, is hereby authorized to take
such actions as it deems appropriate, including, but not limited to, any one or more of the following actions:


 


(i)
To provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal
to the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization
of the Participant’s rights under the vested portion of such Award, as applicable; provided that, if the amount that could
have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s
rights, in any case, is equal to or less than zero, then the vested portion of such Award may be terminated without payment;


 


(ii)
To provide that such Award shall vest and, to the extent applicable, be exercisable as to all shares covered thereby, notwithstanding
anything to the contrary in the Plan or the provisions of such Award;


 


(iii)
To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be
substituted for by awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with
appropriate adjustments as to the number and kind of shares and applicable exercise or purchase price, in all cases, as determined
by the Administrator;


 






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(iv)
To make adjustments in the number and type of Shares (or other securities or property) subject to outstanding Awards, and/or in
the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards;


 


(v)
To replace such Award with other rights or property selected by the Administrator; and/or


 


(vi)
To provide that the Award will terminate and cannot vest, be exercised or become payable after the applicable event.


 


(d)
In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution
(other than normal cash dividends) of Company assets to stockholders, or any other extraordinary transaction or change affecting
the Shares or the share price of Common Stock, including any Equity Restructuring or any securities offering or other similar
transaction, for administrative convenience, the Administrator may refuse to permit the exercise of any Award for up to 60 days
before or after such transaction.


 


(e)
Except as expressly provided in the Plan or the Administrator’s action under the Plan, no Participant will have any rights
due to any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of Shares
of any class or dissolution, liquidation, merger, or consolidation of the Company or other corporation. Except as expressly provided
with respect to an Equity Restructuring under Section 8(a) above or the Administrator’s action under the Plan, no issuance
by the Company of shares of any class, or securities convertible into shares of any class, will affect, and no adjustment will
be made regarding, the number of Shares subject to an Award or the Award’s grant or exercise price. The existence of the
Plan, any Award Agreements and the Awards granted hereunder will not affect or restrict in any way the Company’s right or
power to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s capital
structure or its business, (ii) any merger, consolidation dissolution or liquidation of the Company or sale of Company assets
or (iii) any sale or issuance of securities, including securities with rights superior to those of the Shares or securities convertible
into or exchangeable for Shares. The Administrator may treat Participants and Awards (or portions thereof) differently under this
Section 8.


 


(f)
No action shall be taken under this Section 8 which shall cause an Award to fail to comply with Section 409A of the Code or the
Treasury Regulations thereunder, to the extent applicable to such Award.


 


9.
General Provisions Applicable to Awards. 


 


(a)
Transferability. Except as the Administrator may determine or provide in an Award Agreement or otherwise, in accordance
with Applicable Laws (and subject to the applicable requirements for Shares underlying Awards to be registered on Form S-8 under
the Securities Act), Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by
operation of law, except by will or the laws of descent and distribution, or, subject to the Administrator’s consent, pursuant
to a DRO, and, during the life of the Participant, will be exercisable only by the Participant. Any permitted transfer of an Award
hereunder shall be without consideration, except as required by Applicable Law. References to a Participant, to the extent relevant
in the context, will include references to a Participant’s authorized transferee that the Administrator specifically approves
under Applicable Laws.


 


(b)
Documentation. Each Award will be evidenced in an Award Agreement, as the Administrator determines. Each Award may contain
terms and conditions in addition to those set forth in the Plan.


 


(c)
Discretion. Except as the Plan otherwise provides, each Award may be made alone or in addition or in relation to any other
Award. The terms of each Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards
(or portions thereof) uniformly.


 


(d)
Termination of Status. The Administrator will determine how the disability, death, retirement, authorized leave of absence
or any other change or purported change in a Participant’s Service Provider status affects an Award and the extent to which,
and the period during which, the Participant, the Participant’s legal representative, conservator, guardian or Designated
Beneficiary may exercise rights under the Award, if applicable.


 


(e)
Withholding. Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment of,
any taxes required by law to be withheld in connection with such Participant’s Awards by the date of the event creating
the tax liability. In satisfaction of the foregoing requirement or in satisfaction of any additional tax withholding, the Company
may satisfy, or may allow a Participant to satisfy, such obligations by any payment means described in Section 5(e) hereof, including,
without limitation, by withholding, or allowing such Participant to elect to have the Company or an affiliate withhold, Shares
otherwise issuable under an Award (or allow the surrender of Shares). The number of Shares which may be so withheld or surrendered
shall be limited to the number of Shares which have a fair market value on the date of withholding or repurchase no greater than
the aggregate amount of such liabilities based on the maximum individual statutory withholding rates in the applicable jurisdiction,
in accordance with Company policies and at the discretion of the Administrator. The Administrator shall determine the fair market
value of the Shares, consistent with applicable provisions of the Code, for tax withholding obligations due in connection with
a broker-assisted cashless Option or Stock Appreciation Right exercise involving the sale of Shares to pay the Option or Stock
Appreciation Right exercise price or any tax withholding obligation.


 






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(f)
Amendment of Award. The Administrator may amend, modify or terminate any outstanding Award, including by substituting another
Award of the same or a different type, changing the exercise or settlement date, and converting an Incentive Stock Option to a
Non-Qualified Stock Option. The Participant’s consent to such action will be required unless (i) the Administrator determines
that the action, taking into account any related action, would not materially and adversely affect the Participant, or (ii) the
change is permitted under Section 8 or pursuant to 10(f).


 


(g)
Conditions on Delivery of Stock. The Company will not be obligated to deliver any Shares under the Plan or remove restrictions
from Shares previously delivered under the Plan until (i) all Award conditions have been met or removed to the Company’s
satisfaction, (ii) as determined by the Company, all other legal matters regarding the issuance and delivery of such Shares have
been satisfied, including any applicable securities laws and stock exchange or stock market rules and regulations, and (iii) the
Participant has executed and delivered to the Company such representations or agreements as the Administrator deems necessary
or appropriate to satisfy any Applicable Laws. The Company’s inability to obtain authority from any regulatory body having
jurisdiction, which the Administrator determines is necessary to the lawful issuance and sale of any securities, will relieve
the Company of any liability for failing to issue or sell such Shares as to which such requisite authority has not been obtained.


 


(h)
Acceleration. The Administrator may at any time provide that any Award will become immediately vested and fully or partially
exercisable, free of some or all restrictions or conditions, or otherwise fully or partially realizable.


 


(i)
Repricing. Subject to Section 8, the Administrator shall have the authority, without the approval of the stockholders of
the Company, to (i) authorize the amendment of any outstanding Option or Stock Appreciation Right to reduce its price per share,
or (ii) cancel any Option or Stock Appreciation Right in exchange for cash or another Award when the Option or Stock Appreciation
Right price per share exceeds the Fair Market Value of the underlying Shares. In addition, subject to Section 8, the Administrator
shall have the authority, without the approval of the stockholders of the Company, to amend any outstanding Award to increase
the price per share or to cancel and replace an Award with the grant of an Award having a price per share that is greater than
or equal to the price per share of the original Award.


 


(j)
Cash Settlement. Without limiting the generality of any other provision of the Plan, the Administrator may provide, in
an Award Agreement or subsequent to the grant of an Award, in its discretion, that any Award may be settled in cash, Shares or
a combination thereof.


 


10.
Miscellaneous. 


 


(a)
No Right to Employment or Other Status. No person will have any claim or right to be granted an Award, and the grant of
an Award will not be construed as giving a Participant the right to continued employment or any other relationship with the Company.
The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan or any Award, except as expressly provided in an Award Agreement.


 


(b)
No Rights as Stockholder; Certificates. Subject to the Award Agreement, no Participant or Designated Beneficiary will have
any rights as a stockholder with respect to any Shares to be distributed under an Award until becoming the record holder of such
Shares. Notwithstanding any other provision of the Plan, unless the Administrator otherwise determines or Applicable Laws require,
the Company will not be required to deliver to any Participant certificates evidencing Shares issued in connection with any Award
and instead such Shares may be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator).
The Company may place legends on stock certificates issued under the Plan that the Administrator deems necessary or appropriate
to comply with Applicable Laws.


 


(c)
Effective Date and Term of Plan. The Plan will become effective on the date it is adopted by the Board. No Awards may be
granted under the Plan after ten years from the earlier of (i) the date the Board adopted the Plan or (ii) the date the Company’s
stockholders approved the Plan, but Awards previously granted may extend beyond that date in accordance with the Plan. If the
Plan is not approved by the Company’s stockholders in accordance with Section 422 of the Code, the Plan and any Awards granted
under the Plan shall be null and void and of no force and effect.


 






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(d)
Amendment of Plan. The Administrator may amend, suspend or terminate the Plan at any time; provided that no amendment,
other than an increase to the Overall Share Limit may materially and adversely affect any Award outstanding at the time of such
amendment without the affected Participant’s consent. Awards outstanding at the time of any Plan suspension or termination
will continue to be governed by the Plan and the Award Agreement, as in effect before such suspension or termination. The Board
will obtain stockholder approval of any Plan amendment to the extent necessary to comply with Applicable Laws.


 


(e)
Provisions for Foreign Participants. The Administrator may modify Awards granted to Participants who are foreign nationals
or employed outside the United States or establish subplans or procedures under the Plan to address differences in laws, rules,
regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.


 


(f)
Section 409A.


 


(i)
General. The Company intends that all Awards be structured to comply with, or be exempt from, Section 409A, such that no
adverse tax consequences, interest, or penalties under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement
to the contrary, the Administrator may, without a Participant’s consent, amend this Plan or Awards, adopt policies and procedures,
or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate
to preserve the intended tax treatment of Awards, including any such actions intended to (A) exempt this Plan or any Award from
Section 409A, or (B) comply with Section 409A, including regulations, guidance, compliance programs and other interpretative authority
that may be issued after an Award’s grant date. The Company makes no representations or warranties as to an Award’s
tax treatment under Section 409A or otherwise. The Company will have no obligation under this Section 10(f) or otherwise to avoid
the taxes, penalties or interest under Section 409A with respect to any Award and will have no liability to any Participant or
any other person if any Award, compensation or other benefits under the Plan are determined to constitute noncompliant, “nonqualified
deferred compensation” subject to taxes, penalties or interest under Section 409A.


 


(ii)
Separation from Service. If an Award constitutes “nonqualified deferred compensation” under Section 409A, any
payment or settlement of such Award upon a termination of a Participant’s Service Provider relationship will, to the extent
necessary to avoid taxes under Section 409A, be made only upon the Participant’s “separation from service” (within
the meaning of Section 409A), whether such “separation from service” occurs upon or after the termination of the Participant’s
Service Provider relationship. For purposes of this Plan or any Award Agreement relating to any such payments or benefits, references
to a “termination,” “termination of employment” or like terms means a “separation from service.”


 


(iii)
Payments to Specified Employees. Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s)
of “nonqualified deferred compensation” required to be made under an Award to a “specified employee” (as
defined under Section 409A and as the Administrator determines) due to his or her “separation from service” will,
to the extent necessary to avoid taxes under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately
following such “separation from service” (or, if earlier, until the specified employee’s death) and will instead
be paid (as set forth in the Award Agreement) on the day immediately following such six-month period or as soon as administratively
practicable thereafter (without interest). Any payments of “nonqualified deferred compensation” under such Award payable
more than six months following the Participant’s “separation from service” will be paid at the time or times
the payments are otherwise scheduled to be made.


 


(iv)
Separate Payments. Each payment made under this Plan shall be designated as a “separate payment” within the
meaning of Section 409A.


 


(g)
Limitations on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a director, officer,
other employee or agent of the Company will be liable to any Participant, former Participant, spouse, beneficiary, or any other
person for any claim, loss, liability, or expense incurred in connection with the Plan or any Award, and such individual will
not be personally liable with respect to the Plan because of any contract or other instrument executed in his or her capacity
as an Administrator, director, officer, other employee or agent of the Company. The Company will indemnify and hold harmless each
director, officer, other employee and agent of the Company that has been or will be granted or delegated any duty or power relating
to the Plan’s administration or interpretation, against any cost or expense (including attorneys’ fees) or liability
(including any sum paid in settlement of a claim with the Administrator’s approval) arising from any act or omission concerning
this Plan unless arising from such person’s own fraud or bad faith.


 






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(h)
Lock-Up Period. The Company may, at the request of any underwriter representative or otherwise, in connection with registering
the offering of any Company securities under the Securities Act, prohibit Participants from, directly or indirectly, selling or
otherwise transferring any Shares or other Company securities during a period of up to 180 days following the effective date of
a Company registration statement filed under the Securities Act, or such longer period as determined by the underwriter.


 


(i)
Data Privacy. As a condition for receiving any Award, each Participant explicitly and unambiguously consents to the collection,
use and transfer, in electronic or other form, of personal data as described in this paragraph by and among the Company and its
Affiliates exclusively for implementing, administering and managing the Participant’s participation in the Plan. The Company
and its Affiliates may hold certain personal information about a Participant, including the Participant’s name, address
and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s);
any Shares held in the Company or its Affiliates; and Award details, to implement, manage and administer the Plan and Awards (the
“Data”). The Company and its Affiliates may transfer the Data amongst themselves as necessary to implement,
administer and manage a Participant’s participation in the Plan, and the Company and its Affiliates may transfer the Data
to third parties assisting the Company with Plan implementation, administration and management. These recipients may be located
in the Participant’s country, or elsewhere, and the Participant’s country may have different data privacy laws and
protections than the recipients’ country. By accepting an Award, each Participant authorizes such recipients to receive,
possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Participant’s
participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or the
Participant may elect to deposit any Shares. The Data related to a Participant will be held only as long as necessary to implement,
administer, and manage the Participant’s participation in the Plan. A Participant may, at any time, view the Data that the
Company holds regarding such Participant, request additional information about the storage and processing of the Data regarding
such Participant, recommend any necessary corrections to the Data regarding the Participant or refuse or withdraw the consents
in this Section 10(i) in writing, without cost, by contacting the local human resources representative. The Company may cancel
Participant’s ability to participate in the Plan and, in the Administrator’s discretion, the Participant may forfeit
any outstanding Awards if the Participant refuses or withdraws the consents in this Section 10(i). For more information on the
consequences of refusing or withdrawing consent, Participants may contact their local human resources representative.


 


(j)
Severability. If any portion of the Plan or any action taken under it is held illegal or invalid for any reason, the illegality
or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or
invalid provisions had been excluded, and the illegal or invalid action will be null and void.


 


(k)
Governing Documents. If any contradiction occurs between the Plan and any Award Agreement or other written agreement between
a Participant and the Company (or any Affiliate) that the Administrator has approved, the Plan will govern, unless it is expressly
specified in such Award Agreement or other written document that a specific provision of the Plan will not apply.


 


(l)
Governing Law. The Plan and all Awards will be governed by and interpreted in accordance with the laws of the State of
Delaware, disregarding any state’s choice-of-law principles requiring the application of a jurisdiction’s laws other
than the State of Delaware.


 


(m)
Claw-back Provisions. All Awards (including any proceeds, gains or other economic benefit the Participant actually or constructively
receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject to
any Company claw-back policy implemented to the comply with Applicable Laws, including any claw-back policy adopted to comply
with the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder, as set
forth in such claw-back policy or the Award Agreement.


 


(n)
Titles and Headings. The titles and headings of the Sections in the Plan are for convenience of reference only and, if
any conflict, the Plan’s text, rather than such titles or headings, will control.


 


(o)
Conformity to Securities Laws. Participant acknowledges that the Plan is intended to conform to the extent necessary with
Applicable Laws. Notwithstanding anything herein to the contrary, the Plan and all Awards will be administered only in conformance
with Applicable Laws. To the extent Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary
to conform to Applicable Laws.


 






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(p)
Relationship to Other Benefits. No payment under the Plan will be taken into account in determining any benefits under
any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Affiliate
except as expressly provided in writing in such other plan or an agreement thereunder.


 


(q)
Grant of Awards to Certain Eligible Service Providers. The Company may provide through the establishment of a formal written
policy (which shall be deemed a part of this Plan) or otherwise for the method by which Common Stock or other securities of the
Company may be issued and by which such Common Stock or other securities and/or payment therefor may be exchanged or contributed,
or may be returned upon any forfeiture of Common Stock or other securities by the eligible Service Provider.


 


(r)
Section 83(b) Election. No Participant may make an election under Section 83(b) of the Code with respect to any Award under
the Plan without the consent of the Administrator, which the Administrator may grant (prospectively or retroactively) or withhold
in its sole discretion. If, with the consent of the Administrator, a Participant makes an election under Section 83(b) of the
Code to be taxed with respect to the Restricted Stock as of the date of transfer of the Restricted Stock rather than as of the
date or dates upon which the Participant would otherwise be taxable under Section 83(a) of the Code, the Participant shall be
required to deliver a copy of such election to the Company promptly after filing such election with the Internal Revenue Service.


 


11.
Definitions. As used in the Plan, the following words and phrases will have the following meanings:


 


(a)
“Administrator” means the Board or a Committee to the extent that the Board’s powers or authority
under the Plan have been delegated to such Committee.


 


(b)
“Affiliate” means (a) Greenlane Holdings, LLC, and (b) any Subsidiary.


 


(c)
“Applicable Accounting Standards” means the U.S. Generally Accepted Accounting Principles, International
Financial Reporting Standards or other accounting principles or standards applicable to the Company’s financial statements
under U.S. federal securities laws.


 


(d)
“Applicable Laws” means the requirements relating to the administration of equity incentive plans under
U.S. federal and state securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange
or quotation system on which the Common Stock is listed or quoted and the applicable laws and rules of any foreign country or
other jurisdiction where Awards are granted.


 


(e)
“Award” means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights,
Restricted Stock, Restricted Stock Units or Other Stock or Cash Based Awards.


 


(f)
“Award Agreement” means a written agreement evidencing an Award, which may be electronic, that contains
such terms and conditions as the Administrator determines, consistent with and subject to the terms and conditions of the Plan.


 


(g)
“Board” means the Board of Directors of the Company.


 


(h)
“Change in Control” means and includes each of the following:


 


(i)
A transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement
filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons”
(as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its subsidiaries,
any employee benefit plan maintained by the Company or any of its subsidiaries, any Significant Stockholder, or a “person”
that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company)
directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of
the Company possessing more than 50% of the total combined voting power of the Company’s securities outstanding immediately
after such acquisition; or


 


(ii)
During any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with
any new Director(s) (other than a Director designated by a person who shall have entered into an agreement with the Company to
effect a transaction described in Section 11(h)(i) or 11(h)(iii)) whose election by the Board or nomination for election by the
Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the Directors then still in office who either
were Directors at the beginning of the two-year period or whose election or nomination for election was previously so approved,
cease for any reason to constitute a majority thereof; or


 






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(iii)
The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more
intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of
all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the
acquisition of assets or stock of another entity, in each case other than a transaction: (A) which results in the Company’s
voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by
being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or
indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds
to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly,
at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after
the transaction, and (B) after which no person or group beneficially owns voting securities representing 50% or more of the combined
voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this Section
11(h)(iii)(B) as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the
voting power held in the Company prior to the consummation of the transaction; or


 


(iv)
The consummation of a liquidation or dissolution of the Company.


 


Notwithstanding
the foregoing, if a Change in Control constitutes a payment event with respect to any portion of an Award that provides for the
deferral of compensation and is subject to Section 409A of the Code, the transaction or event described in subsection (i), (ii),
(iii) or (iv) with respect to such Award (or portion thereof) must also constitute a “change in control event,” as
defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Section 409A.


 


The
Administrator shall have full and final authority, which shall be exercised in its sole discretion, to determine conclusively
whether a Change in Control has occurred pursuant to the above definition, and the date of the occurrence of such Change in Control
and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether
a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall
be consistent with such regulation.


 


(i)
“Code” means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.


 


(j)
“Committee” means one or more committees or subcommittees comprised of one or more Company directors
or executive officers, to the extent Applicable Laws permit. To the extent required to comply with the provisions of Rule 16b-3,
it is intended that each member of the Committee will be, at the time the Committee takes any action with respect to an Award
that is subject to Rule 16b-3, a “non-employee director” within the meaning of Rule 16b-3; however, a Committee member’s
failure to qualify as a “non-employee director” within the meaning of Rule 16b-3 will not invalidate any Award granted
by the Committee that is otherwise validly granted under the Plan.


 


(k)
“Common Stock” means the Class A common stock of the Company.


 


(l)
“Company” means Greenlane Holdings, Inc., a Delaware corporation, or any successor.


 


(m)
“Consultant” means any person, including any adviser, engaged by the Company or its parent or Affiliate
to render services to such entity if the consultant or adviser: (i) renders bona fide services to the Company; (ii) renders
services not in connection with the offer or sale of securities in a capital-raising transaction and does not directly or indirectly
promote or maintain a market for the Company’s securities; and (iii) is a natural person.


 


(n)
“Designated Beneficiary” means the beneficiary or beneficiaries the Participant designates, in a manner
the Administrator determines, to receive amounts due or exercise the Participant’s rights if the Participant dies or becomes
incapacitated. Without a Participant’s effective designation, “Designated Beneficiary” will mean the Participant’s
estate.


 


(o)
“Director” means a Board member.


 


(p)
“Dividend Equivalents” means a right granted to a Participant under Section 7(b) to receive the equivalent
value (in cash or Shares) of dividends paid on Shares.


 


(q)
“DRO” means a domestic relations order as defined by the Code or Title I of the Employee Retirement
Income Security Act of 1974, as amended, or the rules thereunder.


 


(r)
“Employee” means any employee of the Company or its Affiliates.


 






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(s)
“Equity Restructuring” means, as the Administrator determines, a nonreciprocal transaction between the
Company and its stockholders, such as a stock dividend, stock split, spin-off or recapitalization through a large, nonrecurring
cash dividend, affecting the Shares (or other Company securities) or the share price of Common Stock (or other Company securities)
and causing a change in the per share value of the Common Stock underlying outstanding Awards.


 


(t)
“Exchange Act” means the Securities Exchange Act of 1934, as amended.


 


(u)
“Fair Market Value” means, as of any date, the value of Common Stock determined as follows: (i) if the
Common Stock is listed on any established stock exchange, the closing sales price for such Common Stock as quoted on such exchange
for such date, or if no sale occurred on such date, the first market trading day immediately before such date during which a sale
occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; (ii) if the Common
Stock is not traded on a stock exchange but is quoted on a national market or other quotation system, the closing sales price
on such date, or if no sales occurred on such date, then on the date immediately before such date on which sales prices are reported,
as reported in The Wall Street Journal or another source the Administrator deems reliable; or (iii) without an established
market for the Common Stock, the Administrator will determine the Fair Market Value in its discretion.


 


Notwithstanding
the foregoing, with respect to any Award granted after the effectiveness of the Company’s registration statement relating
to its initial public offering and prior to the Public Trading Date, the Fair Market Value shall mean the initial public offering
price of a Share as set forth in the Company’s final prospectus relating to its initial public offering filed with the Securities
and Exchange Commission.


 


(v)
“Greater Than 10% Stockholder” means an individual then owning (within the meaning of Section 424(d)
of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or its subsidiary or parent
corporation, as defined in Section 424(e) and (f) of the Code, respectively.


 


(w)
“Incentive Stock Option” means an Option intended to qualify as an “incentive stock option”
as defined in Section 422 of the Code.


 


(x)
“Non-Qualified Stock Option” means an Option, or portion thereof, not intended or not qualifying as
an Incentive Stock Option.


 


(y)
“Option” means an option to purchase Shares.


 


(z)
“Other Stock or Cash Based Awards” means cash awards, awards of Shares, and other awards valued wholly
or partially by referring to, or are otherwise denominated in, based on or linked to, Shares or other property.


 


(aa)
“Overall Share Limit” means the sum of (i) [●] Shares and (ii) an annual increase on the first
day of each calendar year beginning January 1, 2020 and ending on and including January 1, 2028, equal to the least of (A) [●],
(B) 5% of the aggregate number of shares of the Company’s Class A Common Stock and the Company’s Class B common stock
plus one-third of the Company’s Class C common stock outstanding on the final day of the immediately preceding calendar
year and (C) such smaller number of Shares as is determined by the Board.


 


(bb)
“Participant” means a Service Provider who has been granted an Award.


 


(cc)
“Performance Criteria” means mean the criteria (and adjustments) that the Administrator may select for
an Award to establish performance goals for a performance period.


 


(dd)
“Performance Goals” shall mean, for a Performance Period, one or more goals established by the Administrator
for the Performance Period based upon one or more Performance Criteria. Depending on the Performance Criteria used to establish
such Performance Goals, Performance Goals may be expressed in terms of overall Company performance or the performance of an Affiliate,
division, operating or business unit, or an individual.


 


(ee)
“Performance Period” shall mean one or more periods of time, which may be of varying and overlapping
durations, as the Administrator may select, over which the attainment of one or more Performance Goals will be measured for the
purpose of determining a Holder’s right to, and the payment of, an Award.


 


(ff)
“Plan” means this 2019 Equity Incentive Plan.


 






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(gg)
“Public Trading Date” shall mean the first date upon which Common Stock is listed upon notice of issuance
on any securities exchange or designated upon notice of issuance as a national market security on an interdealer quotation system.


 


(hh)
“Restricted Stock” means Shares awarded to a Participant under Section 6 subject to certain vesting
conditions and other restrictions.


 


(ii)
“Restricted Stock Unit” means an unfunded, unsecured right to receive, on the applicable settlement
date, one Share or an amount in cash or other consideration determined by the Administrator to be of equal value as of such payment
date, subject to certain vesting conditions and other restrictions.


 


(jj)
“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act.


 


(kk)
“Section 409A” means Section 409A of the Code and all regulations, guidance, compliance programs and
other interpretative authority thereunder.


 


(ll)
“Securities Act” means the Securities Act of 1933, as amended.


 


(mm)
“Service Provider” means an Employee, Consultant or Director of the Company or any subsidiary of the
Company.


 


(nn)
“Shares” means shares of Common Stock.


 


(oo)
“Significant Stockholder” shall mean any “person” or related “group” of “persons”
(as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) that, immediately following the issuance of Common
Stock and Class B common stock to holders of equity interests in Greenlane Holdings, LLC in connection with the Company’s
initial public offering and prior to the Public Trading Date, holds 10% or more of the total combined voting power of all classes
of common stock of the Company (ignoring for purposes of such calculation any Common Stock issued in connection with the Company’s
initial public offering to persons or entities other than the holders of equity interests in Greenlane Holdings, LLC).


 


(pp)
“Stock Appreciation Right” means a stock appreciation right granted under Section 5.


 


(qq)
“Subsidiary” means any entity (other than the Company or Greenlane Holdings, LLC), whether domestic
or foreign, in an unbroken chain of entities beginning with the Company or Greenlane Holdings, LLC if each of the entities other
than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing
at least 50% of the total combined voting power of all classes of securities or interests in one of the other entities in such
chain.


 


(rr)
“Termination of Service” means the date the Participant ceases to be a Service Provider.


 


***


 


 


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