3 unchanged sentences
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms.
−Removed: Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Exchange
−Removed: Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
−Removed: Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were ineffective as of December 31, 2021 due to the material weaknesses identified and described below.
+Added: Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial and Legal Officer, to allow timely decisions regarding required disclosure.
+Added: Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial and Legal Officer concluded that our disclosure controls and procedures were ineffective as of December 31, 2022 due to the material weaknesses identified and described below.
Management's Report on Internal Control Over Financial Reporting
−Removed: Our management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).
+Added: Our management, including our Chief Executive Officer and Chief Financial and Legal Officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).
Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.
4 unchanged sentences
and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
−Removed: Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2021 , based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013 framework).
−Removed: Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2021 , the Company has not maintained effective internal control over financial reporting due to the material weaknesses identified and described below.
−Removed: In accordance with guidance issued by the Securities and Exchange Commission, companies are permitted to exclude acquisitions from their final assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred.
−Removed: Our management’s evaluation of internal control over financial reporting excluded the internal control activities of KushCo.
−Removed: We completed our merger with KushCo on August 31, 2021, as discussed in "Note 3 - Business Acquisitions”, of the Notes to the Consolidated Financial Statements.
−Removed: We have included the financial results of KushCo in our consolidated financial statements from the date of acquisition.
−Removed: Total net sales subject to KushCo’s internal control over financial reporting represented approximately 26% of our consolidated total net sales for the year ended December 31, 2021.
−Removed: Total assets subject to KushCo’s internal control over financial reporting represent approximately 70% of our consolidated total assets as of December 31, 2021.
+Added: Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial and Legal Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022, based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013 framework).
+Added: Based on this evaluation, our Chief Executive Officer and Chief Financial and Legal Officer have concluded that as of December 31, 2022, the Company has not maintained effective internal control over financial reporting due to the material weaknesses identified and described below.
Because we are an "emerging growth company" under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting for so long as we are an emerging growth company.
2 unchanged sentences
Among the previously reported design and operating deficiencies which contributed to material weaknesses in our control activities, management noted ineffective user access controls over certain IT systems to appropriately segregate duties and adequately restrict user access to financial applications and data to the appropriate personnel.
−Removed: While certain compensating control activities have been designed and implemented to mitigate the risks related to ineffective user access controls, these compensating control activities are not expected to operate at a level of precision that would prevent or detect a misstatement that could be material.
+Added: While certain compensating control activities have been designed and implemented to mitigate the risks related to ineffective user access controls, these
+Added: compensating control activities are not expected to operate at a level of precision that would prevent or detect a misstatement that could be material.
Control Environment
2 unchanged sentences
As part of our remediation efforts related to the material weaknesses identified in the prior year, we continued our efforts during 2022 to design an effective risk assessment, which was not completed or fully implemented in order to identify and mitigate key business and financial reporting risks to the organization.
−Removed: Control deficiencies were identified which constitute
−Removed: material weaknesses relating to:
+Added: Control deficiencies were identified which constitute material weaknesses relating to:
(i) identifying, assessing, and communicating appropriate objectives, (ii) identifying and analyzing risks to achieve these objectives, (iii) considering the potential for fraud in assessing risks to the achievement of objectives, and (iv) identifying and assessing changes that could significantly impact the system of internal controls.
5 unchanged sentences
The following design and operating deficiencies, individually and in the aggregate, contributed to material weaknesses in our control activities, including:
−Removed: • Lack of direct and precise journal entry review and account reconciliation controls over certain account balances
+Added: • Lack of direct and precise journal entry review
• Ineffective user access controls over certain IT systems to appropriately segregate duties and adequately restrict user access to financial applications and data to the appropriate personnel, including systems and data used in financial close and reporting
5 unchanged sentences
Control deficiencies were identified which constitute material weaknesses, individually and in the aggregate, relating to:
−Removed: (i) selecting, developing, and performing ongoing evaluation to ascertain whether the components of internal co ntrols are present and functioning, and (ii) evaluating and communicating internal control deficiencies in a timely manner to those parties responsible for taking corrective action.
+Added: (i) selecting, developing, and performing ongoing evaluation to ascertain whether the components of internal controls are present and functioning, and (ii) evaluating and communicating internal control deficiencies in a timely manner to those parties responsible for taking corrective action.
Remediation Plan and Status
−Removed: As previously disc losed, in 2020, we began a multi-year implementation of a new ERP system, which will replace our existing core financial systems, and which we expect will be completed in 2022.
−Removed: Manag ement is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures, based upon which, management expects to focus its allocation of organizational resources to ensure the successful implementation of the new ERP system, including as it relates to designing and implementing effective control activities.
−Removed: Conversely, management expects that additional efforts related to re-designing user access roles and permissions in the existi ng ERP system, which is expected to be decommissioned in 2022, will be limited.
+Added: As previously disclosed, in 2021, we began a multi-year implementation of a new ERP system, which will replace our existing core financial systems, and which we expect will be completed in 2023.
+Added: Management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures, based upon which, management expects to focus its allocation of organizational resources to ensure the successful implementation of the new ERP system, including as it relates to designing and implementing effective control activities.
+Added: Conversely, management expects limited efforts related to re-designing user access roles and permissions in the legacy ERP system in 2023 .
Based on these considerations, and subject to management’s ongoing assessment, we do not expect that the previously reported material weaknesses related to ineffective user access controls will be considered remediated until we complete the implementation of our new ERP system.
−Removed: Additionally, t o remediate the identified material weaknesses, we are continuing to take the following remediation actions:
+Added: Additionally, to remediate the identified material weaknesses, we are continuing to take the following remediation actions:
• implement enhancements to company-wide risk assessment processes and to process and control documentation;
7 unchanged sentences
Changes in Internal Control Over Financial Reporting
−Removed: On August 31, 2021, we completed our merger with KushCo.
−Removed: See "Note 3 - Business Acquisitions" to the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K.
−Removed: We are in process of integrating KushCo into our system of internal control over financial reporting.
−Removed: As a result of these integration activities, certain processes, controls and procedures will be evaluated and may be revised.
−Removed: As discussed above, under guidelines established by the SEC, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition while integrating the acquired company.
−Removed: In conducting our evaluation of the effectiveness of our internal control over financial reporting, we excluded KushCo from our evaluation as of December 31, 2021.
−Removed: Also as discussed above, in 2020 we began a multi-year implementation of a new ERP system, which will replace our existing core financial systems.
+Added: As discussed above, in 2020 we began a multi-year implementation of a new ERP system which will fully replace our legacy financial systems in 2023.
The ERP system is designed to accurately maintain the Company’s financial records, enhance the flow of financial information, improve data management and provide timely information to our management team.
−Removed: We completed the implementation for certain subsidiaries during the fourth quarter of 2021, which included changes to our processes, procedures and internal controls over financial reporting during the fourth quarter of 2021.
−Removed: As the phased implementation of the new ERP system progresses for our other subsidiaries, we expect to continue to change certain processes and procedures which, in turn, are expected to result in changes to our internal control over financial reporting.
+Added: As the phased implementation of the new ERP system progresses, we expect to continue to change certain processes and procedures which, in turn, are expected to result in changes to our internal control over financial reporting.
As such changes occur, we will evaluate quarterly whether such changes materially affect our internal control over financial reporting.
26 unchanged sentences
Index to Consolidated Financial Statements Page
−Removed: Report s of Independent Registered Public Accounting Firm s
+Added: Reports of Independent Registered Public Accounting Firm s
Consolidated Balance Sheets
11 unchanged sentences
(Incorporated by reference to Exhibit 3.2 to Greenlane’s Current Report on Form 8-K, filed April 25, 2019).
+Added: 3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Greenlane Holdings, Inc., effective August 9, 2022 (Incorporated by reference to Exhibit 3.1 to Greenlane's Current Report on Form 8-K, filed on August 4, 2022).
4.1 Form of Stock Certificate (Incorporated by reference to Exhibit 4.1 to Greenlane’s Registration Statement on Form S-1/A, filed on April 8, 2019).
−Removed: 4.2 Form of Convertible Promissory Note (Incorporated by reference to Exhibit 4.2 to Greenlane Holdings, Inc.’s Registration Statement on Form S-1, filed on March 20, 2019).
−Removed: 4.3 Description of Registrant’s Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (Incorporated by reference to Exhibit 4.3 to Greenlane Holdings, Inc.’s Annual Report on Form 10-K, filed on April 24, 2020).
−Removed: 4.4 Form of Standard Warrant (Incorporated by reference to Exhibit 4.1 to Greenlane's Current Report on Form 8-K, filed August 10, 2021).
−Removed: 4.5 Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.2 to Greenlane's Current Report on Form 8-K, filed August 10, 2021).
+Added: 4.2 Form of Convertible Promissory Note (Incorporated by reference to Exhibit 4.2 to Greenlane ’s Registration Statement on Form S-1, filed on March 20, 2019).
+Added: 4.3 Description of Registrant’s Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (Incorporated by reference to Exhibit 4.3 to Greenlane ’ s Annual Report on Form 10-K, filed on April 24, 2020).
+Added: 4.4 Form of A ugust 202 1 Standard Warrant (Incorporated by reference to Exhibit 4.1 to Greenlane's Current Report on Form 8-K, filed August 10, 2021).
+Added: 4.5 Form of A ugust 2021 Pre-Funded Warrant (Incorporated by reference to Exhibit 4.2 to Greenlane's Current Report on Form 8-K, filed August 10, 2021).
4.6 Form of Stock Option Assumption Notice – KushCo Options (Incorporated by reference to Exhibit 99.2 to Greenlane’s Registration Statement on Form S-8, filed August 31, 2021).
5 unchanged sentences
4.12 Form of Assumed February 24, 2021 KushCo Warrant, dated as of August 31, 2021 (Incorporated by reference to Exhibit 4.9 to Greenlane’s Quarterly Report on Form 10-Q, filed November 15, 2021).
+Added: 4.13 Form of June 2022 Pre-Funded Warrant (Incorporated by reference to Exhibit 4.2 to Greenlane’s Current Report on Form 8-K, filed June 28, 2022).
+Added: 4.14 Form of June 2022 Standard Warrant (Incorporated by reference to Exhibit 4.1 to Greenlane’s Current Report on Form 8-K, filed on June 28, 2022).
+Added: 4.15 Form of October 2022 Standard Warrant (Incorporated by reference to Exhibit 4.1 to Greenlane’s Current Report on Form 8-K, filed on November 1, 2022).
+Added: 4.16 Form of October 2022 Pre-Funded Warrant (Incorporated by reference to Exhibit 4.2 to Greenlane’s Current Report on Form 8-K, filed November 1, 2022).
10.1 Form of Stock Option Agreement (Incorporated by reference to Exhibit 10.19 to Greenlane Holdings, Inc.’s Registration Statement on Form S-1, filed on March 20, 2019).
−Removed: 10.2 Tax Receivable Agreement between Greenlane Holdings, Inc., Greenland Holdings, LLC and the Members of Greenlane Holdings, LLC (Incorporated by reference to Exhibit 10.4 to Greenlane Holdings, Inc.’s Current Report on Form 8-K, filed April 25, 2019).
+Added: 10.2 Tax Receivable Agreement between Greenlane Holdings, Inc., Greenland Holdings, LLC and the Members of Greenlane Holdings, LLC (Incorporated by reference to Exhibit 10.4 to Greenlane ’s Current Report on Form 8-K, filed April 25, 2019).
10.3 Registration Rights Agreement between Greenlane Holdings, Inc.
−Removed: and the Original Members of Greenlane Holdings, LLC (Incorporated by reference to Exhibit 10.1 to Greenlane Holdings, Inc.’s Current Report on Form 8-K, filed April 25, 2019).
+Added: and the Original Members of Greenlane Holdings, LLC (Incorporated by reference to Exhibit 10.1 to Greenlane ’s Current Report on Form 8-K, filed April 25, 2019).
10.4 Fourth Amended and Restated Operating Agreement of Greenlane Holdings, LLC.
−Removed: 10.5 Credit Agreement, dated as of October 4, 2017, by and between Jacoby & Co.
−Removed: and Fifth Third Bank (Incorporated by reference to Exhibit 10.6 to Greenlane Holdings, Inc.’s Registration Statement on Form S-1, filed on March 20, 2019).
−Removed: 10.6 Omnibus Amendment No.
−Removed: 1 to Credit Agreement, Guarantees, and Security Agreements, dated as of August 23, 2018, by and among Greenlane Holdings, LLC, Jacoby & Co.
−Removed: Inc., the other Borrower Parties listed on the signature page thereto and Fifth Third Bank (Incorporated by reference to Exhibit 10.7 to Greenlane Holdings, Inc.’s Registration Statement on Form S-1, filed on March 20, 2019).
−Removed: 10.7 Reorganization Agreement among Greenlane Holdings, Inc., Greenlane Holdings, LLC and the Members listed on the signature pages thereto (Incorporated by reference to Exhibit 10.3 to Greenlane Holdings, Inc.’s Current Report on Form 8-K, filed April 25, 2019).
−Removed: 10.8 Amended and Restated Credit Agreement, dated as of October 1, 2018, by and among 1095 Broken Sounds Pkwy LLC, Greenlane Holdings, LLC and Fifth Third Bank (Incorporated by reference to Exhibit 10.8 to Greenlane Holdings, Inc.’s Registration Statement on Form S-1, filed on March 20, 2019).
−Removed: 10.9 Indemnification Agreement, dated as of April 17, 2019, by and between Greenlane Holdings, Inc.
−Removed: and each of its Directors (Incorporated by reference to Exhibit 10.2 to Greenlane Holdings, Inc.’s September 30, 2020 Quarterly Report on Form 10-Q, filed November 16, 2020).
−Removed: Amended and Restated Greenlane Holdings, Inc.
−Removed: 2019 Equity Incentive Plan (Incorporated by reference to Exhibit 10.
−Removed: 2 to Greenlane Holdings, Inc.’s Current Report on Form 8-K, filed August 10, 2021 ).
−Removed: 10.11 Contribution Agreement, dated as of February 20, 2018, by and among Greenlane Holdings, LLC (f/k/a Jacoby Holdings LLC), the Sellers named therein and Better Life Products, Inc., as Seller Representative (Incorporated by reference to Exhibit 10.10 to Greenlane Holdings, Inc.’s Registration Statement on Form S-1, filed on March 20, 2019).
+Added: (Incorporated by reference to Exhibit 10.4 to Greenlane’s Annual Report on Form 10-K, filed March 31, 2022).
+Added: 10.5 Reorganization Agreement among Greenlane Holdings, Inc., Greenlane Holdings, LLC and the Members listed on the signature pages thereto (Incorporated by reference to Exhibit 10.3 to Greenlane ’s Current Report on Form 8-K, filed April 25, 2019).
+Added: 10.6 Purchase and Sale Agreement, dated as of August 16, 2022, by and between 1095 Broken Sound Pwky LLC and ASC Capital LLC (Incorporated by reference to Exhibit 10.3 to Greenlane’s Quarterly Report on Form 10-Q, filed November 14, 2022).
+Added: 10.7 Form of Indemnification Agreement by and between Greenlane Holdings, Inc.
+Added: and each of its Directors and Officers (Incorporated by reference to Exhibit 10.2 to Greenlane ’s September 30, 2020 Quarterly Report on Form 10-Q, filed November 16, 2020).
+Added: Second Amended and Restated Greenlane Holdings, Inc.
+Added: 2019 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to Greenlane’s Registration Statement on Form S-8, filed August 31, 2022).
+Added: 10.9 Contribution Agreement, dated as of February 20, 2018, by and among Greenlane Holdings, LLC (f/k/a Jacoby Holdings LLC), the Sellers named therein and Better Life Products, Inc., as Seller Representative (Incorporated by reference to Exhibit 10.10 to Greenlane ’s Registration Statement on Form S-1, filed on March 20, 2019).
10.10 Contribution Agreement, dated as of January 4, 2019, by and among Greenlane Holdings, LLC, Pollen Gear Holdings, LLC and Pollen Gear LLC.
−Removed: (Incorporated by reference to Exhibit 10.18 to Greenlane Holdings, Inc.’s Registration Statement on Form S-1, filed on March 20, 2019).
−Removed: 10.13 Form of Securities Purchase Agreement, dated August 9, 2021 (Incorporated by reference to Exhibit 10.1 to Greenlane’s Current Report on Form 8-K, filed August 10, 2021) .
−Removed: Separation and General Release Agreement by and between Warehouse Goods LLC and Adam Schoenfeld , dat ed as o f March 9 , 2022 (Incorporated by reference to E xhibit 10.1 to Greenlane's Current Report on Form 8-K, filed on March 10 , 2022).
+Added: (Incorporated by reference to Exhibit 10.18 to Greenlane ’s Registration Statement on Form S-1, filed on March 20, 2019).
+Added: 10.11 Form of A ugust 2021 Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to Greenlane’s Current Report on Form 8-K, filed August 10, 2021).
+Added: Separation and General Release Agreement by and between Warehouse Goods LLC and Adam Schoenfeld, dated as of March 9, 2022 (Incorporated by reference to Exhibit 10.1 to Greenlane's Current Report on Form 8-K, filed on March 10, 2022).
10.13 Placement Agency Agreement, dated August 9, 2021 (Incorporated by reference to Exhibit 10.2 to Greenlane’s Current Report on Form 8-K, filed August 10, 2021).
1 unchanged sentence
and Warehouse Goods LLC, relating to Employment Agreement with Adam Schoenfeld (Incorporated by reference to Exhibit 10.17 to Greenlane Holdings, Inc.’s Registration Statement on Form S-1, filed on March 20, 2019).
−Removed: Amended and Restated Employment Agreement by and between Warehouse Goods LLC and William Mote, dated as of March 10 , 2 022 (Incorporated by reference to Exhibit 10.3 to Greenlane ’s Current Report on Form 8-K , filed March 10 , 2022 ).
+Added: Separation and General Release Agreement by and between Warehouse Goods LLC and William Mote, dated as of May 16, 2022 (Incorporated by reference to Exhibit 10.4 to Greenlane’s Quarterly Report on Form 10-Q, filed May 16, 2022).
Separation and General Release Agreement by and between Warehouse Goods LLC and Aaron LoCascio, dated as of December 30, 2021 (Incorporated by reference to Exhibit 10.1 to Greenlane’s Current Report on Form 8-K, filed January 4, 2022).
−Removed: Employment Agreement by and between Warehouse Goods LLC and Nicholas Kovacevich, dated as of M arch 10 , 2022 (Incorporated by reference to Exhibit 10.3 to Greenlane’s Current Report on Form 8-K, filed March 10 , 2022).
+Added: Separation and General Release Agreement by and between Warehouse Goods LLC and Rodrigo de Oliveira, dated as of August 12, 2022 (Incorporated by reference to Exhibit 10.4 to Greenlane’s Quarterly Report on Form 10-Q, filed August 15, 2022).
+Added: 10.18 Membership Interest Purchase Agreement, dated as of July 19, 2022, by and among Warehouse Goods LLC and Portofino Partners LLC (Incorporated by reference to Exhibit 10.1 to Greenlane's Current Report on Form 8-K, filed July 19, 2022).
+Added: 10.19 Placement Agency Agreement, dated June 27, 2022 (Incorporated by reference to Exhibit 10.2 to Greenlane's Current Report on Form 8-K, filed June 28, 2022).
+Added: 10.20 Form of June 2022 Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to Greenlane’s Current Report on Form 8-K, filed June 28, 2022).
+Added: 10.21 Form of October 2022 Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to Greenlane’s Current Report on Form 8-K, filed November 1, 2022).
+Added: 10.22 Placement Agency Agreement, dated October 27, 2022 (Incorporated by reference to Exhibit 10.2 to Greenlane's Current Report on Form 8-K, filed November 1, 2022).
+Added: 10.23 Loan and Security Agreement, dated as of August 8, 2022, by and between Greenlane Holdings, Inc., the subsidiaries of Greenlane Holdings, Inc.
+Added: named therein as guarantors, the parties thereto from time to time as lenders, and WhiteHawk Capital Partners LP, as the agent for the Lenders (Incorporated by reference to Exhibit 10.4 to Greenlane’s Quarterly Report on Form 10-Q, filed November 14, 2022).
+Added: 10.24† Amended and Restated Employment Agreement Employment Agreement by and between Warehouse Goods LLC and Nicholas Kovacevich, dated as of October 6, 2022.
+Added: (Incorporated by reference to Exhibit 10.1 to Greenlane's Current Report on Form 8-K, filed October 7, 2022).
+Added: 10.25 Form of Guaranty Agreement by and between Greenlane Holdings, Inc., the subsidiaries of Greenlane Holdings, Inc.
+Added: named therein as guarantors, the parties thereto from time to time as Lenders, and WhiteHawk Capital Partners LP, as the agent for the Lenders (included in Exhibit 10.23).
+Added: 10.26 Form of Pledge Agreement by and between Greenlane Holdings, Inc., the subsidiaries of Greenlane Holdings, Inc.
+Added: named therein as guarantors, the parties thereto from time to time as Lenders, and WhiteHawk Capital Partners LP, as the agent for the Lenders (included in Exhibit 10.23).
+Added: 10.27 Form of U.S.
+Added: Intellectual Property Security Agreement by and between Greenlane Holdings, Inc., the subsidiaries of Greenlane Holdings, Inc.
+Added: named therein as guarantors, the parties thereto from time to time as Lenders, and WhiteHawk Capital Partners LP, as the agent for the Lenders (included in Exhibit 10.23).
+Added: 10.28 Form of Canadian Security Agreement by and between Greenlane Holdings, Inc., the subsidiaries of Greenlane Holdings, Inc.
+Added: named therein as guarantors, the parties thereto from time to time as Lenders, and WhiteHawk Capital Partners LP, as the agent for the Lenders (included in Exhibit 10.23).
+Added: 10.29 Form of Canadian Intellectual Property Security Agreement, dated as of August 8, 2022, by and between Greenlane Holdings, Inc., the subsidiaries of Greenlane Holdings, Inc.
+Added: named therein as guarantors, the parties thereto from time to time as Lenders, and WhiteHawk Capital Partners LP, as the agent for the Lenders (included in Exhibit 10.23).
+Added: 10.30† Employment Agreement by and between Warehouse Goods LLC and Lana Reeve, dated as of December 6, 2022 (Incorporated by reference to Exhibit 10.1 to Greenlane’s Current Report on Form 8-K, filed December 8, 2022).
+Added: 10.31† Further Amended and Restated Employment Agreement by and between Warehouse Goods LLC and Craig Snyder, dated as of January 1, 2023 (Incorporated by reference to Exhibit 10.1 to Greenlane’s Current Report on Form 8-K, filed January 6, 2023).
21.1* List of subsidiaries of Greenlane Holdings, Inc.
23.1* Consent of Marcum LLP
−Removed: 23.2* Consent of Deloitte & Touche LLP
31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13 unchanged sentences
March 31, 2023 By:
−Removed: /s/ Nicholas Kovacevich
−Removed: Nicholas Kovacevich
+Added: /s/ Craig Snyder
Chief Executive Officer
1 unchanged sentence
March 31, 2023 By:
−Removed: /s/ William Mote
−Removed: Chief Financial Officer
+Added: /s/ Lana Reeve
+Added: Chief Financial and Legal Officer
(Principal Financial and Accounting Officer)
1 unchanged sentence
Signature Title Date
−Removed: /s/ Nicholas Kovacevich Director and Chief Executive Officer
+Added: /s/ Craig Snyder Director and Chief Executive Officer
(Principal Executive Officer) March 31, 2023
−Removed: Nicholas Kovacevich
−Removed: /s/ William Mote Chief Financial Officer
+Added: /s/ Lana Reeve Chief Financial and Legal Officer
(Principal Financial and Accounting Officer) March 31, 2023
−Removed: /s/ Adam Schoenfeld Chief Marketing Officer and Director March 31, 2022
−Removed: Adam Schoenfeld
/s/ Donald Hunter Director March 31, 2023
Donald Hunter
−Removed: /s/ Dallas Imbimbo Director March 31, 2022
−Removed: Dallas Imbimbo
/s/ Aaron LoCascio Director March 31, 2023
Aaron LoCascio
−Removed: /s/ Richard Taney Director March 31, 2022
−Removed: Richard Taney
+Added: /s/ Renah Persofsky Director March 31, 2023
+Added: Renah Persofsky
/s/ Jeff Uttz Director March 31, 2023
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.