severanceandrelease-rodr






     1  CONFIDENTIAL SEPARATION AND GENERAL RELEASE AGREEMENT    THIS CONFIDENTIAL SEPARATION AND GENERAL RELEASE AGREEMENT  (the “Agreement”) is entered into on August _____, 2022, between RODRIGO DE OLIVEIRA  (the “Employee”) and Warehouse Goods LLC (the “Company”) (collectively, the “Parties”), as  follows:     Terms and Conditions    1. Separation of Employment.  Employee hereby acknowledges that Employee's  employment with the Company will be terminated on September 30, 2022 (the “Separation Date”).   The Parties mutually agree that the offer letter previously entered into by and between Employee  and the Company’s predecessor-in-interest, Kim International LLC, as amended by that certain  letter dated June 16, 2021 and that certain letter dated April 1, 2022 (collectively, the “Employment  Agreement”) shall terminate effective as of the Separation Date.     2. Final Wages; Termination of Benefits.  Regardless of whether Employee signs this  Agreement, the Company will pay Employee all wages earned and all accrued paid time off for  which Employee is eligible through the Separation Date, less applicable withholdings, in  accordance with the Company's regular payroll practices or earlier when required by applicable  state law.  Employee acknowledges that Employee’s health care insurance coverage and all other  benefits will terminate effective on the last day of the month in which the Separation Date occurs,  unless Employee thereafter timely elects to continue health care insurance coverage pursuant to  the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) at Employee’s own expense.   Employee acknowledges that Employee will receive information via separate correspondence  regarding Employee’s rights under COBRA.     3. Consideration.  In consideration for Employee’s release of claims in Section 4 below  and Employee’s release of claims in Section 3 of the Reaffirmation attached hereto as Exhibit “A”  (the “Reaffirmation”), the other promises made by Employee herein, and in full satisfaction of all  final payments due Employee from the Company (including, but not limited to severance pay,  benefits or other remuneration in whatever form), and provided that (i) this Agreement and the  Reaffirmation are timely signed by Employee and returned to Company as set forth in Section 30  of this Agreement, (ii) all Company property is returned by Employee to Company as set forth in  Section 9 of this Agreement, then the Company shall pay Employee the gross amount of: (a)  $273,750.00, which represents nine (9) months of Employee’s base salary; (b) $164,250.00, which  represents a prorated portion of the Employee’s annual bonus; (c) $21,385.68, which is equal to  the applicable COBRA premium payments (as reasonably determined by the Administrator as of  the time of Participant’s termination of employment) that would be payable by the Participant to  continue the Participant’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  12 months from  the Separation Date (collectively the “Payment”). The Payment will be paid by Company to  Employee in equal bi-weekly installments over the course of the Company’s regular bi-weekly  paydays, beginning with the Company’s first regular payday following the expiration of the  revocation period set forth in Section 30 and Section 7 of the Reaffirmation.  Employee  understands that the Payment is subject to applicable payroll withholding deductions.  No  DocuSign Envelope ID: 0557AF6F-DE77-4BD8-A9FA-D8D1CCD62CCA 12 





 






     2  deductions will be made from the Payment for medical, dental, or life insurance premiums, flexible  spending or 401K deductions.  In addition, the Company shall provide Employee with reasonable  senior executive outplacement services, provided by a vendor chosen by the Company, at the  Company’s expense.  Employee acknowledges that payment of any amounts to, or on behalf of,  Employee under this Agreement does not, in any way, extend the period of employment or  continuous service beyond the last day of employment or confer any other rights or benefits other  than what may be set forth expressly herein. Employee agrees that: (a) the Payment constitutes  good and valuable consideration for Employee’s execution of this Agreement; (b) the Payment  exceeds anything due from the Company or any of the other Releasees (defined in Section 4 below)  to Employee through the Separation Date; and (c) apart from Employee’s final paycheck,  Employee has no further entitlement to or claim for any other severance pay, wages, bonuses,  commissions, benefits, vacation, damages, attorneys’ fees or costs or any other sum of money from  the Company or any of the Releasees (defined in Paragraph 4 below) for any reason whatsoever,  including, without limitation, pursuant to the Employment Agreement.     4. General Release.  In consideration for the Payment, Employee fully and completely  releases and gives up any and all waivable claims and rights that Employee may have against the  Company, its parents, subsidiaries, and affiliates, including but not limited to Greenlane Holdings,  Inc. and Greenlane Holdings, LLC (formerly known as Jacoby Holdings LLC) and each of their  officers, directors, members, shareholders, employees, agents, representatives, consultants,  fiduciaries, attorneys, insurers, benefit plans, plan administrators, joint venture partners,  subsidiaries and affiliates, and all of their predecessors, successors, and assigns (collectively, the  “Releasees”).  This Agreement applies to all waivable claims resulting from anything that has  happened up through the date that Employee signs this Agreement, including claims of which  Employee is not aware and those not specifically mentioned in this Agreement.  Employee  understands that this Agreement does not waive rights or claims that may arise from events that  occur after Employee signs this Agreement.  Without limiting the generality of the foregoing,  Employee specifically releases all waivable claims relating to: (i) Employee’s employment by the  Company, the terms and conditions of such employment, the Employment Agreement, employee  benefits related to Employee’s employment with the Company, the termination of Employee’s  employment with the Company, and/or any of the events relating directly or indirectly to or  surrounding such termination; (ii) any and all claims of discrimination, harassment,  whistleblowing or retaliation in employment (whether based on federal, state or local law, statutory  or decisional), including without limitation, all claims under the Age Discrimination in  Employment Act of 1967, as amended (“ADEA”) (this release is meant to comply with the Older  Workers Benefit Protection Act (“OWBPA”), 29 U.S.C. § 621 et seq., which statute was enacted  to, among other things, ensure that individuals age 40 or older who waive their rights under the  ADEA do so knowingly and voluntarily), the Worker’s Adjustment and Retraining Notification  Act (“WARN”), Title VII of the Civil Rights Act of 1964, as amended (“Title VII”), the Americans  with Disabilities Act, as amended (“ADA”), the Civil Rights Act of 1991, the Reconstruction Era  Civil Rights Act of 1866, 42 USC §§ 1981-86, as amended, the Equal Pay Act (“EPA”), the Family  and Medical Leave Act, as amended (“FMLA”), the Employee Retirement Income Security Act  (“ERISA”) (other than claims with regard to vested benefits), Sections 503 and 504 of the  Rehabilitation Act of 1973, the Occupational Safety and Health Act (“OSHA”), the National Labor  Relations Act (“NLRA”), or any state, county or local discrimination, harassment, whistle blowing  or retaliation law; (iii) any and all claims under any provision of California law, statutory or  DocuSign Envelope ID: 0557AF6F-DE77-4BD8-A9FA-D8D1CCD62CCA 





 






     3  decisional, including without limitation the Fair Employment and Housing Act, the California  Family Rights Act, Cal-OSHA, the Cal-WARN Act, the California Health and Safety Code,  Industrial Welfare Commission Wage Orders, the Government Code, the Business & Professions  Code, the Labor Code, the Civil Code, and otherwise; (iv) any and all claims for damages of any  kind whatsoever, including without limitation compensatory, punitive, treble, liquidated and/or  consequential damages; (v) any and all claims under any contract, whether express or implied, and  all claims in equity; (vi) any and all claims for unintentional or intentional torts, for emotional  distress, and for pain and suffering; (vii) any and all claims for violation of any statutory or  administrative rules, regulations or codes; and (viii) any and all claims for attorneys’ fees,  paralegals’ fees, costs, disbursements, wages, bonuses, benefits, vacation and/or the like.   Employee represents that Employee knows of no claim that Employee has against the Company  or any of the other Releasees that is not released by this Section 4.  Employee understands and  agrees that this Agreement is binding on Employee and on anyone who succeeds to Employee’s  rights.    Employee waives and releases any right to serve as a class representative or class member  or representative aggrieved employee, including under the California Labor Code Private Attorney  General Act, in any action against any Releasees, or any of them. In the event Employee learns  they may be a class member or member of a putative class in any action against any Releasee,  Employee shall immediately opt out without demand by any Releasee. Employee waives personal  recovery in any class or putative class action and any representative action, including under the  California Labor Code Private Attorney General Act.    Employee acknowledges that he/she has read and fully understands the provisions of  Section 1542 of the California Civil Code, which provides:    A general release does not extend to claims that the creditor or  releasing party does not know or suspect to exist in his or her  favor at the time of executing the release and that, if known by  him or her, would have materially affected his or her settlement  with the debtor or released party.    Employee intends the release set forth in this Agreement to include all claims encompassed  by this Section 4, known and unknown, intends to waive and relinquish every right or benefit they  had, have or may have under California Civil Code Section 1542, and intend their release to extend  to, and include without limitation, all claims which are presently unknown, unanticipated and/or  unsuspected. The releases set forth herein do not include any claims for state or federal  unemployment or disability compensation to which Employee may be entitled under the law or  Employee’s rights to continuation coverage under the Company’s group health plan which, if  applicable, will be offered in accordance with the provisions of COBRA or other applicable law.  The Company agrees it will not oppose Employee’s claim for unemployment benefits.    5. Taxes and Indemnification.  Employee agrees to pay any and all taxes (other than  payroll taxes) found to be owed from Payment made pursuant to this Agreement and to indemnify  and hold the Company harmless for any federal, state and local tax liability, including taxes,  interest, penalties or the like, and required withholdings, which may be or is asserted against or  DocuSign Envelope ID: 0557AF6F-DE77-4BD8-A9FA-D8D1CCD62CCA 





 






     4  imposed upon the Releasees by any taxing authority based upon any amounts paid to Employee as  a result of Employee's non-payment of taxes of such amounts for which Employee is legally  responsible.  Employee understands and agrees that any necessary tax documentation, such as W- 2s, may be filed by Company with regard to monies paid under this Agreement.  Employee and  the Company acknowledge that nothing herein shall constitute tax advice to the other party.  6. Non-Disparagement; Social Media.  Employee and Company each agrees and  warrants that at no time in the future will Employee or Company make any statements (orally or  in writing, including, without limitation, whether in fiction or nonfiction) or take any actions which  could reasonably be considered to disparage or defame the Releasees or Employee, or in any way,  directly or indirectly, cause the making of such statements, or the taking of such actions by anyone  else, including but not limited to other current or former employees of Company.  Nothing in this  Paragraph 6 is intended to, nor should be construed to limit Employee's rights as outlined in  Paragraph 11 below or either Party’s right to respond truthfully to valid legal process. In addition,  -within sixty days from the Separation Date, Employee agrees to update Employee’s profile on  social media websites (such as LinkedIn) to reflect that Employee is no longer an employee of the  Company.    7. Incitement of Claims; Participation in Claims.  Employee agrees that Employee will  not encourage or incite any person including, but not limited to, other current or former employees  of the Company, to assert any complaint or claim in federal or state court against the Company or  any of the other Releasees (except as outlined in Paragraph 11 below).  Employee also agrees not  to participate, cooperate or assist in any manner, whether as a witness, expert, consultant or  otherwise, in any lawsuit, complaint, charge or other proceeding involving the Company or any of  the other Releasees as a party unless requested to do so by the Company, compelled by subpoena  or court order, or as outlined in Paragraph 11 below.  8. No Claims Filed.  Employee represents and warrants that Employee has not filed  any claims or causes of action against the Releasees, including but not limited to any charges of  discrimination, harassment or retaliation, with any federal, state or local agency or court.   Employee’s representation to same constitutes a material inducement for Company entering into  this Agreement.  In the event that Employee has filed such a claim or cause of action, it will be  considered a material breach of the terms of this Agreement.    9. Return of Company Property.  Within Seven (7) days after the Separation Date,  Employee agrees to return all Company property including, but not limited to, documents,  confidential information, books, records, equipment and/or files, whether prepared by Employee  or otherwise coming into Employee’s possession. Company will be providing Employee with a  box and return label for shipment. Employee agrees not to retain any copies, other reproductions,  or extracts of the Company’s property, documents, and/or confidential information, in electronic  form or otherwise after all Company property is returned to Company under this Paragraph 9.     10. Confidentiality of Agreement.  Employee agrees not to disclose at any time in the  future any of the terms of this Agreement, except that Employee may disclose the terms of this  Agreement: (i) as may be required by law; (ii) to any taxing authority, such as the IRS; (iii) to a  court of competent jurisdiction for purposes of enforcement of, or for demonstrating a breach of  this Agreement; and (iv) to Employee’s spouse, attorney and/or tax and financial advisors,  DocuSign Envelope ID: 0557AF6F-DE77-4BD8-A9FA-D8D1CCD62CCA 





 






     5  provided that the individual first agrees to keep the terms of this Agreement confidential.   Employee acknowledges and agrees that any other disclosure regarding the terms of this  Agreement would constitute a material breach of the Agreement.  If Employee is compelled by  legal subpoena or court order to provide information covered by this Section 10, prior to such  disclosure, Employee will immediately provide a copy of such judicial order or subpoena, by  overnight delivery and e-mail to the Company, attention Amir Sadr, General Counsel at 6261  Katella Avenue, Suite 250, 90630, asadr@greenlane.com.  Employee agrees to provide the  Company with a reasonable opportunity to intervene to assert what rights it may have to non- disclosure, prior to any response to the order or subpoena.  Nothing in this Paragraph 10 is  intended to, nor should be construed to, limit Employee’s rights as outlined in Paragraph 11  below.    11. Non-Interference.  Nothing in this Agreement shall be construed to prohibit  Employee from:  (i) filing a charge or participating in any investigation or proceeding conducted  by the Equal Employment Opportunity Commission or other federal, state or local government  agency charged with enforcement of any law; (ii)  reporting possible violations of any law, rule or  regulation to any governmental agency or entity charged with enforcement of any law, rule or  regulation; or (iii) making other disclosures that are protected under whistleblower provisions of  any law, rule or regulation.  Notwithstanding the foregoing, by signing this Agreement, Employee  expressly waives Employee’s right to recover damages and to be awarded equitable and/or  injunctive relief in connection with any administrative or court action brought against the  Company or any of the other Releasees, whether brought by Employee, on Employee’s behalf, or  by any government agency or other party, related in any way to the matters released in Section 4  above. However, Employee does not waive any right (if any) Employee may have to recover a  bounty or reward from the Securities and Exchange Commission (“SEC”) in connection with the  disclosure of information to the SEC.   12. Reports. Employee further represents that Employee (i) has reported to the  Company any and all work-related injuries incurred during employment; (ii) the Company  properly provided any leave of absence because of Employee or a family member’s health  condition and Employee has not been subjected to any improper treatment, conduct or actions due  to a request for or taking such leave; and (iii) Employee has provided the Company with written  notice of any actual knowledge of Employee concerning bank fraud, wire fraud, mail fraud,  securities fraud, any violation of a rule or regulation of the SEC, any violation of federal law, or  any violation of the Company’s Code of Business Conduct.  13. Survival of Post-Termination Obligations.  Employee acknowledges and re-affirms  Employee's obligations to comply with Employee's post-termination obligations, if any, under that  certain Confidentiality Agreement executed by and between Employee and KushCo Holdings, Inc.  (predecessor-in-interest to the Company)  (the “Confidentiality Agreement”), as well as the  Employment Agreement, which shall survive termination of this Agreement, termination of the  Employment Agreement, and termination of Employee’s employment with the Company, and  remain in full force and effect hereafter, save and except any such obligations, if any, which are  unenforceable under applicable law in the subject jurisdiction at the time.      14. Severability.  Should a court of competent jurisdiction determine that the general  release set forth in Section 4 above is invalid, void and/or unenforceable, then Employee agrees  DocuSign Envelope ID: 0557AF6F-DE77-4BD8-A9FA-D8D1CCD62CCA 





 






     6  that the Company's obligations under this Agreement or the Reaffirmation are null and void and  Employee shall return to the Company the Payment made to Employee under this Agreement or  the Reaffirmation.  If any other provisions in this Agreement are held by a court of competent  jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless  continue in full force without being impaired or invalidated in any way.  Nothing in this Section  14 is intended to, nor shall be construed to, apply to any contrary rights of Employee under the  ADEA.    15. Acknowledgment.  Employee acknowledges that Employee has been advised by the  Company in writing to consult with an attorney before signing this Agreement; acknowledges and  understands that the general release contained in Section 4 above effectively waives all claims  against Releasees under the ADEA; and acknowledges that Employee has been afforded the  opportunity to consider the terms of this Agreement for a period of twenty-one (21) days prior to  its execution. Employee acknowledges that Employee may use as much or as little of the forty- twenty-one (21) day period to make Employee’s decision to execute this Agreement.  Any material  or non-material changes made to this Agreement after Employee receives this Agreement do not  restart the running of the 21-day period.  Employee acknowledges that no representation, promise  or inducement has been made other than as set forth in this Agreement, and that Employee enters  into this Agreement without reliance upon any other representation, promise or inducement not set  forth herein.  Employee acknowledges and represents that Employee assumes the risk for any  mistake of fact now known or unknown, and that Employee understands and acknowledges the  significance and consequences of this Agreement.  Employee further acknowledges that Employee  has read this Agreement in their entirety; that Employee fully understands all of the terms and their  significance; and that Employee has signed this Agreement voluntarily, knowingly and of  Employee’s own free will.  Employee further affirms that, upon receipt of Employee’s final  paycheck, Employee will have been paid and/or have received all leave (paid or unpaid), base  salary, commissions, bonuses, and all other compensation and benefits to which Employee may  have been entitled from the Company through the Separation Date.  Employee further affirms that  Employee has been provided and/or has not been denied any leave requested under the Family and  Medical Leave Act or any similar state or federal law, and has not suffered any workplace injuries  or occupational diseases that have not previously been reported to the Company.    16. References.  Company and Employee agree that the Company’s Human Resources  Team will respond to reference inquiries regarding Employee by providing only Employee’s dates  of employment, last position held, and last salary (if permissible under applicable state and local  law).  Employee understands and agrees that the Company is not responsible for any information  given regarding Employee that was solicited from any source other than the Company's Human  Resources Team.    17. Breach.  Employee acknowledges that if Employee materially breaches or threatens  to materially breach this Agreement or the Reaffirmation, breaches the confidentiality, non- incitement, and non-disparagement provisions of this Agreement, breaches the post-termination  obligations contained in the Employment Agreement or Confidentiality Agreement, and/or  commences a suit, action, proceeding or complaint in contravention of this Agreement and waiver  of claims (except as outlined in Section 11 above), the Company’s obligations to provide  Employee the Payment referred to above shall immediately cease and the Company shall be  DocuSign Envelope ID: 0557AF6F-DE77-4BD8-A9FA-D8D1CCD62CCA 





 






     7  entitled to all other remedies allowed in law or equity, including but not limited to the return of  any payments made to Employee under this Agreement.  Further, nothing in this Agreement shall  prevent the Company from pursuing an injunction to enforce Employee’s post-termination  obligations in the Employment Agreement and Confidentiality Agreement.  Nothing in this Section  17 is intended to, nor shall be construed to, apply to any contrary rights of Employee under the  ADEA.    18. Non-Admission.  The Parties understand that the Payment and other matters agreed  to herein are not to be construed as an admission of or evidence of liability for any violation of the  law, willful or otherwise by any entity or any person.    19. Complete Agreement.  This Agreement and the Reaffirmation shall not be modified  unless in writing and signed by both the Company and the Employee.  The Parties agree that this  Agreement and the Reaffirmation sets forth all the promises and agreements between them and  supersede all prior and contemporaneous agreements, understandings, inducements or conditions,  expressed or implied, oral or written, except that the post-employment obligations contained in the  Confidentiality Agreement and Employment Agreement shall remain in full force and effect  following the Employee's execution of this Agreement, shall survive the termination of Employee's  employment, and are incorporated by reference herein, save and except any such obligations, if  any, which are unenforceable under applicable law in the subject jurisdiction at the time.  20. Binding Effect.  This Agreement shall be binding upon and shall inure to the benefit  of the Parties’ representatives, agents, successors, assigns, heirs, attorneys, affiliates, and  predecessors.  21. Enforcement.  This Agreement shall be governed by the laws of the state of  California, without regard to its choice of law principles, except where the application of federal  law applies.  If either Party breaches this Agreement or any dispute arises out of or relating to this  Agreement, the prevailing party shall be entitled to its reasonable attorneys’ fees, paralegals' fees  and costs, at all levels.  In the event of any litigation arising out of this Agreement, the exclusive  venue shall be in in any state or federal court with competent jurisdiction over Orange County,  California.  The Parties hereby irrevocably submit to the exclusive jurisdiction of such courts and  waive the defense of inconvenient forum to the maintenance of any such action or proceeding in  such venue.  THE PARTIES SPECIFICALLY WAIVE THEIR RIGHT TO A TRIAL BY JURY  IN CONNECTION WITH ANY SUCH ACTION.  Nothing in this Section 20 is intended to, nor  shall be construed to, apply to any contrary rights of Employee under the ADEA.  22. No Transfer of Claims.  Employee represents and warrants that Employee has not  assigned, transferred, or purported to assign or transfer, to any person, firm, corporation,  association or entity whatsoever, any claims released herein.  Employee agrees to indemnify and  hold the Releasees harmless against, without any limitation, any and all rights, claims, warranties,  demands, debts, obligations, liabilities, costs, court costs, expenses (including attorneys’ fees,  paralegals' fees and costs, at all levels), causes of action or judgments based on or arising out of  any such assignment or transfer.  Employee further warrants that there is nothing that would  prohibit Employee from entering into this Agreement.  DocuSign Envelope ID: 0557AF6F-DE77-4BD8-A9FA-D8D1CCD62CCA 





 






     8  23. Cooperation.  In the event that the Company or any of its affiliates becomes involved  in any civil or criminal litigation, administrative proceeding or governmental investigation,  Employee shall, upon request, provide reasonable cooperation and assistance to the Company,  including without limitation, furnishing relevant information, attending meetings and providing  statements and testimony.  The Company will reimburse Employee for all reasonable and  necessary expenses Employee incurs in complying with this Section 23.  If necessary for any  employer of Employee, the Company will provide Employee with a proper subpoena in order to  obtain Employee’s reasonable cooperation with and assistance to the Company.  24. Section 409A.  This Agreement is intended to comply with Section 409A of the  Internal Revenue Code of 1986, as amended (Section 409A), or an exemption thereunder and shall  be construed and administered in accordance with Section 409A.  Notwithstanding any other  provision of this Agreement, payments provided under this Agreement may only be made upon an  event and in a manner that complies with Section 409A or an applicable exemption.  Any payments  under this Agreement that may be excluded from Section 409A either as separation pay due to an  involuntary separation from service, as a short-term deferral, or as a settlement payment pursuant  to a bona fide legal dispute, shall be excluded from Section 409A to the maximum extent possible.   For purposes of Section 409A, any installment payments provided under this Agreement shall each  be treated as a separate payment.  To the extent required under Section 409A, any payments to be  made under this Agreement upon a termination of employment shall only be made upon a  "separation from service" under Section 409A.  Notwithstanding the foregoing, the Company  makes no representations that the payments and benefits provided under this Agreement comply  with Section 409A and in no event shall the Company be liable for all or any portion of any taxes,  penalties, interest, or other expenses that may be incurred by the Employee on account of non- compliance with Section 409A.    25. Execution of Necessary Documents.  Each party shall, upon the request of the other,  execute and re-execute, acknowledge and deliver this Agreement and any and all papers or  documents or other instruments, as may be reasonably necessary to implement the terms hereof  with any formalities as may be required and, otherwise, shall cooperate to fulfill the terms hereof  and enable the other party to effectuate any of the provisions of this Agreement.    26. No Waiver; All Rights Are Cumulative.  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.    27. Construction; Headings.  The Parties expressly acknowledge that they have had  equal opportunity to negotiate the terms of this Agreement and that this Agreement shall not be  construed against the drafter. The headings contained in the Agreement are for reference purposes  only and shall not in any way affect the meaning or interpretation of this Agreement.    28. Electronic Transmissions and Counterparts.  This Agreement may be executed in  several counterparts and by electronic transmissions and all so executed shall constitute one  Agreement, binding on all the Parties hereto, notwithstanding that the Parties are not signatories  to the original or same counterpart.  DocuSign Envelope ID: 0557AF6F-DE77-4BD8-A9FA-D8D1CCD62CCA 





 






     9    29. Capacity.  Employee represents and warrants that in negotiating and executing this  Agreement, Employee is not, and has not been, under the influence of any drugs, medications or  other substances which might in any way impair Employee’s judgment or ability to understand the  terms of this Agreement.    30. Right of Revocation.  Employee has the right to revoke this Agreement within seven  (7) days after Employee's execution of this Agreement by giving written notice of such revocation  to the Company, attention Amir Sadr, General Counsel at 6261 Katella Avenue, Suite 250,  Cypress, California 90630, Asadr@greenlane.com, delivered by no later than the seventh day after  Employee signs and delivers this Agreement to the Company.  As such, provided this Agreement  has not been timely revoked by Employee, this Agreement shall become effective until the eighth  (8th) day following Employee’s signing of this Agreement (the Effective Date”). In the event that  Employee revokes this Agreement, then this Agreement, and the promises contained therein, shall  automatically be deemed null and void and the Company will not be obligated to pay Employee  the Payment promised in Section 3 above. Employee acknowledges and understands that the  Company is not obligated to make the Payment to Employee until after the Effective Date.     [Remainder of Page Intentionally Left Blank; Signature Page Follows]       DocuSign Envelope ID: 0557AF6F-DE77-4BD8-A9FA-D8D1CCD62CCA 





 






     10  THIS IS A LEGAL DOCUMENT – READ CAREFULLY BEFORE SIGNING.  IN WITNESS WHEREOF, the Parties have executed this Agreement.  Employee represents and warrants that Employee has read this Agreement in its  entirety, has been offered a period of twenty-one (21) days to review this Agreement, and has  been advised in writing herein to consult with counsel prior to signing this Agreement.   Employee further represents and warrants that Employee is of sound mind and fully  understands and voluntarily assents to all of the terms of this Agreement.  EMPLOYEE:    _______________________________  Signature  _______________________________  Print Name  Date:_______________  COMPANY:  Warehouse Goods LLC   By:______________________________________        Signature  Title:____________________________________  _________________________________________  Print Name  Date:_______________       DocuSign Envelope ID: 0557AF6F-DE77-4BD8-A9FA-D8D1CCD62CCA CEO 8/13/2022 Nick Kovacevich 8/12/2022 Rodrigo De Oliveira 





 






     11  EXHIBIT A TO THE CONFIDENTIAL SEPARATION AND GENERAL RELEASE  AGREEMENT - REAFFIRMATION    This Reaffirmation should not be signed until on or after the Separation Date (as defined in  the Confidential Separation and General Release Agreement), and then must be returned  to the Company’s General Counsel, Amir Sadr, within seven (7) days after the Separation  Date.    REAFFIRMATION  1. This Reaffirmation as referred to and defined in the Confidential Separation and  General Release Agreement (the “Agreement”) between RODRIGO DE OLIVEIRA  (“Employee,” “I,” “me,” or “my”) and Warehouse Goods LLC  (the “Company”).  The Agreement  previously was signed by me and delivered to the Company.    2. I hereby affirm the validity of the Agreement, including but not limited to the  general release of the Releasees as defined in Section 4 of the Agreement (and as defined in Section  3 of this Reaffirmation below), and agree and acknowledge that the terms and conditions of the  Agreement are incorporated herein, as if fully restated herein.  I also affirm that I am not in breach  of any provision of the Agreement.  I acknowledge that the Agreement is complete, true, accurate,  valid and in full force and effect.     3. In exchange for the consideration described in Section 3 of the Agreement, I hereby  fully and completely release and give up any and all waivable claims and rights that I may have  against the Company, its parents, subsidiaries, affiliates, including but not limited to Greenlane  Holdings, Inc., and each of their officers, directors, members, shareholders, employees, agents,  representatives, consultants, fiduciaries, attorneys, insurers, benefit plans, plan administrators,  joint venture partners, subsidiaries and affiliates, and all of their predecessors, successors, and  assigns (collectively, the “Releasees”).  The release in this Reaffirmation applies to all waivable  claims resulting from anything that has happened up through the date I sign this Reaffirmation,  including claims of which I am not aware and those not specifically mentioned in this  Reaffirmation.  I understand that this Reaffirmation does not waive rights or claims that may arise  after the date that I sign this Reaffirmation.  Without limiting the generality of the foregoing, I  specifically release all waivable claims against the Releasees relating to: (i) my employment by  the Company, the terms and conditions of such employment, the offer letter (if any), employee  benefits related to my employment with the Company, the termination of my employment with  the Company, and/or any of the events relating directly or indirectly to or surrounding such  termination; (ii) any and all claims of discrimination, harassment, whistleblowing or retaliation in  employment (whether based on federal, state or local law, statutory or decisional), including  without limitation, all claims under the Age Discrimination in Employment Act of 1967, as  amended (“ADEA”) (this release is meant to comply with the Older Workers Benefit Protection  Act (“OWBPA”), 29 U.S.C. § 621 et seq., which statute was enacted to, among other things, ensure  that individuals age 40 or older who waive their rights under the ADEA do so knowingly and  voluntarily), the Worker’s Adjustment and Retraining Notification Act (“WARN”), Title VII of  the Civil Rights Act of 1964, as amended (“Title VII”), the Americans with Disabilities Act, as  amended (“ADA”), the Civil Rights Act of 1991, the Reconstruction Era Civil Rights Act of 1866,  42 USC §§ 1981-86, as amended, the Equal Pay Act (“EPA”), the Family and Medical Leave Act,  DocuSign Envelope ID: 0557AF6F-DE77-4BD8-A9FA-D8D1CCD62CCA 





 






     12  as amended (“FMLA”), the Employee Retirement Income Security Act (“ERISA”) (other than  claims with regard to vested benefits), Sections 503 and 504 of the Rehabilitation Act of 1973, the  Occupational Safety and Health Act (“OSHA”), the National Labor Relations Act (“NLRA”), or  any state or local discrimination, harassment, whistle blowing or retaliation law; (iii) any and all  claims for damages of any kind whatsoever, including without limitation compensatory, punitive,  treble, liquidated and/or consequential damages; (iv) any and all claims under any contract,  whether express or implied, and all claims in equity; (v) any and all claims for unintentional or  intentional torts, for emotional distress, and for pain and suffering; (vi) any and all claims for  violation of any statutory or administrative rules, regulations or codes; and (vii) any and all claims  for attorneys’ fees, paralegals’ fees, costs, disbursements, wages, bonuses, benefits, vacation  and/or the like.  I represent that I know of no claim that I have against the Company or any of the  other Releasees that is not released by this Section 3.  I understand and agree that this Reaffirmation  is binding on me and on anyone who succeeds to my rights.  I hereby irrevocably covenant to  refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or  causing to be commenced, any proceeding of any kind against any of the Releasees, based upon  any matter purported to be released hereby, and this covenant and release shall be a complete and  final bar to any claims released hereunder.  I understand that nothing in the Agreement or this  Reaffirmation shall preclude me from exercising my rights as set forth in Section 5 hereof.    4. I represent and warrant that I have not: (a) filed or initiated any legal proceedings  against any of the Releasees and that no such proceedings have been initiated on my behalf; (b)  assigned, transferred, pledged or otherwise disposed of or conveyed to any third party any right or  claim against any of the Releasees which has been released in the Agreement or this Reaffirmation,  or (c) directly or indirectly assisted any third party in filing, causing or assisting to be filed, any  claim against the Releasees.  Except as set forth in Section 5 below, I agree that I will not encourage  or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by  myself or any third party of a proceeding or claim against the Releasees based upon or r/elating to  any claim released by me in the Agreement or this Reaffirmation.  5. I acknowledge and understand that nothing in the Agreement or this Reaffirmation  shall interfere with my right to (i) file a charge or participate in any investigation or proceeding  conducted by the Equal Employment Opportunity Commission or other federal, state or local  government agency charged with enforcement of any law; (ii) report possible violations of any  law, rule or regulation to any governmental agency or entity charged with enforcement of any law,  rule or regulation; or (iii) make other disclosures that are protected under whistleblower provisions  of any law, rule or regulation.  Notwithstanding the foregoing, by signing this Reaffirmation, I  expressly waive any right to recover damages and to be awarded equitable and/or injunctive relief  in connection with any administrative or court action brought against the Company or any of the  other Releasees, whether brought by me, on my behalf, or by any government agency or other  party, related in any way to the matters released in Section 3 above or Section 4 of the Agreement.  However, I understand that I do not waive any right (if any) I may have to recover a bounty or  reward from the SEC in connection with the disclosure of information to the SEC.  The Agreement  and this Reaffirmation shall not be modified unless in writing and signed by both the Company  and me.  I agree that the Agreement and this Reaffirmation set forth all the promises and  agreements between me and the Company and supersede all prior and contemporaneous  agreements, understandings, inducements or conditions, expressed or implied, oral or written,  except that the post-employment obligations contained in any confidentiality agreement, non- DocuSign Envelope ID: 0557AF6F-DE77-4BD8-A9FA-D8D1CCD62CCA 





 






     13  disclosure agreement, offer letter or similar agreement shall remain in full force and effect  following my execution of the Agreement and this Reaffirmation, shall survive the termination of  my employment, and are incorporated by reference herein.  6. I acknowledge that I have been advised in writing to consult with an attorney before  signing the Agreement and this Reaffirmation, and that I have been afforded the opportunity to  consider the terms of the Agreement and this Reaffirmation and incorporated waiver of claims for  twenty-one (21) days prior to signing the Agreement and this Reaffirmation.  I acknowledge that  no representation, promise, or inducement has been made other than as set forth in the Agreement  and this Reaffirmation, and that I enter into this Reaffirmation knowingly without reliance upon  any other representation, promise, or inducement that is not set forth in the Agreement and herein.   I acknowledge and represent that I assume the risk for any mistake of fact now known or unknown,  and that I understand and acknowledge the significance and consequences of the Agreement and  this Reaffirmation.  I further acknowledge that I have read the Agreement and this Reaffirmation  in their entirety; that I fully understand all of their terms and their significance; and that I have  signed the Agreement and this Reaffirmation voluntarily and of my own free will.  I further affirm  that, upon receipt of my final paycheck from the Company, I will have been paid and/or have  received all leave (paid or unpaid), compensation, bonuses and/or benefits to which I may be  entitled from the Company through the Separation Date and that no other leave (paid or unpaid),  compensation, bonuses and/or benefits are due to me from Company.  I further affirm that I have  been provided and/or have not been denied any leave requested under applicable federal, state, and  local law, and have not suffered any workplace injuries that have not previously been reported to  the Company.   7. I understand that I have seven (7) days following the Separation Date to return a  signed copy of this Reaffirmation to the Company, attention Amir Sadr, General Counsel, 6261  Katella Avenue, Suite 250, Cypress, California 90630 and by sending an email to  legal@greenlane.com.  I further understand that I have the right to revoke this Reaffirmation within  seven (7) days after my execution of this Reaffirmation by giving notice in writing of such  revocation to the Company, attention Amir Sadr, General Counsel, 6261 Katella Avenue, Suite  250, Cypress, California 90630 and by sending an email to legal@greenlane.com.  As such, this  Reaffirmation shall not become effective until the eighth (8th) day following my signing of this  Reaffirmation.  In the event that I do not timely return a signed copy of this Reaffirmation to the  Company or I revoke this Reaffirmation, then this Reaffirmation and the Agreement, and the  promises contained therein, shall automatically be deemed null and void, the Company will not be  obligated to provide me with the Payment under Section 3 of the Agreement, and the Separation  Date shall be unaltered.  I acknowledge and understand that the Company is not obligated to  provide me with the Payment under Section 3 of the Agreement until after the Effective Date.    [Remainder of Page Intentionally Left Blank; Signature Page Follows]      DocuSign Envelope ID: 0557AF6F-DE77-4BD8-A9FA-D8D1CCD62CCA 





 






     14  THIS IS A LEGAL DOCUMENT – READ CAREFULLY BEFORE SIGNING.  I represent and warrant that I have read the Confidential Separation and General  Release Agreement and this Reaffirmation in their entirety, have been offered twenty-one  (21) days to review the Confidential Separation and General Release Agreement and this  Reaffirmation and I have been advised in writing herein to consult with an attorney prior to  signing this Reaffirmation.  I further represent and warrant that I am of sound mind and  fully understand and voluntarily assent to all of the terms of this Reaffirmation.   EMPLOYEE:      _______________________________  Signature    _______________________________  RODRIGO DE OLIVEIRA    Date:__________________________    DocuSign Envelope ID: 0557AF6F-DE77-4BD8-A9FA-D8D1CCD62CCA