6,000,000 Shares GREENLANE HOLDINGS, INC. Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 25th, 2019 • Greenlane Holdings, Inc. • Wholesale-durable goods, nec • New York
Introductory. Greenlane Holdings, Inc., a Delaware corporation (the “Company”), and the selling stockholders named in Schedule B hereto (the “Selling Stockholders”) propose to sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 6,900,000 shares of Class A Common Stock, $0.01 par value (the “Class A Common Stock”) of the Company. The aggregate of 6,000,000 shares so proposed to be sold is hereinafter referred to as the “Firm Stock”. The Selling Stockholders listed in Schedule B hereto also propose to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, an aggregate of up to 900,000 additional shares of Class A Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. Cowen and Company, LLC (“Cowen”) and Canaccord Genuity LLC are acting as representatives of the sever
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 25th, 2019 • Greenlane Holdings, Inc. • Wholesale-durable goods, nec • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of April 17, 2019 by and among Greenlane Holdings, LLC, a Delaware limited liability company (the “Company”), Greenlane Holdings, Inc., a Delaware corporation (the “Corporation”), and each Person identified on the Schedule of Investors attached hereto as of the date hereof (such Persons, collectively, the “Original Members”).
TAX RECEIVABLE AGREEMENT by and among GREENLANE HOLDINGS, INC., GREENLANE HOLDINGS, LLC and THE MEMBERS OF GREENLANE HOLDINGS, LLC FROM TIME TO TIME PARTY HERETO Dated as of April 17, 2019 CONTENTSTax Receivable Agreement • April 25th, 2019 • Greenlane Holdings, Inc. • Wholesale-durable goods, nec • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of April 17, 2019, is hereby entered into by and among Greenlane Holdings, Inc., a Delaware corporation (the “Corporation”), Greenlane Holdings, LLC, a Delaware limited liability company formerly known as Jacoby Holdings LLC (“Greenlane Holdings, LLC”) and each of the Members from time to time party hereto. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.1.
THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF GREENLANE HOLDINGS, LLC a Delaware limited liability company Dated as of April 17, 2019Operating Agreement • April 25th, 2019 • Greenlane Holdings, Inc. • Wholesale-durable goods, nec • Delaware
This THIRD AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”), dated as of April 17, 2019, is entered into by and among Greenlane Holdings, LLC, a Delaware limited liability company (the “Company”), and its Members (as defined herein).
