Exhibit 10.19


 


GREENLANE
HOLDINGS, INC. 


2019
EQUITY INCENTIVE PLAN 


 


STOCK
OPTION GRANT NOTICE 


 


Greenlane
Holdings, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below
(“Participant”) the stock option (the “Option”) described in this Stock Option
Grant Notice (the “Grant Notice”), subject to the terms and conditions of the 2019 Equity Incentive
Plan (as amended from time to time, the “Plan”) and the Stock Option Agreement attached as Exhibit
A (the “Agreement”), both of which are incorporated into this Grant Notice by reference. Capitalized
terms not specifically defined in this Grant Notice or the Agreement have the meanings given to them in the Plan.


	 	 	 
	Participant:	 	 
	 	 
	Grant
    Date:	 	 
	 	 
	Exercise
    Price per Share:	 	 
	 	 
	Shares
    Subject to the Option:	 	 
	 	 
	Final
    Expiration Date:	 	[Can
    be no later than 10th anniversary of Grant Date]
	 	 
	Vesting
    Commencement Date:	 	 
	 	 
	Vesting
    Schedule:	 	[To
    be specified in individual award agreements]
	 	 
	Type
    of Option	 	[Incentive
    Stock Option/Non-Qualified Stock Option]


 


By
accepting (whether in writing, electronically or otherwise) the Option, Participant agrees to be bound by the terms of this Grant
Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety,
has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions
of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.


 


	GREENLANE HOLDINGS, INC.	 	PARTICIPANT
	 	 	 	 
	By:	 	 	 
	 	 	 	 
	Name: 	              	 	[Participant Name]
	 	 	 	 
	Title:	 	 	 




 



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Exhibit
A


 


STOCK
OPTION AGREEMENT 


 


Capitalized
terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant
Notice, in the Plan.


 


ARTICLE
I. 


GENERAL



 


1.1
Grant of Option. The Company has granted to Participant the Option effective as of the grant date set forth in the Grant
Notice (the “Grant Date”).


 


1.2
Incorporation of Terms of Plan. The Option is subject to the terms and conditions set forth in this Agreement and the Plan,
which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of
the Plan will control.


 


ARTICLE
II. 


PERIOD
OF EXERCISABILITY 


 


2.1
Commencement of Exercisability. The Option will vest and become exercisable according to the vesting schedule in the Grant
Notice (the “Vesting Schedule”) except that any fraction of a Share as to which the Option would be
vested or exercisable will be accumulated and will vest and become exercisable only when a whole Share has accumulated. Notwithstanding
anything in the Grant Notice, the Plan or this Agreement to the contrary, unless the Administrator otherwise determines, the Option
will immediately expire and be forfeited as to any portion that is not vested and exercisable as of Participant’s Termination
of Service for any reason.


 


2.2
Duration of Exercisability. The Vesting Schedule is cumulative. Any portion of the Option which vests and becomes exercisable
will remain vested and exercisable until the Option expires. The Option will be forfeited immediately upon its expiration.


 


2.3
Expiration of Option. The Option may not be exercised to any extent by anyone after, and will expire on, the first of the
following to occur:


 


(a)
The final expiration date in the Grant Notice;


 


(b)
Except as the Administrator may otherwise approve, the expiration of three months from the date of Participant’s Termination
of Service, unless Participant’s Termination of Service is for Cause or by reason of Participant’s death or Disability;


 


(c)
Except as the Administrator may otherwise approve, the expiration of one year from the date of Participant’s Termination
of Service by reason of Participant’s death or Disability; and


 


(d)
Except as the Administrator may otherwise approve, Participant’s Termination of Service for Cause.


 


As
used in this Agreement, “Cause” means (i) if Participant is a party to a written employment or consulting
agreement with the Company or an Affiliate in which the term “cause” is defined (a “Relevant Agreement”),
“Cause” as defined in the Relevant Agreement, and (ii) if no Relevant Agreement exists, (A) the Administrator’s
determination that Participant failed to substantially perform Participant’s duties (other than a failure resulting from
Participant’s Disability); (B) the Administrator’s determination that Participant failed to carry out, or comply with
any lawful and reasonable directive of the Board or Participant’s immediate supervisor; (C) Participant’s conviction,
plea of nolo contendere, or imposition of unadjudicated probation for any felony or indictable offense or crime involving moral
turpitude; (D) Participant’s unlawful use (including being under the influence) or possession of illegal drugs on the premises
of the Company or any of its Affiliates or while performing Participant’s duties and responsibilities for the Company or
any of its Affiliates; (E) Participant’s commission of an act of fraud, embezzlement, misappropriation, misconduct, or breach
of fiduciary duty against the Company or any of its Affiliates; (F) Participant’s failure to abide by Company policies,
including the Company’s code of conduct; (G) Participant’s unauthorized use or disclosure of confidential information
or misappropriation, destruction or diversion of the Company’s other tangible or intangible assets; (H) any other intentional
act by Participant that has a material detrimental effect on the Company’s business or reputation; or (I) the Participant’s
material breach of any agreement between the Company and Participant.


 


ARTICLE
III. 


EXERCISE
OF OPTION 


 


3.1
Person Eligible to Exercise. During Participant’s lifetime, only Participant may exercise the Option. After Participant’s
death, any exercisable portion of the Option may, prior to the time the Option expires, be exercised by Participant’s Designated
Beneficiary as provided in the Plan.


 


3.2
Partial Exercise. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised,
in whole or in part, according to the procedures in the Plan at any time prior to the time the Option or portion thereof expires,
except that the Option may only be exercised for whole Shares.


 






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3.3
Tax Withholding.


 


(a)
The Company shall have the right to require payment from the Participant to cover any applicable withholding tax obligation that
arise in connection with this Agreement or the Option. The Company may, but shall not be obligated to, permit the Participant
to make other arrangements for the satisfaction of such withholding obligation, pursuant to the terms of Section 9(e) of the Plan.


 


(b)
Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the Option,
regardless of any action the Company or any Affiliate takes with respect to any tax withholding obligations that arise in connection
with the Option. Neither the Company nor any Affiliate makes any representation or undertaking regarding the treatment of any
tax withholding in connection with the awarding, vesting or exercise of the Option or the subsequent sale of Shares. The Company
and the Affiliates do not commit and are under no obligation to structure the Option to reduce or eliminate Participant’s
tax liability.


 


ARTICLE
IV. 


OTHER
PROVISIONS 


 


4.1
Adjustments. Participant acknowledges that the Option is subject to adjustment, modification and termination in certain
events as provided in this Agreement and the Plan.


 


4.2 Notices. Any notice to be given under
the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary
at the Company’s principal office or the Secretary’s then-current email address or facsimile number. Any notice to
be given under the terms of this Agreement to Participant must be in writing and addressed to Participant (or, if Participant
is then deceased, to the person entitled to exercise the Option) at Participant’s last known mailing address, email address
or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate
a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent
by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch
post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping
company or upon receipt of a facsimile transmission confirmation.







 


4.3
Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction
of this Agreement.


 


4.4
Conformity to Securities Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended
to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended
as necessary to conform to Applicable Laws.


 


4.5
Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees,
and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer
set forth in this Agreement or the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees,
legal representatives, successors and assigns of the parties hereto.


 


4.6
Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant
is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the Option will be subject to any
additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment
to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement
will be deemed amended as necessary to conform to such applicable exemptive rule.


 


4.7
Entire Agreement. The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement
of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect
to the subject matter hereof.


 


4.8
Agreement Severable. In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid,
the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect
on, the remaining provisions of the Grant Notice or this Agreement.


 


4.9
Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein
provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be
construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will
have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if
any, with respect to the Option, and rights no greater than the right to receive the Shares as a general unsecured creditor with
respect to the Option, as and when exercised pursuant to the terms hereof.


 


4.10
Not a Contract of Employment. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right
to continue in the employ or service of the Company or any Affiliate or interferes with or restricts in any way the rights of
the Company and its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of Participant
at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement
between the Company or an Affiliate and Participant.


 






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4.11 Counterparts. The Grant Notice may
be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which
will be deemed an original and all of which together will constitute one instrument.




 


4.12
Incentive Stock Options. If the Option is designated as an Incentive Stock Option:


 


(a)
Participant acknowledges that to the extent the aggregate fair market value of shares (determined as of the time the option with
respect to the shares is granted) with respect to which stock options intended to qualify as “incentive stock options”
under Section 422 of the Code, including the Option, are exercisable for the first time by Participant during any calendar year
exceeds $100,000 or if for any other reason such stock options do not qualify or cease to qualify for treatment as “incentive
stock options” under Section 422 of the Code, such stock options (including the Option) will be treated as non-qualified
stock options. Participant further acknowledges that the rule set forth in the preceding sentence will be applied by taking the
Option and other stock options into account in the order in which they were granted, as determined under Section 422(d) of the
Code. Participant also acknowledges that if the Option is exercised more than three months after Participant’s Termination
of Service, other than by reason of death or disability, the Option will be taxed as a Non-Qualified Stock Option.


 


(b)
Participant will give prompt written notice to the Company of any disposition or other transfer of any Shares acquired under this
Agreement if such disposition or other transfer is made (a) within two years from the Grant Date or (b) within one year after
the transfer of such Shares to Participant. Such notice will specify the date of such disposition or other transfer and the amount
realized, in cash, other property, assumption of indebtedness or other consideration, by Participant in such disposition or other
transfer.


 


 


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