Common use of Surrender of Units Clause in Contracts

Surrender of Units. In connection with the Merger pursuant to the Agreement, the undersigned hereby surrenders, subject to the terms and conditions of the Agreement, the Units noted above owned by the undersigned in exchange for, and for the purpose of receiving, the amounts to be paid to the undersigned pursuant to the Agreement. The undersigned further acknowledges and agrees that (i) any payment for the Units noted above shall be made net of any federal, state, local and foreign taxes required to be withheld in accordance with Section 2.14 of the Agreement, (ii) such payment, along with the Earn-Out Payment if any, and the Stock Consideration, if issuable to the undersigned pursuant to the Agreement, together with all other amounts that are payable pursuant to the Agreement satisfies all obligations of Parent, the Company, and each of their respective Subsidiaries and Affiliates to the undersigned pertaining to the Units, (iii) such amount, along with the Earn-Out Payment and allocable portion of the Escrow Amounts, if any, and the Stock Consideration, if issuable to the undersigned pursuant to the Agreement, together with all other amounts that are payable pursuant to the Agreement, accurately reflects the portion of consideration payable under the Agreement which the undersigned is entitled to receive pertaining to the Units, (iv) in accepting such amount, the Company, Parent, Merger Sub, the Blocker Partners and Blocker and their respective Subsidiaries, Affiliates and representatives shall be deemed to have no further obligations to the undersigned with respect to any amounts payable pursuant to the Agreement, in each case, except as expressly set forth in the Agreement, (v) a portion of the Final Purchase Price will be held by Citibank, N.A. as the Adjustment Escrow Agent and Truist Bank, as the PPP Escrow Agent, in each case, pursuant to and subject to the terms and conditions of the Agreement, and the undersigned will only be entitled to a portion of such amounts (if any) as and when such amounts are payable in accordance with the provisions of the Agreement, the Adjustment Escrow Agreement and the PPP Escrow Agreement, (vi) a portion of the Final Purchase Price will be held by the Securityholders’ Representative to pay amounts required to be paid by the Securityholders’ Representative under the Agreement, including, without limitation, any downward adjustment in excess of the Adjustment Escrow Amount, third party expenses and costs incurred by the Securityholders’ Representative in connection with the consummation of the Merger, (vii) the undersigned has determined the Merger and the consideration (in form and amount) to be received by undersigned, along with the undersigned’s right to receive a portion of the Earn-Out Payment, if any, and the Stock Consideration, if issuable to the undersigned pursuant to the Agreement, together with all other amounts that are payable pursuant to the Agreement, to be fair to, and in the best interests of, the undersigned, and (viii) the execution and delivery of this Letter of Transmittal and other required materials is a condition to receiving the undersigned’s portion of the Final Purchase Price and Stock Consideration under the Agreement together with all other amounts that are payable pursuant to the Agreement.

Surrender of Units. Pursuant to the Agreement and Plan of Merger, to be dated as of March 12, 2021 (as it may be amended from time to time, the “Merger Agreement”), by and among GREENROSE ACQUISITION CORP., a Delaware corporation (the “Parent”), GNRS CT MERGER SUB, LLC a Connecticut/ limited liability company and direct wholly-owned subsidiary of Parent (the “Merger Sub”), and THERAPLANT, LLC, a Connecticut limited liability company (the “Company”), Merger Sub shall be merged with and into the Company (the “Merger”), and the Company shall be the surviving corporation in the Merger as a wholly-owned Subsidiary of the Parent. Capitalized terms used but not defined in this Letter of Transmittal (this “Letter”) shall have the meanings ascribed to them in the Merger Agreement. As a result of the Merger, each unit of the Company (the “Company Units”), issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive (subject to any applicable withholding taxes) cash in accordance with the terms of the Merger Agreement. The amounts in the immediately preceding sentence shall be referred to in this Letter as the “Payments.” In connection with the Merger pursuant to the Agreement, the undersigned Member signatory hereto (the “Holder” or “you”) hereby surrenders, subject to the terms and conditions of the Merger Agreement, all of the Units noted above units of the Company owned by the undersigned you in exchange for, and for the purpose of receiving, on the amounts to be paid terms and subject to the undersigned pursuant to the Agreement. The undersigned further acknowledges and agrees that (i) any payment for the Units noted above shall be made net of any federal, state, local and foreign taxes required to be withheld in accordance with Section 2.14 of the Agreement, (ii) such payment, along with the Earn-Out Payment if any, and the Stock Consideration, if issuable to the undersigned pursuant to the Agreement, together with all other amounts that are payable pursuant to the Agreement satisfies all obligations of Parent, the Company, and each of their respective Subsidiaries and Affiliates to the undersigned pertaining to the Units, (iii) such amount, along with the Earn-Out Payment and allocable portion of the Escrow Amounts, if any, and the Stock Consideration, if issuable to the undersigned pursuant to the Agreement, together with all other amounts that are payable pursuant to the Agreement, accurately reflects the portion of consideration payable under the Agreement which the undersigned is entitled to receive pertaining to the Units, (iv) in accepting such amount, the Company, Parent, Merger Sub, the Blocker Partners and Blocker and their respective Subsidiaries, Affiliates and representatives shall be deemed to have no further obligations to the undersigned with respect to any amounts payable pursuant to the Agreement, in each case, except as expressly conditions set forth in the Merger Agreement, (v) a portion the Payments that you are entitled to receive pursuant to the Merger Agreement with respect to each unit of the Final Purchase Price will Company being surrendered hereby. All such cash payments shall be rounded to the nearest xxxxx. Any Letter completed, executed and delivered by you prior to the Closing Date shall be held in escrow by Citibank, N.A. as the Adjustment Escrow Agent Company and Truist Bank, as the PPP Escrow Agent, in each case, pursuant to and subject to Parent pending the terms and conditions of the AgreementClosing, and the undersigned surrender of units of the Company that is effected hereby shall be conditioned on and effective as of the Effective Time. The Letter will only be entitled returned to a portion of such amounts (you if any) as and when such amounts are payable the Merger Agreement is terminated in accordance with the provisions of the Agreement, the Adjustment Escrow Agreement and the PPP Escrow Agreement, (vi) a portion of the Final Purchase Price will be held by the Securityholders’ Representative to pay amounts required to be paid by the Securityholders’ Representative under the Agreement, including, without limitation, any downward adjustment in excess of the Adjustment Escrow Amount, third party expenses and costs incurred by the Securityholders’ Representative in connection with the consummation of the Merger, (vii) the undersigned has determined the Merger and the consideration (in form and amount) to be received by undersigned, along with the undersigned’s right to receive a portion of the Earn-Out Payment, if any, and the Stock Consideration, if issuable its terms prior to the undersigned pursuant to the Agreement, together with all other amounts that are payable pursuant to the Agreement, to be fair to, and in the best interests of, the undersigned, and (viii) the execution and delivery of this Letter of Transmittal and other required materials is a condition to receiving the undersigned’s portion of the Final Purchase Price and Stock Consideration under the Agreement together with all other amounts that are payable pursuant to the AgreementClosing.

Surrender of Units. In connection with (a) Prior to the Effective Time, TRC shall designate a bank or trust company to act as agent (the "PAYING AGENT") for the holders of Units to receive the funds to which they shall become entitled pursuant to SECTION 1.05(a). Promptly after the Effective Time, the Surviving Partnership shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Units entitled to receive the Merger Consideration pursuant to the AgreementSECTION 1.05(a) a form of letter of transmittal (which shall specify that delivery shall be effected, the undersigned hereby surrenders, subject and risk of loss and title to the terms and conditions depositary receipts that formerly evidenced such Units (each a "RECEIPT") shall pass, only upon proper delivery of the Agreement, the Units noted above owned by the undersigned in exchange for, and for the purpose of receiving, the amounts to be paid Receipts to the undersigned Paying Agent) and instructions for use in effecting the surrender of the Receipts pursuant to the Agreementsuch letter of transmittal. The undersigned further acknowledges and agrees that (i) any payment for the Units noted above shall be made net of any federal, state, local and foreign taxes required to be withheld in accordance with Section 2.14 of the Agreement, (ii) such payment, along with the Earn-Out Payment if any, and the Stock Consideration, if issuable Upon surrender to the undersigned pursuant to the AgreementPaying Agent of a Receipt, together with all other amounts that are payable pursuant to the Agreement satisfies all obligations such letter of Parenttransmittal, the Company, duly completed and each of their respective Subsidiaries and Affiliates to the undersigned pertaining to the Units, (iii) such amount, along with the Earn-Out Payment and allocable portion of the Escrow Amounts, if any, and the Stock Consideration, if issuable to the undersigned pursuant to the Agreement, together with all other amounts that are payable pursuant to the Agreement, accurately reflects the portion of consideration payable under the Agreement which the undersigned is entitled to receive pertaining to the Units, (iv) in accepting such amount, the Company, Parent, Merger Sub, the Blocker Partners and Blocker and their respective Subsidiaries, Affiliates and representatives shall be deemed to have no further obligations to the undersigned with respect to any amounts payable pursuant to the Agreement, in each case, except as expressly set forth in the Agreement, (v) a portion of the Final Purchase Price will be held by Citibank, N.A. as the Adjustment Escrow Agent and Truist Bank, as the PPP Escrow Agent, in each case, pursuant to and subject to the terms and conditions of the Agreement, and the undersigned will only be entitled to a portion of such amounts (if any) as and when such amounts are payable validly executed in accordance with the provisions instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Receipt shall be entitled to receive in exchange therefor the Merger Consideration for each Unit formerly evidenced by such Receipt, and such Receipt shall then be canceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Receipt for the benefit of the Agreement, the Adjustment Escrow Agreement and the PPP Escrow Agreement, (vi) a portion holder of such Receipt. If payment of the Final Purchase Price will be held by the Securityholders’ Representative to pay amounts required Merger Consideration is to be paid by made to a person other than the Securityholders’ Representative under person in whose name the Agreement, including, without limitation, any downward adjustment in excess surrendered Receipt is registered on the books of the Adjustment Escrow Amountdepositary, third party expenses it shall be a condition of payment that the Receipt so surrendered shall be endorsed properly or otherwise be in proper form for transfer and costs incurred that the person requesting such payment shall have paid all transfer and other taxes required by the Securityholders’ Representative in connection with the consummation reason of the Merger, (vii) the undersigned has determined payment of the Merger and Consideration to a person other than the consideration (in form and amount) to be received by undersigned, along with the undersigned’s right to receive a portion registered holder of the Earn-Out Payment, if any, and the Stock Consideration, if issuable Receipt surrendered or shall have established to the undersigned pursuant to the Agreement, together with all other amounts that are payable pursuant to the Agreement, to be fair to, and in the best interests of, the undersigned, and (viii) the execution and delivery of this Letter of Transmittal and other required materials is a condition to receiving the undersigned’s portion satisfaction of the Final Purchase Price and Stock Consideration under the Agreement together with all other amounts Surviving Partnership that such taxes either have been paid or are payable pursuant to the Agreementnot applicable.

Surrender of Units. In connection with (a) Prior to the Effective Time, TRC shall designate a bank or trust company to act as agent (the "Paying Agent") for the holders of Units to receive the funds to which they shall become entitled pursuant to Section 1.05(a). Promptly after the Effective Time, the Surviving Partnership shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Units entitled to receive the Merger Consideration pursuant to the AgreementSection 1.05(a) a form of letter of transmittal (which shall specify that delivery shall be effected, the undersigned hereby surrenders, subject and risk of loss and title to the terms and conditions Receipts shall pass, only upon proper delivery of the Agreement, the Units noted above owned by the undersigned in exchange for, and for the purpose of receiving, the amounts to be paid Receipts to the undersigned Paying Agent) and instructions for use in effecting the surrender of the Receipts pursuant to the Agreementsuch letter of transmittal. The undersigned further acknowledges and agrees that (i) any payment for the Units noted above shall be made net of any federal, state, local and foreign taxes required to be withheld in accordance with Section 2.14 of the Agreement, (ii) such payment, along with the Earn-Out Payment if any, and the Stock Consideration, if issuable Upon surrender to the undersigned pursuant to the AgreementPaying Agent of a Receipt, together with all other amounts that are payable pursuant to the Agreement satisfies all obligations such letter of Parenttransmittal, the Company, duly completed and each of their respective Subsidiaries and Affiliates to the undersigned pertaining to the Units, (iii) such amount, along with the Earn-Out Payment and allocable portion of the Escrow Amounts, if any, and the Stock Consideration, if issuable to the undersigned pursuant to the Agreement, together with all other amounts that are payable pursuant to the Agreement, accurately reflects the portion of consideration payable under the Agreement which the undersigned is entitled to receive pertaining to the Units, (iv) in accepting such amount, the Company, Parent, Merger Sub, the Blocker Partners and Blocker and their respective Subsidiaries, Affiliates and representatives shall be deemed to have no further obligations to the undersigned with respect to any amounts payable pursuant to the Agreement, in each case, except as expressly set forth in the Agreement, (v) a portion of the Final Purchase Price will be held by Citibank, N.A. as the Adjustment Escrow Agent and Truist Bank, as the PPP Escrow Agent, in each case, pursuant to and subject to the terms and conditions of the Agreement, and the undersigned will only be entitled to a portion of such amounts (if any) as and when such amounts are payable validly executed in accordance with the provisions instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Receipt shall be entitled to receive in exchange therefor the Merger Consideration for each Unit formerly evidenced by such Receipt, and such Receipt shall then be canceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Receipt for the benefit of the Agreement, the Adjustment Escrow Agreement and the PPP Escrow Agreement, (vi) a portion holder of such Receipt. If payment of the Final Purchase Price will be held by the Securityholders’ Representative to pay amounts required Merger Consideration is to be paid by made to a person other than the Securityholders’ Representative under person in whose name the Agreement, including, without limitation, any downward adjustment in excess surrendered Receipt is registered on the books of the Adjustment Escrow Amountdepositary, third party expenses it shall be a condition of payment that the Receipt so surrendered shall be endorsed properly or otherwise be in proper form for transfer and costs incurred that the person requesting such payment shall have paid all transfer and other taxes required by the Securityholders’ Representative in connection with the consummation reason of the Merger, (vii) the undersigned has determined payment of the Merger and Consideration to a person other than the consideration (in form and amount) to be received by undersigned, along with the undersigned’s right to receive a portion registered holder of the Earn-Out Payment, if any, and the Stock Consideration, if issuable Receipt surrendered or shall have established to the undersigned pursuant to the Agreement, together with all other amounts that are payable pursuant to the Agreement, to be fair to, and in the best interests of, the undersigned, and (viii) the execution and delivery of this Letter of Transmittal and other required materials is a condition to receiving the undersigned’s portion satisfaction of the Final Purchase Price and Stock Consideration under the Agreement together with all other amounts Surviving Partnership that such taxes either have been paid or are payable pursuant to the Agreementnot applicable.

Surrender of Units. In connection with (a) Prior to the Effective Time, TRC shall designate a bank or trust company to act as agent (the "PAYING AGENT") for the holders of Units to receive the funds to which they shall become entitled pursuant to SECTION 1.05(A). Promptly after the Effective Time, the Surviving Partnership shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Units entitled to receive the Merger Consideration pursuant to the AgreementSECTION 1.05(A) a form of letter of transmittal (which shall specify that delivery shall be effected, the undersigned hereby surrenders, subject and risk of loss and title to the terms and conditions Receipts shall pass, only upon proper delivery of the Agreement, the Units noted above owned by the undersigned in exchange for, and for the purpose of receiving, the amounts to be paid Receipts to the undersigned Paying Agent) and instructions for use in effecting the surrender of the Receipts pursuant to the Agreementsuch letter of transmittal. The undersigned further acknowledges and agrees that (i) any payment for the Units noted above shall be made net of any federal, state, local and foreign taxes required to be withheld in accordance with Section 2.14 of the Agreement, (ii) such payment, along with the Earn-Out Payment if any, and the Stock Consideration, if issuable Upon surrender to the undersigned pursuant to the AgreementPaying Agent of a Receipt, together with all other amounts that are payable pursuant to the Agreement satisfies all obligations such letter of Parenttransmittal, the Company, duly completed and each of their respective Subsidiaries and Affiliates to the undersigned pertaining to the Units, (iii) such amount, along with the Earn-Out Payment and allocable portion of the Escrow Amounts, if any, and the Stock Consideration, if issuable to the undersigned pursuant to the Agreement, together with all other amounts that are payable pursuant to the Agreement, accurately reflects the portion of consideration payable under the Agreement which the undersigned is entitled to receive pertaining to the Units, (iv) in accepting such amount, the Company, Parent, Merger Sub, the Blocker Partners and Blocker and their respective Subsidiaries, Affiliates and representatives shall be deemed to have no further obligations to the undersigned with respect to any amounts payable pursuant to the Agreement, in each case, except as expressly set forth in the Agreement, (v) a portion of the Final Purchase Price will be held by Citibank, N.A. as the Adjustment Escrow Agent and Truist Bank, as the PPP Escrow Agent, in each case, pursuant to and subject to the terms and conditions of the Agreement, and the undersigned will only be entitled to a portion of such amounts (if any) as and when such amounts are payable validly executed in accordance with the provisions instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Receipt shall be entitled to receive in exchange therefor the Merger Consideration for each Unit formerly evidenced by such Receipt, and such Receipt shall then be canceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Receipt for the benefit of the Agreement, the Adjustment Escrow Agreement and the PPP Escrow Agreement, (vi) a portion holder of such Receipt. If payment of the Final Purchase Price will be held by the Securityholders’ Representative to pay amounts required Merger Consideration is to be paid by made to a person other than the Securityholders’ Representative under person in whose name the Agreement, including, without limitation, any downward adjustment in excess surrendered Receipt is registered on the books of the Adjustment Escrow Amountdepositary, third party expenses it shall be a condition of payment that the Receipt so surrendered shall be endorsed properly or otherwise be in proper form for transfer and costs incurred that the person requesting such payment shall have paid all transfer and other taxes required by the Securityholders’ Representative in connection with the consummation reason of the Merger, (vii) the undersigned has determined payment of the Merger and Consideration to a person other than the consideration (in form and amount) to be received by undersigned, along with the undersigned’s right to receive a portion of the Earn-Out Payment, if any, and the Stock Consideration, if issuable to the undersigned pursuant to the Agreement, together with all other amounts that are payable pursuant to the Agreement, to be fair to, and in the best interests of, the undersigned, and (viii) the execution and delivery of this Letter of Transmittal and other required materials is a condition to receiving the undersigned’s portion of the Final Purchase Price and Stock Consideration under the Agreement together with all other amounts that are payable pursuant to the Agreement.registered 4