EXCHANGE AGREEMENTExchange Agreement • October 30th, 2024 • Greenlane Holdings, Inc. • Wholesale-durable goods, nec • New York
THIS EXCHANGE AGREEMENT (the “Agreement”) is dated this 29th day of October, 2024 (the “Effective Date”), by and among Greenlane Holdings, Inc. a Delaware corporation (the “Company”), and Empery Asset Master LTD, Empery Tax Efficient, LP and Empery Debt Opportunity Fund, LP (each, a “Holder” and collectively, the “Holders”).
PIPE COMMON WARRANT TO PURCHASE COMMON STOCK GREENLANE HOLDINGS, INC.Pipe Common Warrant • October 30th, 2024 • Greenlane Holdings, Inc. • Wholesale-durable goods, nec • New York
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issuance Date and on or prior to 5:00 p.m. (New York City time) on five years thereafter (the “Termination Date”) but not thereafter, to subscribe for and purchase from Greenlane Holdings, Inc., corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one (1) share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2.2.
FORM OF SENIOR SUBORDINATED CONVERTIBLE NOTE]Senior Subordinated Convertible Note • October 30th, 2024 • Greenlane Holdings, Inc. • Wholesale-durable goods, nec • New York
FOR VALUE RECEIVED, Greenlane Holdings, Inc., a Delaware corporation (the “Company”), hereby promises to pay to [Empery] or registered assigns (the “Holder”) in cash and/or in shares of Common Stock the amount set forth above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”), if applicable, on any outstanding Principal at the applicable Default Rate at any time during the occurrence and continuance of an Event of Default occurring from the date set out above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether upon the Maturity Date, acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Senior Subordinated Convertible Note (incl
AMNEDED AND RESTATED SECURED PROMISSORY NOTESecured Promissory Note • October 30th, 2024 • Greenlane Holdings, Inc. • Wholesale-durable goods, nec • New York
THIS FIRST AMENDMENT (this “Amendment”), dated as of October ___, 2024, to that certain Amended and Restated Secured Promissory Note issued as of May 1, 2024 (the “Note”), by GREENLANE HOLDINGS, INC., a Delaware corporation (the “Company”), and that certain Loan Modification Agreement dated as of May 1, 2024 (the “Loan Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Note, or if not defined therein, the Purchase Agreement (as defined below) or the Loan Agreement.
