a2022amendedandrestatede






AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT    THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT  (this “Agreement”), dated as of August 15, 2022 (the “Effective Date”) is entered into by and  between Warehouse Goods LLC (the “Company”), a Delaware corporation, and Craig Snyder  (the “Employee”). (Company and Employee are sometimes individually referred to herein as a  “Party” and collectively as the “Parties”).    WHEREAS, the Company and the Employee previously entered into that certain Executive  Employment Agreement, dated March 28, 2022 (the “Employment Agreement”); and  WHEREAS, the Company and the Employee desire to amend and restate the Employment  Agreement in its entirety, with such amendment and restatement to be effective from and after the  Effective Date, in accordance with the terms and conditions set forth in this Agreement.  NOW, THEREFORE, in consideration of the foregoing recitals, which are made a part  hereof, the mutual covenants contained herein, and for other good and valuable consideration, the  receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:  1. Employment Term. Unless terminated earlier in accordance with Section 4 hereof,  Employee’s employment with the Company pursuant to this Agreement shall be for an initial term  of two (2) years commencing on the Effective Date and ending on the second anniversary of the  Effective Date (the “Initial Term”). Thereafter, this Agreement shall automatically renew for  successive one-year terms commencing on the applicable anniversary of the Effective Date (each  such successive year being a “Renewal Term,” and, together with the Initial Term, or such lesser  period in the event of termination of Employee’s employment prior to the expiration of the Initial  Term or a Renewal Term by a Party pursuant to the provisions of this Agreement, the “Employment  Term”), unless either Party gives written notice to the other Party not less than sixty (60) days prior  to the end of the Initial Term or a Renewal Term, as the case may be, of such Party’s election not  to renew this Agreement (the “Notice of Non-Renewal”).    2. Position and Duties; Exclusive Employment; Principal Location; No Conflicts.    (a) Position and Duties. During the Employment Term, the Employee shall  serve as President for the Company, reporting directly to the Company’s CEO and board of  directors of Greenlane (defined below) (the “Board”), and shall have such duties, authority, and  responsibilities as shall be assigned and determined from time to time by the CEO and the Board,  including duties and responsibilities for the Company and its current and any future parent,  subsidiaries and affiliates, including but not limited to Greenlane Holdings, Inc. (“Greenlane”) and  Greenlane Holdings, LLC (formerly known as Jacoby Holdings, LLC), (the Company and its  current and any future parent, subsidiaries and affiliates are collectively referred to herein as the  “Company Group”) without additional compensation or benefits other than as set forth in this  Agreement.   (b) Exclusive Employment. Except as permitted under this Section, Employee  agrees to devote Employee’s full business time and attention exclusively to the performance of  Employee’s duties hereunder and in furtherance of the business of the Company Group. Employee  DocuSign Envelope ID: 7EA86BB6-4AF1-4E33-A847-90340829D304 





 






  Page 2 of 19    shall (i) perform Employee’s duties and responsibilities hereunder honestly, in good faith, to the  best of Employee’s abilities in a diligent manner, and in accordance with the Company Group’s  policies and applicable law, (ii) promote the success of the Company Group, (iii) not do anything,  or permit anything to be done at Employee’s direction, that is intended to be inconsistent with  Employee’s duties to the Company Group or opposed to the best interests of the Company Group  or which is a conflict of interest, and (iv) not be or become an officer, director, manager, employee,  advisor, or consultant of any business other than that of the Company Group, unless the Employee  receives advance written approval from the CEO or the Board and any other approvals required  under the written policies of the Company Group. Employee shall not, during Employee’s  employment with the Company, be involved directly or indirectly, in any manner, as a partner,  officer, director, stockholder, member, manager, consultant, advisor, investor, creditor or  employee for any company engaged in a substantially similar business to the Company Group;  however, Employee may use Employee’s personal funds to invest in a publicly traded company  that engages in a similar business, but shall not own more than two (2%) percent of the stock  thereof. Notwithstanding the foregoing, Employee may engage in civic and not-for-profit  activities, as long as such activities do not interfere with Employee’s performance of Employee’s  duties to the Company Group or the commitments made by Employee in this Section 2(b).  (c) Principal Location; Travel. During the Employment Term, the Employee  shall perform the duties and responsibilities required by this Agreement at the Company Group’s  offices located in Orange County, California or Boca Raton, Florida, or such other location as  determined within the sole discretion of the Board, and will be required to travel to other locations,  including internationally, as may be necessary to fulfill the Employee’s duties and responsibilities  hereunder.   (d) No Conflict. Employee represents and warrants to the Company that  Employee has the capacity to enter into this Agreement, and that the execution, delivery and  performance of this Agreement by Employee will not violate any agreement, undertaking or  covenant to which Employee is a Party or is otherwise bound, including any obligations with  respect to non-competition, non-solicitation, or proprietary or confidential information of any other  person or entity.  3. Compensation; Benefits.   (a) Base Salary. During the Employment Term, the Company shall pay to  Employee an annualized base salary of Three Hundred Twenty-Five Thousand and No/100 Dollars  ($325,000.00) (the “Base Salary”), which shall be payable in regular installments in accordance  with the Company’s customary payroll practices and procedures, but in no event less frequently  than monthly, and prorated for any partial year worked. The Base Salary is subject to review  annually throughout the Employment Term by the Compensation Committee (the “Compensation  Committee”) of the Board, and may be subject to increase in the Board’s discretion.  (b) Incentive Compensation.    (i) Annual Bonus.   DocuSign Envelope ID: 7EA86BB6-4AF1-4E33-A847-90340829D304 





 






  Page 3 of 19    (A) Amount. For each complete fiscal year during the  Employment Term, Employee shall be eligible to receive an annual performance-based bonus (the  “Annual Bonus”) based upon achieved Company performance metrics for the given fiscal year  and/or Employee achievement of identified individual performance goals, all as determined by the  Compensation Committee within the first quarter of such applicable fiscal year during the  Employment Term. As of the Effective Date, the Employee’s annual target bonus opportunity shall  be equal to sixty percent (60%) of Employee’s Base Salary. The terms, amount, and award of an  Annual Bonus is within the sole discretion, and subject to the approval, of the Compensation  Committee.    (B) Timing of Payment. The Annual Bonus shall be paid in the  immediately following fiscal year to the fiscal year to which the Annual Bonus relates or was  earned by Employee and at the same time bonuses are paid to other executives of the Company,  but in no event later than Ten (10) weeks following the end of the fiscal year to which the Annual  Bonus relates or was earned by Employee.   (C) Form of Payment. In the Compensation Committee's  complete and sole discretion, an Annual Bonus may be paid as follows: (I) in the form of cash, (II)  by the issuance of Awards under the Greenlane Holdings, Inc. 2019 Equity Incentive Plan (or any  successor plan thereto) (the “Plan”), or (III) any combination of (I) and (II).  (D) Conditions to Payment. To be eligible to receive the Annual  Bonus, Employee must (I) remain continuously employed with and by the Company (or any  member of the Company Group) through the last day of the fiscal year to which the Annual Bonus  relates or was earned by Employee, and (II) be in good standing with the Company (and all  members of the Company in the same controlled group) (i.e., not under any type of performance  improvement plan, disciplinary suspension, final warning, or the like) as of the last day of the fiscal  year to which the Annual Bonus relates or was earned by Employee. Unless otherwise provided in  this Agreement, if Employee incurs a termination of employment prior to the last day of the fiscal  year to which the Annual Bonus relates, Employee shall not be entitled to any Annual Bonus for  such fiscal year.   (ii) Annual Equity Award.   (A) Amount of Annual Equity Award. Employee shall be  eligible to receive long term equity incentive compensation awards (“Award”) equal to eighty  percent (80%) of Employee’s Base Salary under the Greenlane Holdings, Inc. 2019 Equity  Incentive Plan (or any successor plan thereto) (the “Plan”) for each fiscal year during the  Employment Term (an “Annual Equity Award”). With input from the Company, the Annual  Equity Award will be determined under the equity grant policies established by the Compensation  Committee taking into consideration current market practice, affordability, performance, as well  as other factors determined by the Compensation Committee to be relevant, and shall be subject  to the underlying terms and conditions of the Plan. Notwithstanding the foregoing, any Award  Agreement (as defined in Section 11(f) of the Plan) shall provide that in the event of a Change in  Control (as defined in Section 11(h) of the Plan), one hundred percent (100%) of any Annual  Equity Award granted to the Employee shall fully vest  and, if applicable, become fully exercisable  immediately before the Closing.   DocuSign Envelope ID: 7EA86BB6-4AF1-4E33-A847-90340829D304 





 






  Page 4 of 19    (B) Grant. Each Annual Equity Award shall be granted prior to  April 1 each year, provided, however, that such grant cannot become effective until formal action  is taken with respect to such grant by the Compensation Committee.  The Company will take  commercially reasonable efforts to coordinate with the Compensation Committee to take grant  action for each Annual Equity Award as soon as administratively practicable prior to April 1.    (iii) Clawback Provisions. Notwithstanding anything to the contrary  contained herein and without limiting any other rights and remedies of the Company or Greenlane  (including as may be required by law), if Employee has engaged in fraud or other willful misconduct  that contributes materially to any financial restatements or material loss to the Company or  Greenlane (or any member of the Company Group), the Company (with respect to the Annual  Bonuses) or Greenlane (with respect to the Annual Equity Awards) shall recover, for the 3-year  period preceding the date on which the Company or Greenlane (or any member of the Company  Group), as the case may be, is required to prepare the account restatements, the amount by which  any incentive compensation paid to Employee exceeded the lower amount that would have been  payable to Employee after giving effect to the restated financial results or the material loss, in one  or more of the following methods:   (A) Require repayment by Employee of any Annual Bonus (net  of any taxes paid by Employee on such payments) previously paid to Employee,    (B) Cancel any earned but unpaid Annual Bonus or unissued  Annual Equity Award,    (C) Rescind the exercise and/or vesting of any Annual Equity  Award and the delivery of shares of Greenlane’s common stock upon such exercise or vesting,   (D) Cause all outstanding unvested and unexercised equity rights  under the Plan, that are currently held by Employee, to be terminated and become null and void,  or   (E) Adjust the future compensation of Employee to recover the  amount.    In addition, the Employee’s Annual Bonus and Annual Equity Award shall be subject to any other  clawback or recoupment policy of the Company, Greenlane or the Plan, as the case may be, as  may be in effect from time to time or any clawback or recoupment as may be required by applicable  law.  (c) Welfare Benefit Plans. During the Employee’s employment with the  Company, the Employee shall be eligible for participation in the welfare benefit plans, practices,  policies and programs (including, if applicable, medical, dental, disability, employee life, group  life and accidental death insurance plans and programs) that are maintained by, contributed to or  participated in by the Company, subject in each instance to the underlying terms and conditions  (including plan eligibility provisions) of such plans, practices, policies and programs.  (d) Expenses.  Subject to Section 23 below, during the Employee’s employment  with the Company, the Employee shall be entitled to reimbursement of all documented reasonable  DocuSign Envelope ID: 7EA86BB6-4AF1-4E33-A847-90340829D304 





 






  Page 5 of 19    and necessary business expenses incurred by the Employee in accordance with the policies,  practices and procedures of the Company applicable to employees of the Company, as in effect  from time to time.  (e) Fringe Benefits. During the Employment Term, the Employee shall be  eligible to receive such fringe benefits and perquisites as are provided by the Company, in its sole  discretion, to its employees from time to time, in accordance with the policies, practices and  procedures of the Company.  (f) Paid Time Off. During the Employment Term, Employee shall be entitled  to paid time off as earned, in accordance with the plans, policies, programs and practices of the  Company applicable to its executives.  (g) Withholding Taxes. All forms of compensation paid or payable to the  Employee from the Company or the Company Group, whether under this Agreement or otherwise,  are subject to reduction to reflect applicable withholding and payroll taxes pursuant to any  applicable law or regulation.  4. Termination. This Agreement and Employee’s employment with the Company may  be terminated in accordance with any of the following provisions.  (a) Expiration of Employment Term. This Agreement and Employee’s  employment with the Company will terminate upon expiration of the Employment Term or  following Notice of Non-Renewal provided by either Party to the other Party in accordance with  Section 1 hereof. Any Notice of Non-Renewal given by the Company to the Employee shall  constitute a termination of this Agreement by the Company without Cause. Any Notice of Non- Renewal given by the Employee to the Company shall constitute a resignation by the Employee.  (b) Termination By the Company Without Cause. The Company may terminate  this Agreement and Employee’s employment with the Company at any time without Cause (as  defined in Section 4(d)) by providing written notice of termination to Employee.  (c) Resignation By Employee Not for Good Reason. Employee may terminate  this Agreement and Employee’s employment with the Company for any reason, by providing  written notice to the Company at least ninety (90) days prior to the effective date of termination  (the “Notice Period”). During the Notice Period, Employee shall continue to perform the duties of  Employee’s position and the Company shall continue to compensate Employee as set forth herein.  Notwithstanding the foregoing, if Employee provides the Company with notice of termination  pursuant to this Section 4(c), the Company will have the option of requiring Employee to  immediately vacate the Company’s premises, return all Company equipment as set forth herein  and cease performing Employee’s duties hereunder. If the Company so elects this option, then the  Company will be obligated to provide the compensation and benefits hereunder to Employee for  the duration of the Notice Period.   (d) Termination By the Company For Cause. The Company may immediately  terminate this Agreement and Employee’s employment with the Company for Cause, which shall  be effective upon delivery by the Company of written notice to Employee of such termination,  subject to any cure period as required herein. For purposes of this Agreement, “Cause” shall mean,  DocuSign Envelope ID: 7EA86BB6-4AF1-4E33-A847-90340829D304 





 






  Page 6 of 19    with respect to the Employee, one or more of the following: (i) the conviction of the Employee of  the commission of a felony or other crime involving moral turpitude (including pleading guilty or  no contest to such crime), whether or not such felony or other crime was committed in connection  with the business of the Company Group; (ii) the commission of any act or omission involving  willful misconduct, moral turpitude, misappropriation, embezzlement, dishonesty, or fraud in  connection with the performance of the Employee’s duties and responsibilities hereunder; (iii)  reporting to work under the influence of alcohol or illegal drugs, or other conduct causing the  Company Group public disgrace or disrepute, whether in conjunction with the performance of  Employee’s duties on behalf of the Company Group or otherwise; (iv) willful failure or refusal to  perform material duties and responsibilities as reasonably directed by the CEO or Board; (v) any  act or omission deliberately aiding or abetting a competitor of the Company Group to the  disadvantage or detriment of the Company Group; (vi) breach of any applicable fiduciary duty to  the Company Group; or (vii) any other material breach of this Agreement. The Company shall not  have the right to terminate for Cause under subsections (iii), (iv) or (vii) of this Section 4(e) unless  and until the Company provides Employee written notice containing detailed reasons for the  termination for Cause and at least fifteen (15) days to cure any act or omission constituting the  termination for Cause pursuant to such subsections prior to the effective termination date, provided  however that the act or omission is, in fact, curable. In no event shall the Employee have more  than one cure opportunity with respect to the recurrence of the same or similar actions or inactions  constituting the termination for Cause.  (e) Termination as a Result of Death or Disability of Employee. This  Agreement and the Employee’s employment with the Company shall terminate automatically upon  the date of the Employee’s death without notice by or to either Party. This Agreement and the  Employee’s employment with the Company shall be terminated upon thirty (30) days’ written  notice by the Company to the Employee that the Company has made a good faith determination  that the Employee has a Disability that cannot be accommodated under the requirements of law.   For purposes of this Agreement, “Disability” means the incapacity or inability of the Employee,  whether due to accident, sickness or otherwise, as confirmed in writing by a medical doctor  acceptable to the Company, to perform the essential functions of the Employee’s position under  this Agreement, even with reasonable accommodation, for ninety (90) consecutive days OR an  aggregate of one hundred eighty (180) days during any twelve (12) month period of the  Employee’s employment with the Company provided however, in the event that the Company  temporarily replaces Employee, or transfers the Employee’s duties or responsibilities to another  individual on account of the Employee’s inability to perform such duties due to an incapacity  which is, or is reasonably expected to become, a Disability, then the Employee’s employment shall  not be deemed terminated by the Company and Employee shall not be able to resign in good faith  as a result thereof (for the avoidance of doubt, the Employee shall resume his or her employment  under this Agreement upon his or her return from any such temporary inability to perform such  duties or physical incapacity that does not become a Disability). Upon written request by the  Company, the Employee shall, as soon as practicable, provide the Company with medical  documentation and other information reasonably sufficient to enable the Company to determine  whether the Employee has a Disability.    (f) Termination by Employee for Good Reason.  Employee may terminate this Agreement at  any time for Good Reason, provided that the Company shall have ten (10) days from such notice  of termination in which to cure (if curable) any act or omission constituting Good Reason pursuant  DocuSign Envelope ID: 7EA86BB6-4AF1-4E33-A847-90340829D304 





 






  Page 7 of 19    to subsections (i) to (iv) below prior to the effective termination date. For purposes of this  Agreement, “Good Reason” means:  b) (i) a material diminution in the Employee’s base compensation;  c) (ii) a material diminution in the Employee’s title, authority, duties or  responsibilities;  d) (iii) a material change in the geographic location at which the Employee  must perform services;   e) (iv) any action or inaction that constitutes a material breach by the Company  of this Agreement;   f) (v) the Company’s failure in any year to increase Employee’s Base Salary  by percentage at least as great as the cost-of-living adjustment published by the  United States Social Security Administration; or  (a) (v) harassment, discrimination or other behavior towards Employee that  reasonably would give rise to a claim for constructive discharge under applicable law.  5. Obligations of the Company Upon Termination.  (a) Termination By the Company Without Cause or By the Employee for Good  Reason. If the Employee incurs a “separation from service” from the Company (within the  meaning of Section 409A(a)(2)(A)(i) of the Code and Treasury Regulation Section 1.409A-1(h))  (a “Separation from Service”) during the Employment Term by reason of a termination of the  Employee’s employment by the Company without Cause or the Employees’ resignation for Good  Reason:  (i) The Company shall pay Employee within thirty (30) days  after the effective date of termination or by such earlier date if required by applicable law, (A) the  aggregate amount of Employee’s earned but unpaid Base Salary then in effect, (B) incurred but  unreimbursed documented reasonable reimbursable and necessary business expenses through the  date of such termination, and (C) any other amounts due under applicable law, in each case earned  and owing through the date of termination (the “Accrued Obligations”).  (ii) In addition to the Accrued Obligations, the Company shall  pay to Employee the amount of any Annual Bonus earned, but not yet paid, with respect to the  fiscal year prior to the fiscal year in which the date of termination of Employee’s employment with  the Company occurs which such payment shall be made to Employee in accordance with Section  3(b)(i) hereof (the “Earned Bonus”) and (ii) the amount of the Annual Bonus at fifty percent (50%)  of the maximum eligibility, pro-rated based on the number of the days in the calendar year in which  Employee was employed for that calendar year to which the bonus relates, which sum shall be paid  within fifteen (15) days after the Release (as defined in Section 5(a)(iii)) becomes effective.   (iii) In addition to the Accrued Obligations, subject to (A)  Section 5(c) below, (B) the Employee timely signing, delivering, and not revoking (if applicable)  DocuSign Envelope ID: 7EA86BB6-4AF1-4E33-A847-90340829D304 





 






  Page 8 of 19    the Release (as defined in this Section 5(a)(iii)), and (C) the Employee’s compliance with the  Employee’s post-termination obligations in Sections 6, 8, 9, 10, and 11 hereof following the  termination of Employee’s employment with the Company, the Company shall (a) pay to the  Employee severance equal to six (6) months of the Base Salary in effect on the date of termination,  which shall be payable in equal installments in accordance with the Company’s regular payroll  practices and subject to all customary withholding and deductions; (b) pay to the Employee a cash  payment in an amount equal to the applicable COBRA premium payments (as reasonably  determined by the administrator as of the time of Employee’s termination of employment) that  would be payable by the Employee to continue the Employee’s company-provided medical, dental,  and/or vision coverage for the participant and any dependents covered at the time of termination  for a period of six (6) months; and (c) provide the Employee reasonable outplacement services,  provided by a vendor chosen by the Company and at the Company’s expense, provided that such  services shall not exceed the cost of Twenty Thousand Dollars and No/100 ($20,000.00) and shall  not be provided for more than three (3) months (the foregoing benefits collectively referred to as  the “Severance”).    Notwithstanding the foregoing, it shall be a condition to the Employee’s right to receive  the Severance that the Employee execute and deliver to the Company an effective general release  of claims in a form prescribed by the Company, which form shall include, among customary terms  and conditions, the survival of Employee’s post-termination obligations in Sections 6, 8, 9, 10, and  11 of this Agreement following termination of Employee’s employment with the Company (the  “Release”), within twenty-one (21) days (or, to the extent required by law, forty-five (45) days)  following the date of termination of Employee’s employment with the Company, and that the  Employee not revoke such Release during any applicable revocation period (the combined review  period and revocation period hereinafter referred to as the “Consideration Period”). Subject to  Section 5(c) below, upon timely execution, delivery and non-revocation of the Release by  Employee, the installment payments of the Severance shall begin on the first normal payroll date  that is the later of (I) the date on which the Employee delivered to the Company the Release signed  by the Employee, or (II) the end of any applicable revocation period (unless a longer period is  required by law). Notwithstanding the foregoing, if the earliest payment date determined under the  preceding sentence is in one taxable year of the Employee and the latest possible payment date is  in a second taxable year of the Employee, the first installment payment of Severance shall be made  on the first normal payroll date that immediately follows the last date of the Consideration Period.   (b) Termination By the Employee For Any Reason Other Than Good Reason;  Termination By the Company For Cause; Termination Due to Death or Disability of Employee.   If the Employee terminates the Employee’s employment and this Agreement for any reason other  than Good Reason, the Company terminates the Employee’s employment and this Agreement for  Cause, or due to the Employee’s death or Disability, then the Company’s obligation to compensate  the Employee shall in all respects cease as of the date of termination, except that the Company  shall pay to the Employee (or the Employee’s estate in the event of death) (i) the Accrued  Obligations within thirty (30) days after the effective date of termination (or by such earlier date  if required by applicable law), and (ii) the Earned Bonus for the prior year, if any, in accordance  with Section 3(b)(i) hereof.   (c) Six-Month Delay. To the maximum extent permitted under Section 409A  of the Code, the Severance payable under Section 5(a)(iii) is intended to comply with the  DocuSign Envelope ID: 7EA86BB6-4AF1-4E33-A847-90340829D304 





 






  Page 9 of 19    “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii). To the extent the overall  Severance payable under Section 5(a)(iii) does not qualify for the “separation pay exception,” then  notwithstanding anything to the contrary in this Agreement, no compensation or benefits,  including without limitation any Severance payable under Section 5(a)(iii) hereof, shall be paid to  the Employee during the six (6) month period following the Employee’s termination of  employment with the Company if the Company determines that paying such amounts at the time  or times indicated in this Agreement would be a prohibited distribution under paragraph  (a)(2)(B)(i) of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A  of the Code”). If the payment of any such amounts is delayed as a result of the previous sentence,  then on the first business day following the end of such six (6) month period (or such earlier date  upon which such amount can be paid under Section 409A of the Code without resulting in a  prohibited distribution, including as a result of the Employee’s death), the Company shall pay the  Employee a lump-sum amount equal to the cumulative amount that would have otherwise been  payable to the Employee during such delay period (without interest).    (d) Exclusive Benefits. Notwithstanding anything to the contrary set forth  herein, except as expressly provided in this Section 5, the Employee shall not be entitled to any  additional payments or benefits upon or in connection with the Employee’s termination of  employment with the Company.  6. Non-Disclosure of Confidential Information.  (a) Confidential Information. The Employee acknowledges that in the course  of the Employee’s employment with the Company Group, the Employee previously was provided  with, had access to, accessed, and used Confidential Information (as defined herein) of the  Company Group. Employee further acknowledges that in the course of Employee’s continuing  employment with the Company, the Employee will use, have access to, and develop Confidential  Information (as defined herein) of the Company Group. For purposes of this Agreement,  “Confidential Information” shall mean and include all information, whether written or oral,  tangible or intangible (in any form or format), of a private, secret, proprietary or confidential  nature, of or concerning the Company Group or the business or operations of the Company Group,  including without limitation: any trade secrets or other confidential or proprietary information  which is not publicly known or generally known in the industry; the identity, background, and  preferences of any current, former, or prospective clients, suppliers, vendors, referral sources, and  business affiliates; pricing and financial information; current and prospective client, supplier, or  vendor lists and leads; proposals with prospective clients, suppliers, vendors, or business affiliates;  contracts with clients, suppliers, vendors or business affiliates; marketing plans; brand standards  guidelines; proprietary computer software and systems; marketing materials and information;  information regarding corporate opportunities; operating and business plans and strategies;  research and development; policies and manuals; personnel information of employees that is  private and confidential; any information related to the compensation of employees, consultants,  agents or representatives of the Company Group; sales and financial reports and forecasts; any  information concerning any product, technology or procedure employed by the Company Group  but not generally known to its current or prospective clients, suppliers, vendors or competitors, or  under development by or being tested by the Company Group; any inventions, innovations or  improvements covered by Section 9 hereof; and information concerning planned or pending  acquisitions or divestitures. Notwithstanding the foregoing, the term Confidential Information  DocuSign Envelope ID: 7EA86BB6-4AF1-4E33-A847-90340829D304 





 






  Page 10 of 19    shall not include information which (A) becomes available to Employee from a source other than  the Company Group or from third parties with whom the Company Group is not bound by a duty  of confidentiality, or (B) becomes generally available or known in the industry other than as a  result of its disclosure by Employee.    (i) During the course of Employee’s employment with the Company,  Employee agrees to use Employee’s best efforts to maintain the confidentiality of the Confidential  Information, including adopting and implementing all reasonable procedures prescribed by the  Company Group to prevent unauthorized use of Confidential Information or disclosure of  Confidential Information to any unauthorized person.  (ii) Employee agrees that all Confidential Information shall be the  Company Group’s sole property during and after Employee’s employment with the Company.   Employee agrees that Employee will not remove any hard copies of Confidential Information from  the Company Group’s premises, will not download, upload, or otherwise transfer copies of  Confidential Information to any external storage media, cloud storage, personal email address of  Employee or email address that is not owned by the Company Group (except as necessary in the  performance of Employee’s duties for the Company Group and for the Company Group’s sole  benefit), and will not print hard copies of any Confidential Information that Employee accesses  electronically from a remote location (except as necessary in the performance of Employee’s duties  for the Company Group and for the Company Group’s sole benefit).    (iii) Other than as contemplated in Section 6(a)(iv) below, in the event  that Employee becomes legally obligated to disclose any Confidential Information to anyone other  than to the Company Group, Employee will provide the Company with prompt written notice  thereof so that the Company may seek a protective order or other appropriate remedy and  Employee will cooperate with and assist the Company in securing such protective order or other  remedy. In the event that such protective order is not obtained, or that the Company waives  compliance with the provisions of this Section 6(a)(iii) to permit a particular disclosure, Employee  will furnish only that portion of the Confidential Information which Employee is legally required  to disclose.    (iv) Nothing in this Agreement or any other agreement with the  Company containing confidentiality provisions shall be construed to prohibit Employee from:  filing a charge with, participating in any investigation or proceeding conducted by, or cooperating  with the Equal Employment Opportunity Commission, the National Labor Relations Board, the  Occupational Safety and Health Administration, the Securities and Exchange Commission or any  other federal, state or local government agency charged with enforcement of any law, rule or  regulation (collectively, the “Government Agencies”); reporting possible violations of any law,  rule or regulation to any Government Agencies; making other disclosures that are protected under  whistleblower provisions of any law, rule or regulation; or receiving an award for information  provided to any Government Agencies. Employee acknowledges that an individual shall not be  held criminally or civilly liable under any federal or state trade secret law for the disclosure of a  trade secret that: (A) is made in confidence to a federal, state, or local government official, either  directly or indirectly, or to an attorney, and made solely for the purpose of reporting or  investigating a suspected violation of law; or (B) is made in a complaint or other document filed  in a lawsuit or other proceeding, if such filing is made under seal. Employee further acknowledges  DocuSign Envelope ID: 7EA86BB6-4AF1-4E33-A847-90340829D304 





 






  Page 11 of 19    that an individual who files a lawsuit for retaliation by an employer for reporting a suspected  violation of law may disclose the trade secret to the attorney of the individual and use the trade  secret information in the court proceeding, if the individual: (1) files any document containing the  trade secret under seal; and (2) does not disclose the trade secret, except pursuant to a court order.  (b) Restrictions On Use and Disclosure of Confidential Information. At all  times during Employee’s employment with the Company and after Employee’s employment with  Company terminates, regardless of the reason for termination, Employee agrees: (i) not to use,  permit use of, discuss, disclose, transfer, or disseminate in any manner any Confidential  Information, except as necessary in the performance of Employee’s duties for the Company Group  and for the Company Group’s sole benefit; (ii) not to make, or cause to be made, copies (in any  form or format) of the Confidential Information, except as necessary in the performance of  Employee’s duties for the Company Group and for the Company Group’s sole benefit; and (iii) to  promptly and fully advise the Company of all facts known to Employee concerning any actual or  threatened unauthorized use of the Confidential Information or disclosure of the Confidential  Information to any unauthorized person about which Employee becomes aware. The restrictions  contained in this Section 6(b) also apply to Confidential Information developed by Employee  during Employee’s employment with the Company, which are related to the Company Group or  to the Company Group’s successors or assigns, as such information is developed for the benefit of  and ownership of the Company Group and all rights and privileges to such information or  derivative works, including but not limited to trademarks, patents and copyrights remain with the  Company Group.    (c) Third Party Information. Employee acknowledges that during the course of  Employee’s employment with the Company, Employee may have already received or had access  to, and may continue to receive or have access to, confidential or proprietary information belonging  to third parties (“Third Party Information”). During the Employment Term and thereafter,  Employee agrees: (i) to hold the Third Party Information in the strictest confidence, take all  reasonable precautions to prevent the inadvertent disclosure of the Third Party Information to any  unauthorized person, and follow all of the Company’s policies regarding protecting the Third Party  Information; (ii) not to use, permit use of, discuss, disclose, transfer, or disseminate in any manner  any Third Party Information, except as necessary in the performance of Employee’s duties for the  Company Group; (iii) not to make, or cause to be made, copies (in any form or format) of the Third  Party Information, except as necessary in the performance of Employee’s duties for the Company  Group; and (iv) to promptly and fully advise the Company of all facts known to the Employee  concerning any actual or threatened unauthorized use of the Third Party Information or disclosure  of the Third Party Information to any unauthorized person about which Employee becomes aware.  (d) Return of Confidential Information and Property. Upon termination of  Employee’s employment with the Company, notwithstanding the reason or cause of termination,  and at any other time upon written request by the Company, Employee shall promptly return to  the Company all originals, copies, or duplicates, in any form or format (whether paper, electronic  or other storage media), of the Confidential Information and the Third Party Information, as well  as any and all other documents, computer discs, computer data, equipment, and property of the  Company Group (including, but not limited to, keys, key fobs or access cards, cell phones, credit  cards, hard drives and laptop computers if they have been provided to Employee), relating in any  way to the business of the Company Group or in any way obtained by Employee during the course  DocuSign Envelope ID: 7EA86BB6-4AF1-4E33-A847-90340829D304 





 






  Page 12 of 19    of Employee’s employment with the Company. Employee further agrees that after termination of  Employee’s employment with the Company, Employee shall not retain any copies, notes, or  abstracts in any form or format (whether paper, electronic or other storage media) of the  Confidential Information, the Third Party Information, or other documents or property belonging  to the Company Group.  7. [Intentionally Omitted]  8. Non-Disparagement. Employee and Company agree that at all times during and  after the Employment Term, Employee and any member of the Company Group will not engage in  any conduct that is injurious to the reputation or interests of the Employee or the Company Group,  including, but not limited to, making disparaging comments via any media or method of  communication (or inducing or encouraging others to make disparaging comments) about the  Employee, Company Group, any of the shareholders, members, directors, officers, employees or  agents of the Company Group, or the Company Group’s operations, financial condition, prospects,  products or services. However, nothing in this Agreement shall prohibit either Party from:  exercising protected rights under Section 7 of the National Labor Relations Act; filing a charge  with, participating in any investigation or proceeding conducted by, or cooperating with any  Government Agencies; testifying truthfully in any forum or before any Government Agencies;  reporting possible violations of any law, rule or regulation to any Government Agencies; receiving  legal advice, or making other disclosures that are required by law or protected under whistleblower  provisions of any law, rule or regulation.    9. Intellectual Property.    (a) Work Product Owned By the Company. Employee agrees that the Company  or the applicable member of the Company Group (each individually the “Assigned Party”) is and  will be the sole and exclusive owner of all ideas, inventions, discoveries, improvements, designs,  plans, methods, works of authorship, deliverables, writings, brochures, manuals, know-how,  method of conducting its business, policies, procedures, products, processes, software, or any  enhancements, or documentation of or to the same and any other work product in any form or  media that Employee made during the course of employment, makes, works on, conceives, or  reduces to practice, individually or jointly with others, in the course of Employee’s past, current  and future employment for the Assigned Party or with the use of the Assigned Party’s time,  materials or facilities, and is in any way related or pertaining to or connected with the present or  anticipated business, products or services of the Assigned Party whether produced during normal  business hours or on personal time (collectively, “Work Products”).  (b) Intellectual Property. “Intellectual Property” means any and all (i)  copyrights and other rights associated with works of authorship, (ii) trade secrets and other  confidential information, (iii) patents, patent disclosures and all rights in inventions (whether  patentable or not), (iv) trademarks, trade names, Internet domain names, and registrations and  applications for the registration thereof together with all of the goodwill associated therewith, (v)  all other intellectual and industrial property rights of every kind and nature throughout the world  and however designated, whether arising by operation of law, contract, license, or otherwise, and  (vi) all registrations, applications, renewals, extensions, continuations, divisions, or reissues  thereof now or hereafter in effect.  DocuSign Envelope ID: 7EA86BB6-4AF1-4E33-A847-90340829D304 





 






  Page 13 of 19    (c) Assignment. Employee acknowledges Employee’s work and services  provided for the Assigned Party and all results and proceeds thereof, including, the Work Products,  are works done under Company Group’s direction and control and have been specially ordered or  commissioned by the Company Group. To the extent the Work Products are copyrightable subject  matter, they shall constitute “works made for hire” for the Company Group within the meaning of  the Copyright Act of 1976, as amended, and shall be the exclusive property of the Assigned Party.   Should any Work Product be held by a court of competent jurisdiction to not be a “work made for  hire,” and for any other rights, Employee hereby assigns and transfers to Assigned Party, to the  fullest extent permitted by applicable law, all right, title, and interest in and to the Work Products,  including but not limited to all Intellectual Property pertaining thereto, and in and to all works  based upon, derived from, or incorporating such Work Products, and in and to all income, royalties,  damages, claims and payments now or hereafter due or payable with respect thereto, and in and to  all causes of action, either in law or in equity for past, present, or future infringement. Employee  hereby waives and further agrees not to assert Employee’s rights known in various jurisdictions as  moral rights and grants the Company Group the right to make changes, as the Company Group  deems necessary, in the Work Products.   (d) License of Intellectual Property Not Assigned. Notwithstanding the above,  should Employee be deemed to own or have any Intellectual Property that is used, embodied, or  reflected in the Work Products, Employee hereby grants to the Company Group, its successors and  assigns, the non-exclusive, irrevocable, perpetual, worldwide, fully paid and royalty-free license,  with rights to sublicense through multiple levels of sublicenses, to use, reproduce, publish, create  derivative works of, market, advertise, distribute, sell, publicly perform and publicly display and  otherwise exploit by all means now known or later developed the Work Products and Intellectual  Property.    (e) Maintenance; Disclosure; Execution; Attorney-In-Fact. Employee will, at  the request and cost of the Assigned Party, sign, execute, make and do all such deeds, documents,  acts and things as the Assigned Party and their duly authorized agents may reasonably require to  apply for, obtain and vest in the name of the Assigned Party alone (unless the Assigned Party  otherwise directs) letters patent, copyrights or other analogous protection in any country  throughout the world and when so obtained or vested to renew and restore the same. In the event  the Assigned Party is unable, after reasonable effort, to secure Employee’s signature on any letters  patent, copyright or other analogous protection relating to a Work Product, whether because of  Employee’s physical or mental incapacity or for any other reason whatsoever, Employee hereby  irrevocably designates and appoints the Assigned Party and their duly authorized officers and  agents as Employee’s agent and attorney-in-fact (which designation and appointment shall be (i)  deemed coupled with an interest and (ii) irrevocable, and shall survive Employee’s death or  incapacity), to act for and in Employee’s behalf and stead to execute and file any such application  or applications and to do all other lawfully permitted acts to further the prosecution and issuance  of letters patent, copyright or other analogous protection thereon with the same legal force and  effect as if executed by Employee.   (f) Employee’s Representations Regarding Work Products. Employee  represents and warrants that all Work Products that Employee makes, works on, conceives, or  reduces to practice, individually or jointly with others, in the course of performing Employee’s  duties for Assigned Party under this Agreement are (i) original or an improvement of the Assigned  DocuSign Envelope ID: 7EA86BB6-4AF1-4E33-A847-90340829D304 





 






  Page 14 of 19    Party’s prior Work Products and (ii) do not include, copy, use, or infringe any Intellectual Property  rights of a third party.    10. Cooperation.  Employee agrees that at all times during the Employee’s employment  with the Company and at all times thereafter (including following the termination of the Employee’s  employment for any reason), Employee will cooperate with all reasonable requests by the Company  Group for assistance in connection with any action, suit, or proceeding, whether civil, criminal,  administrative, or investigative, involving the Company Group, including by providing truthful  testimony in person in any such action, suit, or proceeding, and by providing information and  meeting and consulting with the Board or their representatives or counsel, or representatives of or  counsel to the Company Group, as reasonably requested; provided, however, that the foregoing  shall not apply to any action, suit, or proceeding involving disputes between Employee and the  Company Group arising under this Agreement or any other agreement. Employee shall be  reasonably compensated for time spent at the Company Group’s request providing cooperation  pursuant to this Section at an hourly rate equal to Employee’s Base Salary divided by 2,080.   11. Indemnification. During and after the Employment Term, the Employee shall be  entitled to all rights to indemnification available under the by-laws, certificate of incorporation and  any director and officer insurance policies of Greenlane and the Company, any indemnification  agreement entered into between Greenlane and Employee, or to which Employee may otherwise be  entitled through Greenlane, the Company, and/or any of their respective subsidiaries and affiliates,  in accordance with their respective terms.    12. Severability; Independent Covenants. If any term or provision of this Agreement  shall be determined by a court of competent jurisdiction to be illegal, invalid or unenforceable for  any reason, the remaining provisions of this Agreement shall remain enforceable and the invalid,  illegal or unenforceable provisions shall be modified so as to be valid and enforceable and shall be  enforced as modified. If, moreover, any part of this Agreement is for any reason held too  excessively broad as to time, duration, geographic scope, activity, or subject, it is the intent of the  Parties that this Agreement shall be judicially modified by limiting or reducing it so as to be  enforceable to the extent compatible with the applicable law. The existence of any claim or cause  of action of Employee against the Company Group (or against any member, shareholder, director,  officer or employee thereof), whether arising out of the Agreement or otherwise, shall not constitute  a defense to: (i) the enforcement by the Company Group of any of the restrictive covenants set forth  in this Agreement; or (ii) the Company Group’s entitlement to any remedies hereunder.  Employee’s  obligations under this Agreement are independent of any of the Company Group’s obligations to  the Employee.    13. Remedies for Breach. Employee acknowledges and agrees that it would be difficult  to measure the damages to the Company Group from any breach or threatened breach by Employee  of this Agreement, including but not limited to Sections 6, 8, and 9 hereof; that injury to the  Company Group from any such breach would be irreparable; and that money damages would  therefore be an inadequate remedy for any such breach. Accordingly, Employee agrees that if  Employee breaches or threatens to breach any of the promises contained in this Agreement, the  Company Group shall, in addition to all other remedies it may have (including monetary remedies),  be entitled to seek an injunction and/or equitable relief, on a temporary or permanent basis, to  restrain any such breach or threatened breach without showing or proving any actual damage to the  DocuSign Envelope ID: 7EA86BB6-4AF1-4E33-A847-90340829D304 





 






  Page 15 of 19    Company Group. Nothing herein shall be construed as a waiver of any right the Company Group  may have or hereafter acquire to pursue any other remedies available to it for such breach or  threatened breach, including recovery of damages from Employee. Notwithstanding any provision  of this Agreement to the contrary, Employee shall not be entitled to any post-termination payments  pursuant hereto during any period in which Employee is materially violating any of Employee’s  obligations under Sections 6,  8, 9 or 10 hereof.    14. Assignment; Third-Party Beneficiaries. The rights of the Company under this  Agreement may, without the consent of Employee, be assigned by the Company to (i) any person,  firm, corporation, or other business entity which at any time, whether by purchase, merger, or  otherwise, directly or indirectly, a controlling interest in the Company ( >50% of voting power), or  all or substantially all of the Company’s stock or assets, or (ii) any affiliate or future affiliate of the  Company, and such assignment by Company pursuant to this Section 14 shall automatically, and  without any further action required by the Parties, relieve the assignor Company (and discharge and  release the assignor Company) from all obligations and liabilities under or related to this Agreement  (all such obligations and/or automatically liabilities assumed by the assignee Company). This  Agreement shall be binding upon and inure to the benefit of any successor or assigns of Company.   Employee may not assign this Agreement without the written consent of the Company. Employee  agrees that each member of the Company Group is an express third party beneficiary of this  Agreement, and this Agreement, including other obligations set forth in Sections 6, 8, 9, and 10,  are for each such member’s benefit. Employee expressly agrees and consents to the enforcement of  this Agreement, including but not limited to other obligations in Sections 6, 8, 9, and 10  hereof, by  any member of the Company Group as well as by the Company Group’s future affiliates, successors  and/or assigns.    15. Attorneys’ Fees and Costs. In any action brought to enforce or otherwise interpret  any provision of this Agreement, the prevailing Party shall be entitled to recover reasonable  attorneys’ fees and costs from the non-prevailing Party to the action or proceeding, including  through settlement, judgment and/or appeal.  16. Governing Law; Arbitration.   (a) Governing Law. This Agreement shall be governed by the laws of the State  of Florida, without regard to its choice of law principles, except where the application of federal  law applies.    (b) Arbitration. The Parties agree that any dispute, controversy, or claim  arising out of or related to this Agreement, to the maximum extent allowed by applicable law, shall  be submitted to final and binding arbitration administered by JAMS, Inc. (“JAMS”) in accordance  with the Federal Arbitration Act and the JAMS Employment Arbitration Rules and Procedures  (the “Rules”) then in effect, and conducted in Boca Raton, Florida by a single neutral arbitrator  selected in accordance with the Rules. The Rules can be found at www.jamsadr.com/rules- employment-arbitration/. In arbitration, the Parties have the right to be represented by legal  counsel; the arbitrator shall permit adequate discovery sufficient to allow the Parties to vindicate  their claims and may not limit the Parties’ rights to reasonable discovery; the Parties shall have the  right to subpoena witnesses to compel their attendance at hearings and to cross-examine witnesses;  the Parties shall have the right to file dispositive motions, including motions for summary  DocuSign Envelope ID: 7EA86BB6-4AF1-4E33-A847-90340829D304 





 






  Page 16 of 19    judgment or adjudication, without the prior approval of the arbitrator; and the arbitrator's decision  shall be in writing and shall contain essential findings of fact and conclusions of law on which the  award is based. The arbitrator shall have the power to resolve all disputes and award any type of  legal or equitable relief, to the extent such relief is available under applicable law. Employee will  be responsible for paying any initial case management fee, but all other costs of arbitration will be  borne by the Company.  The parties agree that all fee deposits, as provided under JAMS  Employment Rule 31(b), will be due within 30 days of the issuance of the invoice unless the parties  mutually agree to extend the time to pay the invoice, or the arbitrator orders the deadline extended  based on a showing of good cause.  Any award by the arbitrator may be entered as a judgment in  any court having jurisdiction in an action to confirm or enforce the arbitration award. Except as  necessary to confirm or enforce an award, the Parties agree to keep all arbitration proceedings  completely confidential. Notwithstanding the foregoing, either Party may seek preliminary  injunctive and/or other equitable relief from a court of competent jurisdiction in support of claims  to be prosecuted in arbitration. In the event a dispute, controversy, or claim arising out of or related  to this Agreement is found to fall outside of the arbitration provision in this Section 16(b), the  Parties agree to submit to the exclusive jurisdiction and venue of the state and federal courts in  Palm Beach County, Florida for the resolution of such dispute, controversy, or claim.  (c) Employee acknowledges that this agreement to arbitration of claims set  forth in Section 16(b) above is entered freely and knowingly, as part of an arms-length negotiation,  and Employee has not been coerced, threatened, or forced into this agreement, nor has the  Company conditioned employment, on-going employment, or the receipt of any employment- related benefit, upon the acceptance of the covenants in Section 16(b).    17. Mutual Waiver of Jury Trial in Court Proceedings. EACH PARTY HERETO  IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND A TRIAL  BY JURY FOR ANY CAUSE OF ACTION, CLAIM, RIGHT, ACTION, PROCEEDING OR  COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT  OR THE RELATIONSHIP OF THE PARTIES. THIS WAIVER EXTENDS TO ANY AND ALL  RIGHTS TO DEMAND A TRIAL BY JURY ARISING FROM ANY SOURCE, INCLUDING  BUT NOT LIMITED TO THE CONSTITUTION OF THE UNITED STATES, THE  CONSTITUTION OF ANY STATE, COMMON LAW OR ANY APPLICABLE STATUTE OR  REGULATION.  EACH PARTY HEREBY ACKNOWLEDGES THAT IT IS KNOWINGLY  AND VOLUNTARILY WAIVING THE RIGHT TO DEMAND TRIAL BY JURY.  18. Waiver. No waiver of any breach or other rights under this Agreement shall be  deemed a waiver unless the acknowledgment of the waiver is in writing executed by the Party  committing the waiver. No waiver shall be deemed to be a waiver of any subsequent breach or  rights. All rights are cumulative under this Agreement. The failure or delay of the Company at any  time or times to require performance of, or to exercise any of its powers, rights or remedies with  respect to any term or provision of this Agreement or any other aspect of Employee’s conduct or  employment in no manner (except as otherwise expressly provided herein) shall affect the  Company’s right at a later time to enforce any such term or provision.  19. Survival. Employee’s post-termination obligations and the Company Group’s post- termination rights under Sections 6 through 19 of this Agreement shall survive the termination of  this Agreement and the termination of Employee’s employment with the Company regardless of  DocuSign Envelope ID: 7EA86BB6-4AF1-4E33-A847-90340829D304 





 






  Page 17 of 19    the reason for termination; shall continue in full force and effect in accordance with their terms;  and shall continue to be binding on the Parties.   20. Independent Advice.  Employee acknowledges that the Company has provided  Employee with a reasonable opportunity to obtain independent legal advice with respect to this  Agreement, and that either: (a) Employee has had such independent legal advice prior to executing  this Agreement; or (b) Employee has willingly chosen not to obtain such advice and to execute this  Agreement without having obtained such advice.  21. Entire Agreement. This Agreement constitutes the entire understanding of the  Parties relating to the subject matter hereof and supersedes all prior agreements, understandings,  arrangements, promises and commitments, whether written or oral, express or implied, relating to  the subject matter hereof, and all such prior agreements, understandings, arrangements, promises  and commitments, including but not limited to the Employment Agreement, are hereby canceled  and terminated. For avoidance of doubt, this Agreement does not supersede, nullify, or otherwise  impact any retention bonuses or equity grants issued to Employee prior to the Effective Date.   22. Amendment. This Agreement may not be amended, supplemented or modified in  whole or in part except by an instrument in writing signed by the Party or Parties against whom  enforcement of such amendment, supplement, or modification is sought.  23. Notices. Any notice, request or other document required or permitted to be given  under this Agreement shall be in writing and shall be deemed given: (a) upon delivery, if delivered  by hand; (b) three (3) days after the date of deposit in the mail, postage prepaid, if mailed by  certified U.S. mail; or (c) on the next business day, if sent by e-mail or prepaid overnight courier  service. If not personally delivered by hand, notice shall be sent using the addresses and/or email  addresses set forth below or to such other address as either Party may designate by written notice  to the other:  If to the Employee:  at the Employee’s most recent address on the records of the Company.  If to the Company, to:  Warehouse Goods LLC  Attention: Amir Sadr, General Counsel  1095 Broken Sound Parkway NW, Suite 300,   Boca Raton, FL 33487  asadr@greenlane.com    With a copy to:   Legal@greenlane.com    24. Code Section 409A Compliance. It is intended that the provisions of this Agreement  are either exempt from or comply with the terms and conditions of Section 409A of the Code and  to the extent that the requirements of Section 409A of the Code are applicable thereto, all provisions  of this Agreement shall be construed in a manner consistent with the requirements for avoiding  taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company  DocuSign Envelope ID: 7EA86BB6-4AF1-4E33-A847-90340829D304 





 






  Page 18 of 19    shall have no liability with regard to any failure to comply with Section 409A of the Code. If under  this Agreement, an amount is to be paid in two (2) or more installments, for purposes of Section  409A of the Code each installment shall be treated as a separate payment. Notwithstanding anything  herein to the contrary or otherwise, except to the extent any expense, reimbursement or in-kind  benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within  the meaning of Section 409A of the Code and the regulations and other guidance thereunder: (i) the  amount of expenses eligible for reimbursement or in-kind benefits provided to Employee during  any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind  benefits provided to Employee in any other calendar year; (ii) the reimbursements for expenses for  which Employee is entitled to be reimbursed shall be made on or before the last day of the calendar  year following the calendar year in which the applicable expense is incurred; and (iii) the right to  payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for  any other benefit.  25. Counterparts; Electronic Transmission; Headings. This Agreement may be  executed in two (2) or more counterparts, each of which shall be deemed an original, including an  electronic copy or facsimile, but all of which taken together shall constitute one and the same  instrument. The headings used herein are for ease of reference only and shall not define or limit the  provisions hereof.    [Remainder of this page intentionally left blank; signatures follow.]   DocuSign Envelope ID: 7EA86BB6-4AF1-4E33-A847-90340829D304 





 






  Page 19 of 19    IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above  written.        Solely with Respect to Section 3(a) and (b):    GREENLANE HOLDINGS, INC.      By:        Name:        Title:           COMPANY    WAREHOUSE GOODS LLC      By:        Name:        Title:              EMPLOYEE              Name: Craig Snyder  Title: Chief Commercial Officer    DocuSign Envelope ID: 7EA86BB6-4AF1-4E33-A847-90340829D304 CEO Nick Kovacevich Nick Kovacevich CEO