Exhibit 10.4


 





 



 


 


 


 


 


 


 


 


TAX RECEIVABLE
AGREEMENT


 


by and among


 


GREENLANE HOLDINGS,
INC.,


 


GREENLANE HOLDINGS,
LLC


 


and


 


THE MEMBERS
OF GREENLANE HOLDINGS, LLC


FROM TIME TO
TIME PARTY HERETO


 


Dated as of [●],
2019


 


 


 


 


 


 


 





 



 




     


     


    

 


CONTENTS


 


	 	 	Page
	Article I. DEFINITIONS	2
	Section 1.1	Definitions	2
	Section 1.2	Rules of Construction	8
	 	 	 
	Article II. DETERMINATION OF REALIZED TAX BENEFIT	9
	Section 2.1	Basis Adjustments; Greenlane Holdings, LLC 754 Election	9
	Section 2.2	Basis Schedules	9
	Section 2.3	Tax Benefit Schedules	10
	Section 2.4	Procedures; Amendments	10
	 	 	 
	Article III. TAX BENEFIT PAYMENTS	11
	Section 3.1	Timing and Amount of Tax Benefit Payments	11
	Section 3.2	No Duplicative Payments	13
	Section 3.3	Pro-Ration of Payments as Between the Members	13
	 	 	 
	Article IV. TERMINATION	14
	Section 4.1	Early Termination of Agreement; Breach of Agreement	14
	Section 4.2	Early Termination Notice	15
	Section 4.3	Payment upon Early Termination	15
	 	 	 
	Article V. SUBORDINATION AND LATE PAYMENTS	16
	Section 5.1	Subordination	16
	Section 5.2	Late Payments by the Corporation	16
	 	 	 
	Article VI. TAX MATTERS; CONSISTENCY; COOPERATION	16
	Section 6.1	Participation in the Corporation’s and Greenlane Holdings, LLC’s Tax Matters	16
	Section 6.2	Consistency	16
	Section 6.3	Cooperation	17
	 	 	 
	Article VII. MISCELLANEOUS	17
	Section 7.1	Notices	17
	Section 7.2	Counterparts	17
	Section 7.3	Entire Agreement; No Third Party Beneficiaries	17
	Section 7.4	Governing Law	18
	Section 7.5	Severability	18
	Section 7.6	Assignments; Amendments; Successors; No Waiver	18
	Section 7.7	Titles and Subtitles	18
	Section 7.8	Resolution of Disputes	19
	Section 7.9	Reconciliation	20
	Section 7.10	Withholding	20
	Section 7.11	Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets	20
	Section 7.12	Confidentiality	21
	Section 7.13	Change in Law	21
	Section 7.14	Interest Rate Limitation	21
	Section 7.15	Independent Nature of Rights and Obligations	21





  


Exhibits


 


	Exhibit A	 	-	 	Form of Joinder Agreement


 




    i


     


    

 


TAX RECEIVABLE
AGREEMENT


 


This TAX RECEIVABLE
AGREEMENT (this “Agreement”), dated as of [●], 2019, is hereby entered into by and among Greenlane Holdings,
Inc., a Delaware corporation (the “Corporation”), Greenlane Holdings, LLC, a Delaware limited liability company
formerly known as Jacoby Holdings LLC (“Greenlane Holdings, LLC”) and each of the Members from time to time
party hereto. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.1.


 


RECITALS


 


WHEREAS, Greenlane
Holdings, LLC is treated as a partnership for U.S. federal income tax purposes;


 


WHEREAS, each of
the members of Greenlane Holdings, LLC as of the date hereof other than the Corporation (such members, together with each other
Person who becomes party hereto by satisfying the Joinder Requirement, the “Members”) owns common limited liability
company interests in Greenlane Holdings, LLC (the “Units”);


 


WHEREAS, the Corporation
intends to issue shares of its Class A common stock, par value $0.01 per share (the “Class A Common Stock”),
to certain purchasers in an initial public offering of its Class A Common Stock (the “IPO”);


 


WHEREAS, on the
closing date of the IPO (the “IPO Closing Date”), the Corporation will acquire newly-issued Units directly from
Greenlane Holdings, LLC using proceeds from the IPO and will become the managing member of Greenlane Holdings, LLC;


 


WHEREAS, on and
after the IPO Closing Date, pursuant to Article XI of the Operating Agreement (as defined below), each Member has the right, in
its sole discretion, from time to time to have all or a portion its Units redeemed by Greenlane Holdings, LLC for, at the Corporation’s
election, cash or Class A Common Stock (a “Redemption”); provided that, at the election
of the Corporation in its sole discretion, the Corporation may effect a direct exchange of such cash or shares of Class A
Common Stock for such Units (a “Direct Exchange”);


 


WHEREAS, on the
IPO Closing Date, the Corporation will acquire additional Units from certain Members in a Direct Exchange pursuant to the terms
of the IPO Common Unit Redemption Agreement (as defined below) and may in the future acquire additional Units from such Members
pursuant to the terms of the IPO Common Unit Redemption Agreement;


 


WHEREAS, Greenlane
Holdings, LLC will have in effect an election under Section 754 of the Code as provided under Section 2.1(b) for
the Taxable Year (as defined below) in which any Exchange (as defined below) occurs, which election will result in an adjustment
to the Corporation’s share of the tax basis of the assets owned by Greenlane Holdings, LLC and its relevant subsidiaries
(including any subsidiaries that are classified as partnerships for U.S. federal income tax purposes and have made an election
under Section 754 of the Code) (Greenlane Holdings, LLC and its relevant subsidiaries, the “Greenlane Holdings, LLC
Group”), as of the date of the Exchange, with a consequent result on the taxable income subsequently derived therefrom;
and


 


WHEREAS, the parties
to this Agreement desire to provide for certain payments and make certain arrangements with respect to any tax benefits to be derived
by the Corporation as the result of Exchanges and making payments under this Agreement.


  






     


     


    

 


NOW, THEREFORE,
in consideration of the foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound
hereby, the parties hereto agree as follows:


 


Article
I

DEFINITIONS


 


Section 1.1 Definitions. As used
in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings to be
equally applicable to both (i) the singular and plural and (ii) the active and passive forms of the terms defined).


 


“10% Member”
is defined in Section 6.1 of this Agreement.


 


“Actual
Interest Amount” is defined in Section 3.1(b)(vii) of this Agreement.


 


“Actual
Tax Liability” means, with respect to any Taxable Year, the liability for Covered Taxes of the Corporation (a) appearing
on Tax Returns of the Corporation for such Taxable Year and (b) if applicable, determined in accordance with a Determination
(including interest imposed in respect thereof under applicable law).


 


“Advisory
Firm” means an accounting firm that is nationally recognized as being expert in Covered Tax matters, selected by the
Corporation.


 


“Affiliate”
means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls,
is Controlled by, or is under common Control with, such first Person.


 


“Agreed
Rate” means LIBOR plus 100 basis points.


 


“Agreement”
is defined in the recitals to this Agreement.


 


“Amended
Schedule” is defined in Section 2.4(b) of this Agreement.


 


“Attributable”
is defined in Section 3.1(b)(i) of this Agreement.


 


“Audit Committee”
means the audit committee of the Board.


 


“Basis Adjustment”
means the increase or decrease to, or the Corporation’s share of, the tax basis of the Reference Assets (i) under Section 734(b),
743(b), 754 and 755 of the Code and, in each case, the comparable sections of U.S. state and local tax law (in situations where,
following an Exchange, Greenlane Holdings, LLC remains in existence as an entity for tax purposes) and (ii) under Sections
732 and 1012 of the Code and, in each case, the comparable sections of U.S. state and local tax law (in situations where, as a
result of one or more Exchanges, Greenlane Holdings, LLC becomes an entity that is disregarded as separate from its owner for tax
purposes), in each case, as a result of any Exchange and any payments made under this Agreement. Notwithstanding any other provision
of this Agreement, the amount of any Basis Adjustment resulting from an Exchange of one or more Units shall be determined without
regard to any Pre-Exchange Transfer of such Units and as if any such Pre-Exchange Transfer had not occurred.


 


“Basis Schedule”
is defined in Section 2.2 of this Agreement.


 


“Beneficial
Owner” means, with respect to any security, a Person who directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of,
with respect to such security and/or (ii) investment power, which includes the power to dispose of, or to direct the disposition
of, such security.


 


“Board”
means the Board of Directors of the Corporation.


 


“Business
Day” means any day excluding Saturday, Sunday and any day that is a legal holiday under the laws of the State of New
York or is a day on which banking institutions located in New York are closed.


 






    2


     


    

 


“Change
of Control” means the occurrence of any of the following events:


 


(1) any
“person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act (excluding any
“person” or “group” who, on the date of the consummation of the IPO, is the Beneficial Owner of securities
of the Corporation representing more than fifty percent (50%) of the combined voting power of the Corporation’s then outstanding
voting securities)) becomes the Beneficial Owner of securities of the Corporation representing more than fifty percent (50%) of
the combined voting power of the Corporation’s then outstanding voting securities;


 


(2) the
shareholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation or there is consummated
an agreement or series of related agreements for the sale or other disposition, directly, or indirectly, by the Corporation of
all or substantially all of the Corporation’s assets (including a sale of assets of Greenlane Holdings, LLC), other than
such sale or other disposition by the Corporation of all or substantially all of the Corporation’s assets to an entity at
least fifty percent (50%) of the combined voting power of the voting securities of which are owned by shareholders of the Corporation
in substantially the same proportions as their ownership of the Corporation immediately prior to such sale;


 


(3) there
is consummated a merger or consolidation of the Corporation or any direct or indirect subsidiary of the Corporation (including
Greenlane Holdings, LLC) with any other corporation or other entity, and, immediately after the consummation of such merger or
consolidation, either (x) the board of directors of the Corporation immediately prior to the merger or consolidation does
not constitute at least a majority of the board of directors of the company surviving the merger or, if the surviving company is
a subsidiary, the ultimate parent thereof, or (y) all of the Persons who were the respective Beneficial Owners of the voting
securities of the Corporation immediately prior to such merger or consolidation do not Beneficially Own, directly or indirectly,
more than 50% of the combined voting power of the then outstanding voting securities of the Person resulting from such merger or
consolidation;


 


(4) the
following individuals cease for any reason to constitute a majority of the number of directors of the Corporation then serving:
individuals who were directors of the Corporation on the date of the consummation of the IPO and any new director (other than a
director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited
to a consent solicitation, relating to the election of directors of the Corporation) whose appointment or election by the board
of directors of the Corporation or nomination for election by the Corporation’s shareholders was approved or recommended
by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors of the Corporation
on the date of the consummation of the IPO or whose appointment, election or nomination for election was previously so approved
or recommended by the directors referred to in this clause 4; or


 


(5) a
“change of control” or similar defined term in any agreement governing indebtedness of Greenlane Holdings, LLC or any
of its Subsidiaries with aggregate principal amount or aggregate commitments outstanding in excess of $25,000,000.


 


Notwithstanding the foregoing, a “Change
of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated
transactions immediately following which the record holders of the Class A Common Stock, Class B Common Stock and Class C
Common Stock of the Corporation immediately prior to such transaction or series of transactions continue to have substantially
the same proportionate ownership in and voting control over, and own substantially all of the shares of, an entity which owns all
or substantially all of the assets of the Corporation immediately following such transaction or series of transactions.


 


“Class A
Common Stock” is defined in the recitals to this Agreement.


 


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


 






    3


     


    

 


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


 


“Code”
means the U.S. Internal Revenue Code of 1986, as amended.


 


“Control”
means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person,
whether through ownership of voting securities, by contract or otherwise.


 


“Corporation”
is defined in the recitals to this Agreement.


 


“Corporation
Letter” means a letter prepared by the Corporation in connection with the performance of its obligations under this Agreement,
which states that the relevant Schedules, notices or other information to be provided by the Corporation to the Members, along
with all supporting schedules and work papers, were prepared in a manner that is consistent with the terms of this Agreement and,
to the extent not expressly provided in this Agreement, on a reasonable basis in light of the facts and law in existence on the
date such Schedules, notices or other information were delivered by the Corporation to the Members.


 


“Covered
Taxes” means any and all U.S. federal, state, local and foreign taxes, assessments or similar charges that are based
on or measured with respect to net income or profits, whether as an exclusive or an alternative basis (including for the avoidance
of doubt, franchise taxes), and any interest imposed in respect thereof under applicable law.


 


“Cumulative
Net Realized Tax Benefit” is defined in Section 3.1(b)(iii) of this Agreement.


 


“Default
Rate” means LIBOR plus 500 basis points.


 


“Default
Rate Interest” is defined in Section 3.1(b)(ix) of this Agreement.


 


“Determination”
shall have the meaning ascribed to such term in Section 1313(a) of the Code or similar provision of U.S. state, local or foreign
tax law, as applicable, or any other event (including the execution of IRS Form 870-AD) that finally and conclusively
establishes the amount of any liability for tax.


 


“Direct
Exchange” is defined in the recitals to this Agreement.


 


“Dispute”
is defined in Section 7.8(a) of this Agreement.


 


“Early Termination
Effective Date” means the date of an Early Termination Notice for purposes of determining the Early Termination Payment.


 


“Early Termination
Notice” is defined in Section 4.2 of this Agreement.


 


“Early Termination
Payment” is defined in Section 4.3(b) of this Agreement.


 


“Early Termination
Rate” means the Agreed Rate.


 


“Early Termination
Reference Date” is defined in Section 4.2 of this Agreement.


 


“Early Termination
Schedule” is defined in Section 4.2 of this Agreement.


 


“Exchange”
means any (i) Direct Exchange, (ii) Redemption or (iii) any transaction using proceeds of the IPO or any distribution
by Greenlane Holdings, LLC that in either case results in an adjustment under Section 743(b) of the Code with respect to the
Greenlane Holdings, LLC Group.


 


“Exchange
Act” means the Securities and Exchange Act of 1934, as amended, or any successor provisions thereto.


 






    4


     


    

 


“Exchange
Date” means the date of any Exchange.


 


“Expert”
is defined in Section 7.9 of this Agreement.


 


“Extension
Rate Interest” is defined in Section 3.1(b)(viii) of this Agreement.


 


“Final Payment
Date” means any date on which a payment is required to be made pursuant to this Agreement. For the avoidance of doubt,
the Final Payment Date in respect of a Tax Benefit Payment is determined pursuant to Section 3.1(a) of this
Agreement.


 


“Greenlane
Holdings, LLC” is defined in the recitals to this Agreement.


 


“Greenlane
Holdings, LLC Group” is defined in the recitals to this Agreement.


 


“Hypothetical
Tax Liability” means, with respect to any Taxable Year, the hypothetical liability of the Corporation that would arise
in respect of Covered Taxes, using the same methods, elections, conventions and similar practices used on the actual relevant Tax
Returns of the Corporation but (i) calculating depreciation, amortization, or other similar deductions, or otherwise calculating
any items of income, gain, or loss, using the Corporation’s share of the Non-Adjusted Tax Basis as reflected on
the Basis Schedule, including amendments thereto for such Taxable Year and (ii) excluding any deduction attributable to Imputed
Interest for such Taxable Year. For the avoidance of doubt, the Hypothetical Tax Liability shall be determined without taking into
account the carryover or carryback of any tax item (or portions thereof) that is attributable to any of the items described in
clauses (i) and (ii) of the previous sentence.


 


“Imputed
Interest” is defined in Section 3.1(b)(vi) of this Agreement.


 


“Independent
Directors” means the members of the Board who are “independent” under the standards set forth in Rule 10A-3 promulgated
under the U.S. Securities Exchange Act of 1933, as amended, and the corresponding rules of the applicable exchange on which the
Class A Common Stock is traded or quoted.


 


“IPO”
is defined in the recitals to this Agreement.


 


“IPO Closing
Date” is defined in the recitals to this Agreement.


 


“IPO Common
Unit Redemption Agreement” means that certain Common Unit Redemption Agreement, dated as of the date hereof, by and among
the Corporation and the Members that are parties thereto.


 


“IRS”
means the U.S. Internal Revenue Service.


 


“Joinder”
means a joinder to this Agreement, in form and substance substantially similar to Exhibit A to this Agreement.


 


“Joinder
Requirement” is defined in Section 7.6(a) of this Agreement.


 


“LIBOR”
means during any period, a rate per annum equal to the ICE LIBOR rate for a period of one month (“ICE LIBOR”),
as published on the applicable Bloomberg screen page (or such other commercially available source providing quotations of ICE LIBOR
as may be designated by the Corporation from time to time) at approximately 11:00 a.m., London time, two (2) Business Days
prior to the commencement of such period, for dollar deposits (for delivery on the first day of such period) with a term equivalent
to such period.


 


“Market
Value” shall mean the Common Unit Redemption Price, as defined in the Operating Agreement.


 






    5


     


    

 


“Member
Advisory Firm” means an accounting firm that is nationally recognized as being expert in Covered Tax matters, selected
by the applicable Member; provided that such accounting firm shall be different from the accounting firm serving as the Advisory
Firm.


 


“Members”
is defined in the recitals to this Agreement.


 


“Net Tax
Benefit” is defined in Section 3.1(b)(ii) of this Agreement.


 


“Non-Adjusted Tax
Basis” means, with respect to any Reference Asset at any time, the tax basis that such asset would have had at such time
if no Basis Adjustments had been made.


 


“Objection
Notice” is defined in Section 2.4(a)(i) of this Agreement.


 


“Operating
Agreement” means that certain Third Amended and Restated Operating Agreement of Greenlane Holdings, LLC, dated as of
the date hereof, as such agreement may be further amended, restated, supplemented and/or otherwise modified from time to time.


 


“Parties”
means the parties named on the signature pages to this agreement and each additional party that satisfies the Joinder Requirement,
in each case with their respective successors and assigns.


 


“Person”
means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association,
organization, governmental entity or other entity.


 


“Pre-Exchange Transfer”
means any transfer of one or more Units (including upon the death of a Member or upon the issuance of Units resulting from the
exercise of an option to acquire such Units) (i) that occurs after the IPO but prior to an Exchange of such Units and (ii) to
which Section 743(b) of the Code applies.


 


“Realized
Tax Benefit” is defined in Section 3.1(b)(iv) of this Agreement.


 


“Realized
Tax Detriment” is defined in Section 3.1(b)(v) of this Agreement.


 


“Reconciliation
Dispute” is defined in Section 7.9 of this Agreement.


 


“Reconciliation
Procedures” is defined in Section 2.4(a) of this Agreement.


 


“Redemption”
has the meaning in the recitals to this Agreement.


 


“Reference
Asset” means any asset of Greenlane Holdings, LLC or any of its successors or assigns, and whether held directly by Greenlane
Holdings, LLC or indirectly by Greenlane Holdings, LLC through a member of the Greenlane Holdings, LLC Group, at the time of an
Exchange. A Reference Asset also includes any asset the tax basis of which is determined, in whole or in part, by reference to
the tax basis of an asset that is described in the preceding sentence, including “substituted basis property” within
the meaning of Section 7701(a)(42) of the Code.


 


“Schedule”
means any of the following: (i) a Basis Schedule, (ii) a Tax Benefit Schedule, or (iii) the Early Termination Schedule,
and, in each case, any amendments thereto.


 


“Senior
Obligations” is defined in Section 5.1 of this Agreement.


 


“Subsidiary”
means, with respect to any Person and as of any determination date, any other Person as to which such first Person (i) owns,
directly or indirectly, or otherwise controls, more than 50% of the voting power or other similar interests of such other Person
or (ii) is the sole general partner interest, or managing member or similar interest, of such Person.


 






    6


     


    

 


“Subsidiary
Stock” means any stock or other equity interest in any subsidiary entity of the Corporation that is treated as a corporation
for U.S. federal income tax purposes.


 


“Supermajority
Member Approval” means written approval by Members whose rights under this Agreement are attributable to at least seventy
percent (70%) of the Units outstanding (and not held by the Corporation) immediately after the IPO (as appropriately adjusted for
any subsequent changes to the number of outstanding Units). For purposes of this definition, a Member’s rights under this
Agreement shall be attributed to Units as of the time of a determination of Supermajority Member Approval. For the avoidance of
doubt, (i) an Exchanged Unit shall be attributed only to the Member entitled to receive Tax Benefit Payments with respect
to such Exchanged Unit (i.e., the Exchangor or the assignee of its rights hereunder) and (ii) an outstanding Unit that has
not yet been Exchanged shall be attributed only to the Member entitled to receive Tax Benefit Payments upon the Exchange of such
Unit (i.e., the member of Greenlane Holdings, LLC or the assignee of its rights hereunder).


 


“Tax Benefit
Payment” is defined in Section 3.1(b) of this Agreement.


 


“Tax Benefit
Schedule” is defined in Section 2.3(a) of this Agreement.


 


“Tax Return”
means any return, declaration, report or similar statement required to be filed with respect to taxes (including any attached schedules),
including, without limitation, any information return, claim for refund, amended return and declaration of estimated tax.


 


“Taxable
Year” means a taxable year of the Corporation as defined in Section 441(b) of the Code or comparable section of
U.S. state or local tax law, as applicable (and, therefore, for the avoidance of doubt, may include a period of less than 12 months
for which a Tax Return is made), ending on or after the closing date of the IPO.


 


“Taxing
Authority” shall mean any national, federal, state, county, municipal, or local government, or any subdivision, agency,
commission or authority thereof, or any quasi-governmental body, or any other authority of any kind, exercising regulatory or other
authority in relation to tax matters.


 


“Termination
Objection Notice” is defined in Section 4.2 of this Agreement.


 


“Treasury
Regulations” means the final, temporary, and (to the extent they can be relied upon) proposed regulations under the Code,
as promulgated from time to time (including corresponding provisions and succeeding provisions) as in effect for the relevant taxable
period.


 


“U.S.”
means the United States of America.


 


“Units”
is defined in the recitals to this Agreement.


 


“Valuation
Assumptions” shall mean, as of an Early Termination Effective Date, the assumptions that:


 


(1) in
each Taxable Year ending on or after such Early Termination Effective Date, the Corporation will have taxable income sufficient
to fully use the deductions arising from the Basis Adjustments and the Imputed Interest during such Taxable Year or future Taxable
Years (including, for the avoidance of doubt, Basis Adjustments and Imputed Interest that would result from future Tax Benefit
Payments that would be paid in accordance with the Valuation Assumptions) in which such deductions would become available;


 


(2) the
U.S. federal, state and local income tax rates that will be in effect for each such Taxable Year will be those specified
for each such Taxable Year by the Code and other law as in effect on the Early Termination Effective Date, except to the
extent any change to such tax rates for such Taxable Year have already been enacted into law;


 






    7


     


    

 


(3) all
taxable income of the Corporation will be subject to the maximum applicable tax rates for each Covered Tax throughout the relevant
period;


 


(4) any
loss carryovers or carrybacks generated by any Basis Adjustment or Imputed Interest (including such Basis Adjustment and Imputed
Interest generated as a result of payments under this Agreement) and available as of the date of the Early Termination Schedule
will be used by the Corporation ratably in each Taxable Year from the date of the Early Termination Schedule through the scheduled
expiration date of such loss carryovers or carrybacks; by way of example, if on the date of the Early Termination Schedule the
Corporation had $100 of net operating losses with a carryforward period of ten (10) years, $10 of such net operating losses
would be used in each of the ten (10) consecutive Taxable Years beginning in the Taxable Year of such Early Termination Schedule;


 


(5)
any non-amortizable assets (other than Subsidiary Stock) will be disposed of on the fifteenth anniversary of the
earlier of (i) the applicable Basis Adjustment and (ii) the Early Termination Effective Date;


 


(6) any
Subsidiary Stock will be deemed never to be disposed of except if Subsidiary Stock is directly disposed of in the Change of Control;


 


(7) if,
on the Early Termination Effective Date, any Member has Units that have not been Exchanged, then such Units shall be deemed to
be Exchanged for the Market Value of the shares of Class A Common Stock that would be received by such Member if such Units
had been Exchanged on the Early Termination Effective Date, and such Member shall be deemed to receive the amount of cash such
Member would have been entitled to pursuant to Section 4.3(a) had such Units actually been Exchanged on the Early Termination
Effective Date and


 


(8) any
payment obligations pursuant to this Agreement will be satisfied on the date that any Tax Return to which such payment obligation
relates is required to be filed excluding any extensions.


 


Section 1.2 Rules of Construction.
Unless otherwise specified herein:


 


(a) The
meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.


 


(b) For
purposes of interpretation of this Agreement:


 


(i) The
words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import
when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision thereof.


 


(ii) References
in this Agreement to a Schedule, Article, Section, clause or sub-clause refer to the appropriate Schedule to, or Article,
Section, clause or subclause in, this Agreement.


 


(iii) References
in this Agreement to dollars or “$” refer to the lawful currency of the United States of America.


 


(iv) The
term “including” is by way of example and not limitation.


 


(v) The
term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial
statements and other writings, however evidenced, whether in physical or electronic form.


 






    8


     


    

 


(c) In
the computation of periods of time from a specified date to a later specified date, the word “from” means “from
and including;” the words “to” and “until” each mean “to but excluding;” and the word
“through” means “to and including.”


 


(d) Section
headings herein are included for convenience of reference only and shall not affect the interpretation of this Agreement.


 


(e) Unless
otherwise expressly provided herein, (a) references to organization documents (including the Operating Agreement), agreements
(including this Agreement) and other contractual instruments shall be deemed to include all subsequent amendments, restatements,
extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions,
supplements and other modifications are permitted hereby; and (b) references to any law (including the Code and the Treasury
Regulations) shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting
such Law.


 


Article
II

DETERMINATION OF REALIZED TAX BENEFIT


 


Section 2.1 Basis
Adjustments; Greenlane Holdings, LLC 754 Election.


 


(a) Basis
Adjustments. The Parties acknowledge and agree that (A) each Redemption, including each Redemption pursuant to the IPO
Common Unit Redemption Agreement, shall be treated as a direct purchase of Units by the Corporation from the applicable Member
pursuant to Section 707(a)(2)(B) of the Code and (B) each Exchange will give rise to Basis Adjustments. In connection
with any Exchange, the Parties acknowledge and agree that, pursuant to applicable law, the Corporation’s share of the basis
in the Reference Assets shall be increased (or decreased) by the excess (or deficiency), if any, of (A) the sum of (x) the
Market Value of Class A Common Stock or the cash transferred to a Member pursuant to an Exchange as payment for the Units,
(y) the amount of payments made pursuant to this Agreement with respect to such Exchange and (z) the amount of liabilities
allocated to the Units acquired pursuant to the Exchange, over (B) the Corporation’s proportionate share of the basis
of the Reference Assets immediately after the Exchange attributable to the Units exchanged, determined as if each relevant member
of the Greenlane Holdings, LLC Group (including, for the avoidance of doubt, Greenlane Holdings, LLC) remains in existence as an
entity for tax purposes and no member of the Greenlane Holdings, LLC Group (including, for the avoidance of doubt, Greenlane Holdings,
LLC) made the election provided by Section 754 of the Code. For the avoidance of doubt, payments made under this Agreement
shall not be treated as resulting in a Basis Adjustment to the extent such payments are treated as Imputed Interest or Default
Rate Interest. Further, the Parties intend that Basis Adjustments be calculated in accordance with Treasury Regulations Section 1.743-1.


 


(b) Greenlane
Holdings, LLC Section 754 Election. In its capacity as the sole managing member of Greenlane Holdings, LLC, the
Corporation will ensure that, on and after the date hereof and continuing throughout the term of this Agreement, Greenlane
Holdings, LLC will have in effect an election under Section 754 of the Code (and under any similar provisions of
applicable U.S. state or local law) for each Taxable Year.


 


Section 2.2 Basis
Schedules. Within one hundred fifty (150) calendar days after the filing of the U.S. federal income Tax Return of the
Corporation for each relevant Taxable Year, the Corporation shall deliver to the Members a schedule (the “Basis Schedule”)
that shows, in reasonable detail as necessary in order to understand the calculations performed under this Agreement: (a) the Non-Adjusted Tax
Basis of the Reference Assets as of each applicable Exchange Date; (b) the Basis Adjustments with respect to the Reference
Assets as a result of the relevant Exchanges effected in such Taxable Year, calculated (I) in the aggregate (including, for
the avoidance of doubt, Exchanges by all Members) and (II) solely with respect to Exchanges by the applicable Member; (c) the
period (or periods) over which the Reference Assets are amortizable and/or depreciable; and (d) the period (or periods) over
which each Basis Adjustment is amortizable and/or depreciable. The Basis Schedule will become final and binding on the Parties
pursuant to the procedures set forth in Section 2.4(a) and may be amended by the Parties pursuant to the
procedures set forth in Section 2.4(b).


 






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Section 2.3 Tax
Benefit Schedules.


 


(a) Tax
Benefit Schedule. Within one hundred fifty (150) calendar days after the filing of the U.S. federal income Tax Return
of the Corporation for any Taxable Year in which there is a Realized Tax Benefit or Realized Tax Detriment, the Corporation shall
provide to the Members a schedule showing, in reasonable detail, the calculation of the Realized Tax Benefit or Realized Tax Detriment
for such Taxable Year (a “Tax Benefit Schedule”). The Tax Benefit Schedule will become final and binding on
the Parties pursuant to the procedures set forth in Section 2.4(a), and may be amended by the Parties pursuant
to the procedures set forth in Section 2.4(b).


 


(b) Applicable
Principles. Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each
Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation for such Taxable
Year attributable to the Basis Adjustments and Imputed Interest, as determined using a “with and without”
methodology described in Section 2.4(a). Carryovers or carrybacks of any tax item attributable to any Basis
Adjustment or Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the
appropriate provisions of U.S. state and local tax law, as applicable, governing the use, limitation and expiration of
carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax item includes a portion that is
attributable to a Basis Adjustment or Imputed Interest (a “TRA Portion”) and another portion that is not (a
“Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and
without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed
by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the
provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such
carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The
Parties agree that, subject to the second to last sentence of Section 2.1(a), all Tax Benefit Payments
attributable to an Exchange will be treated as subsequent upward purchase price adjustments that give rise to further Basis
Adjustments for the Corporation beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments
will be incorporated into such Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment
benefits with respect to a Tax Benefit Payment equals an immaterial amount.


 


Section 2.4 Procedures;
Amendments.


 


(a) Procedures.
Each time the Corporation delivers an applicable Schedule to the Members under this Agreement, including any Amended Schedule
delivered pursuant to Section 2.4(b), but excluding any Early Termination Schedule or amended Early
Termination Schedule delivered pursuant to the procedures set forth in Section 4.2, the Corporation shall
also: (x) deliver supporting schedules and work papers, as determined by the Corporation or as reasonably requested by
any Member, that provide a reasonable level of detail regarding the data and calculations that were relevant for purposes of
preparing the Schedule; (y) deliver a Corporation Letter supporting such Schedule; and (z) allow the Members and
their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation or as
reasonably requested by the Members, at the Corporation and the Advisory Firm in connection with a review of such Schedule.
Without limiting the generality of the preceding sentence, the Corporation shall ensure that any Tax Benefit Schedule that is
delivered to the Members, along with any supporting schedules and work papers, provides a reasonably detailed presentation of
the calculation of the Actual Tax Liability of the Corporation for the relevant Taxable Year (the “with”
calculation) and the Hypothetical Tax Liability of the Corporation for such Taxable Year (the “without”
calculation), and identifies any material assumptions or operating procedures or principles that were used for purposes of
such calculations. An applicable Schedule or amendment thereto shall become final and binding on the Parties thirty
(30) calendar days from the date on which the Members first received the applicable Schedule or amendment
thereto unless:


 


(i) a
Member within thirty (30) calendar days after receiving the applicable Schedule or amendment thereto, provides the Corporation
with (A) written notice of a material objection to such Schedule that is made in good faith and that sets forth in reasonable
detail such Member’s material objection (an “Objection Notice”) and (B) a letter from a Member Advisory
Firm in support of such Objection Notice; or


 


(ii) each
Member provides a written waiver of its right to deliver an Objection Notice within the time period described in clause (i) above,
in which case such Schedule or amendment thereto becomes binding on the date the waiver from all Members is received by the Corporation.


 






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In the event that a Member timely delivers
an Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the
issues raised in the Objection Notice within thirty (30) calendar days after receipt by the Corporation of the Objection Notice,
the Corporation and the Member shall employ the reconciliation procedures as described in Section 7.9 of
this Agreement (the “Reconciliation Procedures”). For the avoidance of doubt, and notwithstanding anything to
the contrary herein, the expense of preparing and obtaining the letter from a Member Advisory Firm referenced in clause (i) above
shall be borne solely by the relevant Member and the Corporation shall have no liability with respect to such letter or any of
the expenses associated with its preparation and delivery.


 


(b) Amended
Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporation: (i) in connection
with a Determination affecting such Schedule; (ii) to correct inaccuracies in the Schedule identified as a result of the receipt
of additional factual information relating to a Taxable Year after the date the Schedule was originally provided to the Member;
(iii) to comply with an Expert’s determination under the Reconciliation Procedures applicable to this Agreement; (iv) to
reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward
of a loss or other Tax item to such Taxable Year; (v) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment
for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year; or (vi) to adjust a Basis Schedule
to take into account any Tax Benefit Payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”).


 


ARTICLE III


TAX BENEFIT
PAYMENTS


 


Section 3.1 Timing
and Amount of Tax Benefit Payments.


 


(a) Timing
of Payments. Subject to Sections 3.2 and 3.3, within three (3) Business Days following the
date on which each Tax Benefit Schedule that is required to be delivered by the Corporation to the Members pursuant to Section 2.3(a) of
this Agreement becomes final in accordance with Section 2.4(a) of this Agreement (such date, the “Final
Payment Date” in respect of any Tax Benefit Payment), the Corporation shall pay to each relevant Member the Tax Benefit Payment
as determined pursuant to Section 3.1(b). Each such Tax Benefit Payment shall be made by wire transfer of immediately
available funds to the bank account previously designated by such Members or as otherwise agreed by the Corporation and such Members.
For the avoidance of doubt, the Members shall not be required under any circumstances to return any portion of any Tax Benefit
Payment previously paid by the Corporation to the Members (including any portion of any Early Termination Payment).


 


(b) Amount
of Payments. For purposes of this Agreement, a “Tax Benefit Payment” with respect to any Member means an
amount, not less than zero, equal to the sum of: (i) the Net Tax Benefit that is Attributable to such Member and (ii) the
Actual Interest Amount.


 


(i) Attributable.
A Net Tax Benefit is “Attributable” to a Member to the extent that it is derived from any Basis Adjustment
or Imputed Interest that is attributable to an Exchange undertaken by or with respect to such Member.


 


(ii) Net
Tax Benefit. The “Net Tax Benefit” for a Taxable Year equals the amount of the excess, if any, of (x)
85% of the Cumulative Net Realized Tax Benefit Attributable to such Member as of the end of such Taxable Year over
(y) the aggregate amount of all Tax Benefit Payments previously made to such Member under
this Section 3.1. For the avoidance of doubt, if the Cumulative Net Realized Tax Benefit as of the end of
any Taxable Year is less than the aggregate amount of all Tax Benefit Payments previously made to a Member, such Member shall
not be required to return any portion of any Tax Benefit Payment previously made by the Corporation to such Member.


 






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(iii) Cumulative
Net Realized Tax Benefit. The “Cumulative Net Realized Tax Benefit” for a Taxable Year equals the
cumulative amount of Realized Tax Benefits for all Taxable Years of the Corporation, up to and including such Taxable Year,
net of the cumulative amount of Realized Tax Detriments for the same period. The Realized Tax Benefit and Realized Tax
Detriment for each Taxable Year shall be determined based on the most recent Tax Benefit Schedule or Amended Schedule, if
any, in existence at the time of such determination.


 


(iv) Realized
Tax Benefit. The “Realized Tax Benefit” for a Taxable Year equals the excess, if any, of the
Hypothetical Tax Liability over the Actual Tax Liability for such Taxable Year. If all or a portion of the Actual Tax
Liability for such Taxable Year arises as a result of an audit or similar proceeding by a Taxing Authority of any Taxable
Year, such liability shall not be included in determining the Realized Tax Benefit unless and until there has been a
Determination.


 


(v) Realized
Tax Detriment. The “Realized Tax Detriment” for a Taxable Year equals the excess, if any, of the
Actual Tax Liability over the Hypothetical Tax Liability for such Taxable Year. If all or a portion of the Actual Tax
Liability for such Taxable Year arises as a result of an audit or similar proceeding by a Taxing Authority of any Taxable
Year, such liability shall not be included in determining the Realized Tax Detriment unless and until there has been a
Determination.


 


(vi) Imputed
Interest. The principles of Sections 1272, 1274, or 483 of the Code, as applicable, and the principles of any similar
provision of U.S. state and local law, will apply to cause a portion of any Net Tax Benefit payable by the Corporation to a
Member under this Agreement to be treated as imputed interest (“Imputed Interest”). For the avoidance of doubt,
the deduction for the amount of Imputed Interest as determined with respect to any Net Tax Benefit payable by the Corporation
to a Member shall be excluded in determining the Hypothetical Tax Liability of the Corporation for purposes of calculating
Realized Tax Benefits and Realized Tax Detriments pursuant to this Agreement.


 


(vii) Actual
Interest Amount. The “Actual Interest Amount” calculated in respect of the Net Tax Benefit for a
Taxable Year will equal the amount of any Extension Rate Interest.


 


(viii) Extension
Rate Interest. The amount of “Extension Rate Interest” calculated in respect of the Net Tax Benefit
(including previously accrued Imputed Interest) for a Taxable Year will equal interest calculated at the Agreed Rate from the
due date (without extensions) for filing the U.S. federal income Tax Return of the Corporation for such Taxable Year until
the date on which the Corporation makes a timely Tax Benefit Payment to the Member on or before the Final Payment Date as
determined pursuant to Section 3.1(a).


 


(ix) Default
Rate Interest. In the event that the Corporation does not make timely payment of all or any portion of a Tax Benefit
Payment to a Member on or before the Final Payment Date as determined pursuant to Section 3.1(a), the amount
of “Default Rate Interest” calculated in respect of the Net Tax Benefit (including previously accrued Imputed
Interest and Extension Rate Interest) for a Taxable Year will equal interest calculated at the Default Rate from the Final
Payment Date for a Tax Benefit Payment as determined pursuant to Section 3.1(a) until the date on which
the Corporation makes such Tax Benefit Payment to such Member. For the avoidance of doubt, any deduction for any Default Rate
Interest as determined with respect to any Net Tax Benefit payable by the Corporation to a Member shall be included in the
Hypothetical Tax Liability of the Corporation for purposes of calculating Realized Tax Benefits and Realized Tax Detriments
pursuant to this Agreement.


 






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(x)
The Corporation and the Members hereby acknowledge and agree that, as of the date of this Agreement and as of the date of any
future Exchange that may be subject to this Agreement, the aggregate value of the Tax Benefit Payments cannot be reasonably
ascertained for U.S. federal income or other applicable tax purposes.


 


(c) Interest.
The provisions of Section 3.1(b) are intended to operate so that interest will effectively accrue in
respect of the Net Tax Benefit for any Taxable Year as follows:


 


(i) first,
at the applicable rate used to determine the amount of Imputed Interest under the Code (from the relevant Exchange Date until the
due date (without extensions) for filing the U.S. federal income Tax Return of the Corporation for such Taxable Year);


 


(ii) second,
at the Agreed Rate in respect of any Extension Rate Interest (from the due date (without extensions) for filing the U.S. federal
income Tax Return of the Corporation for such Taxable Year until the Final Payment Date for a Tax Benefit Payment as determined
pursuant to Section 3.1(a)); and


 


(iii) third,
at the Default Rate in respect of any Default Rate Interest (from the Final Payment Date for a Tax Benefit Payment as determined
pursuant to Section 3.1(a) until the date on which the Corporation makes the relevant Tax Benefit Payment
to a Member).


 


Section 3.2 No
Duplicative Payments. It is intended that the provisions of this Agreement will not result in the duplicative payment of any
amount (including interest) that may be required under this Agreement, and the provisions of this Agreement shall be consistently
interpreted and applied in accordance with that intent. For purposes of this Agreement, and also for the avoidance of doubt, no
Tax Benefit Payment shall be calculated or made in respect of any estimated tax payments, including, without limitation, any estimated
U.S. federal income tax payments.


 


Section 3.3 Pro-Ration of
Payments as Between the Members.


 


(a) Insufficient
Taxable Income. Notwithstanding anything in Section 3.1(b) to the contrary, if the aggregate
potential Covered Tax benefit of the Corporation as calculated with respect to the Basis Adjustments and Imputed Interest (in
each case, without regard to the Taxable Year of origination) is limited in a particular Taxable Year because the Corporation
does not have sufficient actual taxable income, then the available Covered Tax benefit for the Corporation shall be allocated
among the Members in proportion to the respective Tax Benefit Payment that would have been payable if the Corporation had in
fact had sufficient taxable income so that there had been no such limitation. As an illustration of the intended operation of
this Section 3.3(a), if the Corporation had $200 of aggregate potential Covered Tax benefits with respect to
the Basis Adjustments and Imputed Interest in a particular Taxable Year (with $50 of such Covered Tax benefits being
attributable to Member 1 and $150 of such Covered Tax benefits being attributable to Member 2), such that Member 1 would have
potentially been entitled to a Tax Benefit Payment of $42.50 and Member 2 would have been entitled to a Tax Benefit Payment
of $127.50 if the Corporation had $200 of taxable income, and if at the same time the Corporation only had $100 of actual
taxable income in such Taxable Year, then $25 of the aggregate $100 actual Covered Tax benefit for the Corporation for such
Taxable Year would be allocated to Member 1 and $75 of the aggregate $100 actual Covered Tax benefit for the Corporation
would be allocated to Member 2, such that Member 1 would receive a Tax Benefit Payment of $21.25 and Member 2 would receive a
Tax Benefit Payment of $63.75.


 


(b) Late
Payments. If for any reason the Corporation is not able to timely and fully satisfy its payment obligations under this Agreement
in respect of a particular Taxable Year, then Default Rate Interest will begin to accrue pursuant to Section 5.2 and
the Corporation and other Parties agree that (i) the Corporation shall pay the Tax Benefit Payments due in respect of such
Taxable Year to each Member pro rata in accordance with the principles of Section 3.3(a) and (ii) no
Tax Benefit Payment shall be made in respect of any Taxable Year until all Tax Benefit Payments to all Members in respect of all
prior Taxable Years have been made in full.


 






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ARTICLE IV


TERMINATION


 


Section 4.1 Early
Termination of Agreement; Breach of Agreement.


 


(a) Corporation’s
Early Termination Right. With the written approval of a majority of the Independent Directors, the Corporation may
completely terminate this Agreement, as and to the extent provided herein, with respect to all amounts payable to the Members
pursuant to this Agreement by paying to the Members the Early Termination Payment; provided that Early Termination
Payments may be made pursuant to this Section 4.1(a) only if made to all Members that are entitled to such a
payment simultaneously, and provided further, that the Corporation may withdraw any notice to execute its termination
rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon the
Corporation’ payment of the Early Termination Payment, the Corporation shall not have any further payment obligations
under this Agreement, other than with respect to any: (i) prior Tax Benefit Payments that are due and payable under this
Agreement but that still remain unpaid as of the date of the Early Termination Notice; and (ii) current Tax Benefit
Payment due for the Taxable Year ending on or including the date of the Early Termination Notice (except to the extent that
the amount described in clause (ii) is included in the calculation of the Early Termination Payment). If an Exchange
subsequently occurs with respect to Units for which the Corporation has exercised its termination rights under
this Section 4.1(a), the Corporation shall have no obligations under this Agreement with respect to such
Exchange.


 


(b) Acceleration
upon Change of Control. In the event of a Change of Control, all obligations hereunder shall be accelerated and such
obligations shall be calculated pursuant to this Article IV as if an Early Termination Notice had been
delivered on the closing date of the Change of Control and utilizing the Valuation Assumptions by substituting the phrase
“the closing date of a Change of Control” in each place where the phrase “Early Termination Effective
Date” appears. Such obligations shall include, but not be limited to, (1) the Early Termination Payment
calculated as if an Early Termination Notice had been delivered on the closing date of the Change of Control, (2) any
Tax Benefit Payments agreed to by the Corporation and the Members as due and payable but unpaid as of the Early Termination
Notice and (3) any Tax Benefit Payments due for any Taxable Year ending prior to, with or including the closing date of
a Change of Control (except to the extent that any amounts described in clauses (2) or (3) are included in the Early
Termination Payment). For the avoidance of doubt, Sections 4.2 and 4.3 shall apply to a Change of
Control, mutadis mutandi.


 


(c) Acceleration
upon Breach of Agreement. In the event that the Corporation materially breaches any of its material obligations under
this Agreement, whether as a result of failure to make any payment when due, failure to honor any other material obligation
required hereunder, or by operation of law as a result of the rejection of this Agreement in a case commenced under the
Bankruptcy Code or otherwise, then all obligations hereunder shall be accelerated and become immediately due and payable upon
notice of acceleration from such Member (provided that in the case of any proceeding under the Bankruptcy Code or other
insolvency statute, such acceleration shall be automatic without any such notice), and such obligations shall be calculated
as if an Early Termination Notice had been delivered on the date of such notice of acceleration (or, in the case of any
proceeding under the Bankruptcy Code or other insolvency statute, on the date of such breach) and shall include, but not be
limited to: (i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the
date of such acceleration; (ii) any prior Tax Benefit Payments that are due and payable under this Agreement but that
still remain unpaid as of the date of such acceleration; and (iii) any current Tax Benefit Payment due for the Taxable
Year ending with or including the date of such acceleration. Notwithstanding the foregoing, in the event that the Corporation
breaches this Agreement and such breach is not a material breach of a material obligation, a Member shall still be entitled
to enforce all of its rights otherwise available under this Agreement, including potentially seeking an acceleration of
amounts payable under this Agreement. For purposes of this Section 4.1(c), and subject to the following
sentence, the Parties agree that the failure to make any payment due pursuant to this Agreement within thirty
(30) days of the relevant Final Payment Date shall be deemed to be a material breach of a material obligation under this
Agreement for all purposes of this Agreement, and that it will not be considered to be a material breach of a material
obligation under this Agreement to make a payment due pursuant to this Agreement within thirty (30) days of the relevant
Final Payment Date. Notwithstanding anything in this Agreement to the contrary, it shall not be a material breach of a
material obligation of this Agreement if the Corporation fails to make any Tax Benefit Payment within thirty (30) days
of the relevant Final Payment Date to the extent that the Corporation has insufficient funds, or cannot take commercially
reasonable actions to obtain sufficient funds, to make such payment; provided that the interest provisions
of Section 5.2 shall apply to such late payment (unless the Corporation does not have sufficient funds
to make such payment as a result of limitations imposed by any Senior Obligations, in which
case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate).


 






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Section 4.2  Early
Termination Notice. If the Corporation chooses to exercise its right of early termination under Section 4.1 above,
the Corporation shall deliver to the Members a notice of the Corporation’s decision to exercise such right (an “Early
Termination Notice”) and a schedule (the “Early Termination Schedule”) showing in reasonable detail
the calculation of the Early Termination Payment. The Corporation shall also (x) deliver supporting schedules and work papers,
as determined by the Corporation or as reasonably requested by a Member, that provide a reasonable level of detail regarding the
data and calculations that were relevant for purposes of preparing the Early Termination Schedule; (y) deliver a Corporation
Letter supporting such Early Termination Schedule; and (z) allow the Members and their advisors to have reasonable access
to the appropriate representatives, as determined by the Corporation or as reasonably requested by the Members, at the Corporation
and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become
final and binding on each Party thirty (30) calendar days from the first date on which the Members received such Early Termination
Schedule unless:


 


(i)
a Member within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporation with
(A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable
detail such Member’s material objection (a “Termination Objection Notice”) and (B) a letter
from a Member Advisory Firm in support of such Termination Objection Notice; or


 


(ii)
each Member provides a written waiver of such right of a Termination Objection Notice within the period described in clause
(i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Members is
received by the Corporation.


 


In the event that a Member timely delivers
a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully
resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by the Corporation
of the Termination Objection Notice, the Corporation and such Member shall employ the Reconciliation Procedures. For the avoidance
of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from a Member
Advisory Firm referenced in clause (i) above shall be borne solely by such Member and the Corporation shall have no liability
with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination
Schedule becomes final in accordance with this Section 4.2 shall be the “Early Termination Reference
Date.”


 


Section 4.3 Payment
upon Early Termination.


 


(a) Timing
of Payment. Within three (3) Business Days after the Early Termination Reference Date, the Corporation shall pay to each
Member an amount equal to the Early Termination Payment for such Member. Such Early Termination Payment shall be made by the Corporation
by wire transfer of immediately available funds to a bank account or accounts designated by the Members or as otherwise agreed
by the Corporation and the Members.


 


(b) Amount
of Payment. The “Early Termination Payment” payable to a Member pursuant to Section 4.3(a) shall
equal the present value, discounted at the Early Termination Rate as determined as of the Early Termination Reference Date, of
all Tax Benefit Payments that would be required to be paid by the Corporation to such Member, whether payable with respect to Units
that were Exchanged prior to the Early Termination Effective Date or on or after the Early Termination Effective Date, beginning
from the Early Termination Effective Date and using the Valuation Assumptions. For the avoidance of doubt, an Early Termination
Payment shall be made to each Member, regardless of whether such Member has Exchanged all of its Units as of the Early Termination
Effective Date.


 






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ARTICLE V


SUBORDINATION
AND LATE PAYMENTS


 


Section 5.1 Subordination.
Notwithstanding any other provision of this Agreement to the contrary, any Tax Benefit Payment or Early Termination Payment required
to be made by the Corporation to the Members under this Agreement shall rank subordinate and junior in right of payment to any
principal, interest, or other amounts due and payable in respect of any obligations owed in respect of secured indebtedness for
borrowed money of the Corporation and its Subsidiaries (“Senior Obligations”) and shall rank pari passu in
right of payment with all current or future unsecured obligations of the Corporation that are not Senior Obligations. To the extent
that any payment under this Agreement is not permitted to be made at the time payment is due as a result of this Section 5.1
and the terms of the agreements governing Senior Obligations, such payment obligation nevertheless shall accrue for the benefit
of the Members and the Corporation shall make such payments at the first opportunity that such payments are permitted to be made
in accordance with the terms of the Senior Obligations.


 


Section 5.2 Late
Payments by the Corporation. The amount of all or any portion of any Tax Benefit Payment or Early Termination Payment not made
to the Members when due under the terms of this Agreement, whether as a result of Section 5.1 and the terms
of the Senior Obligations or otherwise, shall be payable together with Default Rate Interest, which shall accrue beginning on the
Final Payment Date and be computed as provided in Section 3.1(b)(ix).


 


ARTICLE VI


TAX MATTERS;
CONSISTENCY; COOPERATION


 


Section 6.1 Participation
in the Corporation’s and Greenlane Holdings, LLC’s Tax Matters. Except as otherwise provided herein, and except
as provided in Article IX of the Operating Agreement, the Corporation shall have full responsibility for, and sole discretion over,
all tax matters concerning the Corporation and Greenlane Holdings, LLC, including without limitation the preparation, filing or
amending of any Tax Return and defending, contesting or settling any issue pertaining to taxes. Notwithstanding the foregoing,
the Corporation shall notify the Members of, and keep them reasonably informed with respect to, the portion of any tax audit of
the Corporation or Greenlane Holdings, LLC, or any of Greenlane Holdings, LLC’s Subsidiaries, the outcome of which is reasonably
expected to materially affect the Tax Benefit Payments payable to such Members under this Agreement, and any Member holding directly
and/or indirectly at least ten percent (10%) of the outstanding Units, provided that Greenlane Holdings, LLC has knowledge that
such Member holds directly and/or indirectly at least ten percent (10%) of the outstanding Units (a “10% Member”),
shall have the right to participate in and to monitor at their own expense (but, for the avoidance of doubt, not to control) any
such portion of any such Tax audit; provided that the Corporation shall not settle or fail to contest any issue pertaining to Covered
Taxes that is reasonably expected to materially adversely affect the Members’ rights and obligations under this Agreement
without the consent of each 10% Member, such consent not to be unreasonably withheld or delayed.


 


Section 6.2 Consistency.
All calculations and determinations made hereunder, including, without limitation, any Basis Adjustments, the Schedules, and the
determination of any Realized Tax Benefits or Realized Tax Detriments, shall be made in accordance with the elections, methodologies
or positions taken by the Corporation and Greenlane Holdings, LLC on their respective Tax Returns. Each Member shall prepare its
Tax Returns in a manner that is consistent with the terms of this Agreement, and any related calculations or determinations that
are made hereunder, including, without limitation, the terms of Section 2.1 of this Agreement and the Schedules
provided to the Members under this Agreement. In the event that an Advisory Firm is replaced with another Advisory Firm acceptable
to the Audit Committee, such replacement Advisory Firm shall perform its services under this Agreement using procedures and methodologies
consistent with the previous Advisory Firm, unless otherwise required by law or unless the Corporation and all of the Members agree
to the use of other procedures and methodologies.


 






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Section 6.3 Cooperation.


 


(a) Each
Member shall (i) furnish to the Corporation in a timely manner such information, documents and other materials as the Corporation
may reasonably request for purposes of making any determination or computation necessary or appropriate under this Agreement, preparing
any Tax Return or contesting or defending any audit, examination or controversy with any Taxing Authority, (ii) make itself
available to the Corporation and its representatives to provide explanations of documents and materials and such other information
as the Corporation or its representatives may reasonably request in connection with any of the matters described in clause (i) above,
and (iii) reasonably cooperate in connection with any such matter.


  


(b) The
Corporation shall reimburse the Members for any reasonable and documented out-of-pocket costs and expenses incurred pursuant
to Section 6.3(a).


 


ARTICLE VII.


MISCELLANEOUS


 


Section 7.1 Notices.
All notices, requests, consents and other communications hereunder shall be in writing and shall be given (and shall be deemed
to have been duly given upon receipt) by delivery in person, by courier service, by fax, by electronic mail (delivery receipt requested)
or by certified or registered mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses
(or at such other address for a Party as shall be as specified in a notice given in accordance with this Section 7.1).
All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing
by the Party to receive such notice:


 


If to the Corporation,
to:


 


Greenlane Holdings,
Inc.


1095 Broken Sound Parkway,
Suite 300


Boca Raton, Florida
33487


Attn: Ethan
Rudin, Chief Financial Officer


E-mail: erudin@gnln.com


 


with a copy (which
shall not constitute notice to the Corporation) to:


 


Pryor Cashman LLP


7 Times Square,
40th Floor


New York, New York
10036


Attn: Jeffrey C.
Johnson, Esq.


E-mail: jjohnson@pryorcashman.com


 


If to a Member, the address, facsimile
number and e-mail address specified on such Member’s signature page to this Agreement.


 


Any Party may change its address, fax
number or e-mail address by giving each of the other Parties written notice thereof in the manner set forth above.


 


Section 7.2 Counterparts.
This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall
become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being
understood that all Parties need not sign the same counterpart. Delivery of an executed signature page to this Agreement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.


 


Section 7.3 Entire
Agreement; No Third Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements
and understandings, both written and oral, among the Parties with respect to the subject matter hereof. This Agreement shall be
binding upon and inure solely to the benefit of each Party hereto and their respective successors and permitted assigns, and nothing
in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any
nature whatsoever under or by reason of this Agreement.


 






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Section 7.4  Governing
Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware, without regard
to the conflicts of laws principles thereof that would mandate the application of the laws of another jurisdiction.


 


Section 7.5 Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy,
all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such
determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate
in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable
manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.


 


Section 7.6  Assignments;
Amendments; Successors; No Waiver.


 


(a) Assignment.
No Member may assign, sell, pledge, or otherwise alienate or transfer any interest in this Agreement, including the right to
receive any Tax Benefit Payments under this Agreement, to any Person without the prior written consent of the Corporation,
which consent shall not be unreasonably withheld, conditioned or delayed, and without such Person executing and delivering a
Joinder agreeing to succeed to the applicable portion of such Member’s interest in this Agreement and to become a Party
for all purposes of this Agreement (the “Joinder Requirement”); provided, however, that to the
extent any Member sells, exchanges, distributes or otherwise transfers Units to any Person (other than the Corporation or
Greenlane Holdings, LLC) in accordance with the terms of the Operating Agreement, the Members shall have the option to assign
to the transferee of such Units its rights under this Agreement with respect to such transferred
Units, provided that such transferee has satisfied the Joinder Requirement. For the avoidance of doubt, if a
Member transfers Units in accordance with the terms of the Operating Agreement but does not assign to the transferee of such
Units its rights under this Agreement with respect to such transferred Units, such Member shall continue to be entitled to
receive the Tax Benefit Payments arising in respect of a subsequent Exchange of such Units. The Corporation may not assign
any of its rights or obligations under this Agreement to any Person without Supermajority Member Approval (and any purported
assignment without such consent shall be null and void).


 


(b) Amendments.
No provision of this Agreement may be amended unless such amendment is approved in writing by the Corporation and made with
Supermajority Member Approval; provided that amendment of the definition of Change of Control will also
require the written approval of a majority of the Independent Directors. No provision of this Agreement may be waived unless
such waiver is in writing and signed by the Party against whom the waiver is to be effective.


 


(c) Successors.
All of the terms and provisions of this Agreement shall be binding upon, and shall inure to the benefit of and be enforceable
by, the Parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives.
The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or
otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to
assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required
to perform if no such succession had taken place.


 


(d) Waiver.
No failure by any Party to insist upon the strict performance of any covenant, duty, agreement, or condition of this
Agreement, or to exercise any right or remedy consequent upon a breach thereof, shall constitute a waiver of any such breach
or any other covenant, duty, agreement, or condition.


 


Section 7.7 Titles
and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not
to be considered in construing this Agreement.


 






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Section 7.8 Resolution
of Disputes.


 


(a) Except
for Reconciliation Disputes subject to Section 7.9, any and all disputes which cannot be settled after substantial
good-faith negotiation, including any ancillary claims of any Party, arising out of, relating to or in connection with the validity,
negotiation, execution, interpretation, performance or non-performance of this Agreement (including the validity, scope
and enforceability of this arbitration provision) (each a “Dispute”) shall be finally resolved by arbitration
in accordance with the International Institute for Conflict Prevention and Resolution Rules for Non-Administered Arbitration
by a panel of three arbitrators, of which the Corporation shall designate one arbitrator and the Members party to such Dispute
shall designate one arbitrator in accordance with the “screened” appointment procedure provided in Resolution Rule
5.4. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., and judgment
upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The place of the arbitration
shall be Boca Raton, Florida.


 


(b)
Notwithstanding the provisions of paragraph (a), any Party may bring an action or special proceeding in any court of
competent jurisdiction for the purpose of compelling another Party to arbitrate, seeking temporary or preliminary relief in
aid of an arbitration hereunder, and/or enforcing an arbitration award and, for the purposes of this paragraph (b), each
Party (i) expressly consents to the application of paragraph (c) of this Section 7.8 to any
such action or proceeding, and (ii) agrees that proof shall not be required that monetary damages for breach of the
provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate. For the avoidance
of doubt, this Section 7.8 shall not apply to Reconciliation Disputes to be settled in accordance with
the procedures set forth in Section 7.9.


 


(c) This
Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State
of Delaware, without giving effect to the conflict of laws rules thereof. The Parties agree that any suit or proceeding in connection
with, arising out of, or relating to this Agreement shall be instituted only in a court (whether federal or Delaware) located in
Kent County, Delaware, and the Parties, for the purpose of any such suit or proceeding, irrevocably consent and submit to the personal
and subject matter jurisdiction and venue of any such court in any such suit or proceeding. Each Party agrees that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any
other manner provided by law.


 


(d) Each
Party irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred
to in Section 7.8(c). Each Party irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of any such suit, action or proceeding in any such court.


 


(e) Each
Party irrevocably consents to service of process by means of notice in the manner provided for in Section 7.1.
Nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by law.


 


(f) WAIVER
OF RIGHT TO TRIAL BY JURY. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).


 


(g) Any
dispute as to whether a dispute is a Reconciliation Dispute within the meaning of Section 7.9, or a Dispute within
the meaning of this Section 7.8, shall be decided and resolved as a Dispute subject to the procedures set forth
in this Section 7.8.


 






    19


     


    

 


Section 7.9 Reconciliation.
In the event that the Corporation and any Member are unable to resolve a disagreement with respect to a Schedule (other than an
Early Termination Schedule) prepared in accordance with the procedures set forth in Section 2.4, or with respect
to an Early Termination Schedule prepared in accordance with the procedures set forth in Section 4.2, within the
relevant time period designated in this Agreement (a “Reconciliation Dispute”), the Reconciliation Dispute shall
be submitted for determination to a nationally recognized expert (the “Expert”) in the particular area of disagreement
mutually acceptable to both Parties. The Expert shall be a partner or principal in a nationally recognized accounting firm, and
unless the Corporation and such Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have
any material relationship with the Corporation or such Member or other actual or potential conflict of interest. If the Parties
are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a
Reconciliation Dispute, the selection of an Expert shall be treated as a Dispute subject to Section 7.8 and
an arbitration panel shall pick an Expert from a nationally recognized accounting firm that does not have any material relationship
with the Corporation or such Member or other actual or potential conflict of interest. The Expert shall resolve any matter relating
to the Basis Schedule or an amendment thereto, or the Early Termination Schedule or an amendment thereto within thirty (30) calendar
days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) calendar
days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution.
Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement
would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, the undisputed
amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporation,
subject to adjustment or amendment upon resolution. The costs and expenses relating to the engagement of such Expert or amending
any Tax Return shall be borne by the Corporation except as provided in the next sentence. The Corporation and the Members shall
bear their own costs and expenses of such proceeding, unless (i) the Expert adopts the Member’s position, in which case
the Corporation shall reimburse the Member for any reasonable and documented out-of-pocket costs and expenses in such
proceeding, or (ii) the Expert adopts the Corporation’s position, in which case the Member shall reimburse the Corporation
for any reasonable and documented out-of-pocket costs and expenses in such proceeding. The Expert shall finally determine
any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.9 shall be binding
on the Corporation and the Members and may be entered and enforced in any court having competent jurisdiction.


 


Section 7.10 Withholding.
The Corporation shall be entitled to deduct and withhold from any payment that is payable to any Member pursuant to this Agreement
such amounts as the Corporation is required to deduct and withhold with respect to the making of such payment under the Code or
any provision of U.S. state, local or foreign tax law. To the extent that amounts are so withheld and paid over to the appropriate
Taxing Authority by the Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid
by the Corporation to the relevant Member. Each Member shall promptly provide the Corporation with any applicable tax forms and
certifications reasonably requested by the Corporation in connection with determining whether any such deductions and withholdings
are required under the Code or any provision of U.S. state, local or foreign tax law.


 


Section 7.11 Admission
of the Corporation into a Consolidated Group; Transfers of Corporate Assets.


 


(a) If
the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income
Tax Return pursuant to Section 1501 or other applicable Sections of the Code governing affiliated or consolidated groups,
or any corresponding provisions of U.S. state or local law, then: (i) the provisions of this Agreement shall be applied with
respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments, and other applicable items hereunder
shall be computed with reference to the consolidated taxable income of the group as a whole.


 


(b) If
any entity that is obligated to make a Tax Benefit Payment or Early Termination Payment hereunder transfers one or more assets
to a corporation (or a Person classified as a corporation for U.S. income tax purposes) with which such entity does not file a
consolidated Tax Return pursuant to Section 1501 of the Code, such entity, for purposes of calculating the amount of any Tax
Benefit Payment or Early Termination Payment due hereunder, shall be treated as having disposed of such asset in a fully taxable
transaction on the date of such contribution. The consideration deemed to be received by such entity shall be equal to the fair
market value of the contributed asset. For purposes of this Section 7.11, a transfer of a partnership interest
shall be treated as a transfer of the transferring partner’s share of each of the assets and liabilities of that partnership.


 






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Section 7.12 Confidentiality.
Each Member and its assignees acknowledges and agrees that the information of the Corporation is confidential and, except in the
course of performing any duties as necessary for the Corporation and its Affiliates, as required by law or legal process or to
enforce the terms of this Agreement, such Person shall keep and retain in the strictest confidence and not disclose to any Person
any confidential matters, acquired pursuant to this Agreement, of the Corporation and its Affiliates and successors, learned by
any Member heretofore or hereafter. This Section 7.12 shall not apply to (i) any information that has
been made publicly available by the Corporation or any of its Affiliates, becomes public knowledge (except as a result of an act
of any Member in violation of this Agreement) or is generally known to the business community, (ii) the disclosure of information
to the extent necessary for a Member to prosecute or defend claims arising under or relating to this Agreement, and (iii) the
disclosure of information to the extent necessary for a Member to prepare and file its Tax Returns, to respond to any inquiries
regarding the same from any Taxing Authority or to prosecute or defend any action, proceeding or audit by any Taxing Authority
with respect to such Tax Returns. Notwithstanding anything to the contrary herein, the Members and each of their assignees (and
each employee, representative or other agent of the Members or their assignees, as applicable) may disclose at their discretion
to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the Corporation, the Members and
any of their transactions, and all materials of any kind (including tax opinions or other tax analyses) that are provided to the
Members relating to such tax treatment and tax structure. If a Member or an assignee commits a breach, or threatens to commit a
breach, of any of the provisions of this Section 7.12, the Corporation shall have the right and remedy to have
the provisions of this Section 7.12 specifically enforced by injunctive relief or otherwise by any court
of competent jurisdiction without the need to post any bond or other security, it being acknowledged and agreed that any such breach
or threatened breach shall cause irreparable injury to the Corporation or any of its Subsidiaries and that money damages alone
shall not provide an adequate remedy to such Persons. Such rights and remedies shall be in addition to, and not in lieu of, any
other rights and remedies available at law or in equity.


 


Section 7.13 Change
in Law. Notwithstanding anything herein to the contrary, if, in connection with an actual or proposed change in law, a Member
reasonably believes that the existence of this Agreement could cause income (other than income arising from receipt of a payment
under this Agreement) recognized by such Member (or direct or indirect equity holders in such Member) in connection with any Exchange
to be treated as ordinary income rather than capital gain (or otherwise taxed at ordinary income rates) for U.S. federal income
tax purposes or would have other material adverse tax consequences to such Member or any direct or indirect owner of such Member,
then at the written election of such Member in its sole discretion (in an instrument signed by such Member and delivered to the
Corporation) and to the extent specified therein by such Member, this Agreement shall cease to have further effect and shall not
apply to an Exchange occurring after a date specified by such Member, or may be amended by in a manner reasonably determined by
such Member, provided that such amendment shall not result in an increase in any payments owed by the Corporation
under this Agreement at any time as compared to the amounts and times of payments that would have been due in the absence of such
amendment.


 


Section 7.14 Interest
Rate Limitation. Notwithstanding anything to the contrary contained herein, the interest paid or agreed to be paid hereunder
with respect to amounts due to any Member hereunder shall not exceed the maximum rate of non-usurious interest permitted
by applicable Law (the “Maximum Rate”). If any Member shall receive interest in an amount that exceeds the Maximum
Rate, the excess interest shall be applied to the Tax Benefit Payment or Early Termination Payment, as applicable (but in each
case exclusive of any component thereof comprising interest) or, if it exceeds such unpaid non-interest amount, refunded
to the Corporation. In determining whether the interest contracted for, charged, or received by any Member exceeds the Maximum
Rate, such Member may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an
expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize,
prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the payment
obligations owed by the Corporation to such Member hereunder. Notwithstanding the foregoing, it is the intention of the Parties
to conform strictly to any applicable usury laws.


 


Section 7.15 Independent
Nature of Rights and Obligations. The rights and obligations of each Member hereunder are several and not joint with the rights
and obligations of any other Person. A Member shall not be responsible in any way for the performance of the obligations of any
other Person hereunder, nor shall a Member have the right to enforce the rights or obligations of any other Person hereunder (other
than the Corporation). The obligations of a Member hereunder are solely for the benefit of, and shall be enforceable solely by,
the Corporation. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by
any Member pursuant hereto or thereto, shall be deemed to constitute the Members acting as a partnership, an association, a joint
venture or any other kind of entity, or create a presumption that the Members are in any way acting in concert or as a group with
respect to such rights or obligations or the transactions contemplated hereby, and the Corporation acknowledges that the Members
are not acting in concert or as a group and will not assert any such claim with respect to such rights or obligations or the transactions
contemplated hereby.


 


[Signature Page
Follows This Page]


 




    21


     


    

 


IN WITNESS WHEREOF,
the undersigned have executed or caused to be executed on their behalf this Agreement as of the date first written above.


 


	 	GREENLANE HOLDINGS, INC.
	 	 	 
	 	By:	                     
	 	Name:	 
	 	Title:	 
	 	 
	 	GREENLANE HOLDINGS, LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	[MEMBERS]
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


 


 


 


SIGNATURE PAGE
TO


TAX RECEIVABLE AGREEMENT




  




     


     


    

 


Exhibit A


 


FORM OF JOINDER
AGREEMENT


 


This JOINDER AGREEMENT,
dated as of                                    ,
20             (this “Joinder”), is delivered pursuant
to that certain Tax Receivable Agreement, dated as of [●] 2019 (as amended, restated, amended and restated, supplemented or
otherwise modified from time to time, the “Tax Receivable Agreement”) by and among Greenlane Holdings, Inc.,
a Delaware corporation (the “Corporation”), Greenlane Holdings, LLC, a Delaware limited liability company (“Greenlane
Holdings, LLC”), and each of the Members from time to time party thereto. Capitalized terms used but not otherwise defined
herein have the respective meanings set forth in the Tax Receivable Agreement.


 


		1.	Joinder to the Tax
Receivable Agreement. The undersigned hereby represents and warrants to the Corporation that, as of the date hereof, the undersigned
has been assigned an interest in the Tax Receivable Agreement from a Member.


 


		2.	Joinder to the Tax
Receivable Agreement. Upon the execution of this Joinder by the undersigned and delivery hereof to the Corporation, the undersigned
hereby is and hereafter will be a Member under the Tax Receivable Agreement and a Party thereto, with all the rights, privileges
and responsibilities of a Member thereunder. The undersigned hereby agrees that it shall comply with and be fully bound by the
terms of the Tax Receivable Agreement as if it had been a signatory thereto as of the date thereof.


 


		3.	Incorporation by
Reference. All terms and conditions of the Tax Receivable Agreement are hereby incorporated by reference in this Joinder as
if set forth herein in full.


 


		4.	Address. All
notices under the Tax Receivable Agreement to the undersigned shall be direct to:


 


[Name]


[Address]


[City, State, Zip Code]


Attn:


Facsimile:


E-mail:


 


IN WITNESS WHEREOF,
the undersigned has duly executed and delivered this Joinder as of the day and year first above written.


 


	 	[NAME OF NEW PARTY]
	 	 	 
	 	By:	                   
	 	Name:	 
	 	Title:	 
	 	 	 
	 	
        Acknowledged and agreed

        as of the date first set forth above:

	 	 
	 	GREENLANE HOLDINGS, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: