15,000,000 Units GREENROSE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • February 11th, 2020 • Greenrose Acquisition Corp • Blank checks • New York
Greenrose Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Imperial Capital, LLC (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • February 11th, 2020 • Greenrose Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT is made as of February 11, 2020 between Greenrose Acquisition Corp., a Delaware corporation, with offices at 1000 Woodbury Road, Suite #212, Woodbury, NY 11797 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 17th, 2021 • Greenrose Acquisition Corp. • Retail-retail stores, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of ___________, 2021, by and among Greenrose Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 31st, 2020 • Greenrose Acquisition Corp • Blank checks • New York
This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 6th, 2022 • Greenrose Holding Co Inc. • Retail-retail stores, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of December 31, 2021 among The Greenrose Holding Company Inc.., a Delaware corporation (the “Company”), each of the individuals listed on the signature pages hereto (collectively, the “Holders”), and each other Person who executes a Joinder as an “Other Holder” (collectively, the “Other Holders”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto. Capitalized but undefined terms used in this Agreement shall have the meaning set forth in the Asset Purchase Agreement (as defined below).
STOCK ESCROW AGREEMENTStock Escrow Agreement • January 31st, 2020 • Greenrose Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [_____], 2020 (“Agreement”), by and among GREENROSE ACQUISITION CORP., a Delaware corporation (“Company”), Greenrose Associates LLC, a New York limited liability company (the “Founder”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
Greenrose Acquisition Corp. Suite #212 Woodbury, NY 11797 Imperial Capital, LLC 10100 Santa Monica Blvd. Los Angeles, CA 90067Underwriting Agreement • January 31st, 2020 • Greenrose Acquisition Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Greenrose Acquisition Corp., a Delaware corporation (the “Company”), and Imperial Capital, LLC as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
STOCK ESCROW AGREEMENTStock Escrow Agreement • February 11th, 2020 • Greenrose Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of February 11, 2020 (“Agreement”), by and among GREENROSE ACQUISITION CORP., a Delaware corporation (“Company”), Greenrose Associates LLC, a New York limited liability company (the “Founder”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
a Delaware corporation WARRANT NO. 2Registration Rights Agreement • January 6th, 2022 • Greenrose Holding Co Inc. • Retail-retail stores, nec • New York
This certifies that, for value received, DXR FINANCE, LLC or its permitted assigns (the “Holder”) is entitled to acquire from THE GREENROSE HOLDING COMPANY INC., a Delaware corporation (the “Company”), in whole or in part, up to 550,000 fully paid and nonassessable shares of the Company’s Non-voting Common Stock of the Company (“Common Shares”), and any other common shares other securities issued or deemed to be issued pursuant to Section 12 (collectively, the “Warrant Interest”), at a purchase price per share equal to the Exercise Price, all on the terms and conditions and subject to the adjustments provided for in this Warrant.
AGREEMENT AND PLAN OF MERGER by and among GREENROSE ACQUISITION CORP., FUTUREWORKS HOLDINGS, INC. and FUTUREWORKS LLC Dated as of March 12, 2021Agreement and Plan of Merger • March 18th, 2021 • Greenrose Acquisition Corp. • Blank checks • Colorado
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is effective as of March 12, 2021, by and among Greenrose Acquisition Corp., a Delaware corporation (“Parent”), Futureworks Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Futureworks LLC, a Colorado limited liability company (the “Company”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings set forth in Article 10.
STRICT FORECLOSURE AGREEMENTStrict Foreclosure Agreement • March 27th, 2023 • Greenrose Holding Co Inc. • Retail-retail stores, nec • New York
This Mutual Release Agreement (the “Agreement”) is entered into as of [●] (the “Agreement Date”)1 by and among [The Greenrose Holding Company Inc. (“Holdings”), Theraplant, LLC (“Theraplant”), True Harvest Holdings, Inc. (“TH,” and together with Theraplant and Holdings, the “Greenrose Entities”)]2, DXR Finance, LLC, as Agent, (the “Agent”), DXR-GL Holdings I, LLC (“DXR-I”), DXR-GL Holdings II, LLC (“DXR-II”), DXR-GL Holdings III, LLC (“DXR-III,” and together with the Agent, DXR-I and DXR-II, the “Lenders,” and each a “Lender”), DXR Finance Parent, LLC (“DXR Parent”), DXR Finance HoldCo, LLC (“DXR HoldCo”), DXR Finance 2, LLC (“DXR Finance 2”), DXR Finance 3, LLC (“DXR Finance 3”), and DXR Finance 4, LLC (“DXR Finance 4,” and collectively with DXR Parent, DXR HoldCo, DXR Finance 2 and DXR Finance 3, “NewCo”), and each Shareholder (as defined herein) that is a signatory hereto. [Holdings,] [Theraplant,] [TH,] Agent, DXR-I, DXR-II, DXR-III, NewCo, the Shareholders signatory hereto and, to
ABHILASH M. RAVAL Partner 55 Hudson Yards | New York, NY 10001-2163 T: 212.530.5123 araval@milbank.com | milbank.comGreenrose Holding Co Inc. • October 13th, 2022 • Retail-retail stores, nec
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 9th, 2021 • Greenrose Acquisition Corp. • Retail-retail stores, nec
This AMENDMENT NO. 1 (this “Amendment”) to the ASSET PURCHASE AGREEMENT (the “Purchase Agreement”), made as of March 12, 2021, by and among True Harvest, LLC, an Arizona limited liability company (“Seller”), Greenrose Acquisition Corp, a Delaware corporation (“Parent”), and True Harvest Holdings, Inc., a Delaware corporation (“Buyer”), is entered into on July 2, 2021. Terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Purchase Agreement.
REINSTATEMENT AND AMENDMENT NO. 1 TO FORBEARANCE AGREEMENTForbearance Agreement • February 7th, 2023 • Greenrose Holding Co Inc. • Retail-retail stores, nec
THIS REINSTATEMENT AND AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT (this “Amendment”), dated as of February 6, 2023, by and among The Greenrose Holding Company Inc., a Delaware corporation (the “Borrower”), Theraplant, LLC, a Connecticut limited liability company (“Theraplant”), True Harvest Holdings, Inc., a Delaware corporation (“True Harvest Holdings”, and together with Theraplant, the “Guarantors”; the Guarantors together with the Borrower, the “Credit Parties”), the Lenders under and as defined in the Credit Agreement party hereto (the “Credit Agreement Lenders”) and who constitute all such Lenders as of the date hereof, the Note Lenders under and as defined in the Secured Promissory Note party hereto (the “Note Lenders”, and together with the Credit Agreement Lenders, the “Lenders”) and who constitute all such Note Lenders as of the date hereof, and DXR Finance LLC, in its capacity as Agent for the Credit Agreement Lenders (in such capacity, the “Credit Agreement Agent”) and Agent f
Exchange AgreementExchange Agreement • February 3rd, 2022 • Greenrose Holding Co Inc. • Retail-retail stores, nec • New York
THIS EXCHANGE AGREEMENT (the “Agreement”) dated as of February 2, 2022 (the “Effective Date”) is entered into between The Greenrose Holding Company Inc. (“Greenrose Holding” or the “Company”) and Greenrose Associates LLC (“Associates”) regarding the exchange of an aggregate debt obligations of $2,640,500 owed by Greenrose Holding to Associates (the “Aggregate Debt Obligation”).
July 25, 2022 Via Email – yokobee@gmail.com Bernard Wang La Crescenta, CA 91214 Dear Bernard:Greenrose Holding Co Inc. • July 29th, 2022 • Retail-retail stores, nec • Delaware
The Greenrose Holding Company Inc., (the “Company” or “Greenrose”) is pleased to make an offer to you of full-time employment as Greenrose’s Chief Financial Officer pursuant to the terms and conditions contained within this employment agreement (the “Agreement”). This Agreement replaces any prior, oral or written, understanding or agreement with the Company in its entirety.
IMPERIAL CAPITAL, LLC 10100 Santa Monica Boulevard Suite 2400 Los Angeles, California 90067Greenrose Acquisition Corp • January 14th, 2020 • Blank checks • New York
This is to confirm our agreement whereby Greenrose Acquisition Corp., a Delaware corporation (“Company”), has requested Imperial Capital, LLC (the “Advisor”) to assist it in connection with the Company merging with, acquiring, engaging in a share exchange, recapitalization or reorganization, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-235724) filed with the Securities and Exchange Commission (the “Registration Statement”) in connection with its initial public offering (“IPO”).
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 3rd, 2021 • Greenrose Acquisition Corp. • Retail-retail stores, nec
This AMENDMENT NO. 2 (this “Amendment”) to the ASSET PURCHASE AGREEMENT (the “Purchase Agreement”), made as of March 12, 2021, by and among True Harvest, LLC, an Arizona limited liability company (“Seller”), Greenrose Acquisition Corp, a Delaware corporation (“Parent”), and True Harvest Holdings, Inc., a Delaware corporation (“Buyer”), is entered into on October 28, 2021 (the “Effective Date”). Each of Seller, Parent and Buyer is referred to herein as a “Party” and collectively as the “Parties.” Terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Purchase Agreement.
CREDIT AGREEMENT by and among THE GREENROSE HOLDING COMPANY INC. (F/K/A GREENROSE ACQUISITION CORP.), as Borrower, THE OTHER LOAN PARTIES THAT ARE PARTY HERETO, THE LENDERS THAT ARE PARTY HERETO as the Lenders, and DXR FINANCE, LLC as Agent Dated as...Credit Agreement • December 3rd, 2021 • Greenrose Holding Co Inc. • Retail-retail stores, nec • New York
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of November 26, 2021, by and among THE GREENROSE HOLDING COMPANY INC. (F/K/A GREENROSE ACQUISITION CORP.), a Delaware corporation (the “Borrower”), the other Loan Parties that are party hereto from time to time, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually, as a “Lender” and collectively, as the “Lenders”), and DXR Finance, LLC, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”).
ESCROW AGREEMENTEscrow Agreement • December 3rd, 2021 • Greenrose Holding Co Inc. • Retail-retail stores, nec • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of November 24, 2021 by and among Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the representative of the Selling Securityholders (the “Selling Securityholder’s Representative”), Greenrose Acquisition Corp., a Delaware corporation (the “Parent”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”) pursuant to the Merger Agreement (as defined below). Selling Securityholders’ Representative, the Parent and the Escrow Agent may hereinafter be referred to individually as a “Party” and collectively as, the “Parties”. Capitalized but undefined terms used herein shall have the meaning set forth in the Merger Agreement.
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • July 29th, 2022 • Greenrose Holding Co Inc. • Retail-retail stores, nec • New York
This SETTLEMENT AGREEMENT AND RELEASE (“Agreement”) dated as of July 22, 2022 (“Effective Date”) by and between Scott Cohen (hereinafter referred to as “Cohen” or “EMPLOYEE”) and The Greenrose Holding Company Inc., (“GREENROSE” or “Employer”).
Ladies and Gentlemen:Registration Rights Agreement • October 21st, 2021 • Greenrose Acquisition Corp. • Retail-retail stores, nec
Greenrose Acquisition Corp, a Delaware corporation (the “Issuer”), has entered into certain Business Combination Agreements (as defined in the Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on October 5, 2021 (the “Proxy”)) pursuant to which the Issuer intends to close on the Qualified Business Combinations (as defined in the Proxy), on the terms and subject to the conditions set forth therein. The closing of the Qualified Business Combination (the “Closing”) is subject to the satisfaction of a number of conditions. For the purposes hereof, the term “Closing Date” shall mean the date of the Closing of the Qualified Business Combinations.
AMENDMENT NO. 1 TO MERGER AGREEMENTMerger Agreement • August 17th, 2021 • Greenrose Acquisition Corp. • Retail-retail stores, nec
This AMENDMENT NO. 1 (this “Amendment”) to the AGREEMENT AND PLAN OF MERGER (the “Merger Agreement”), made as of March 12, 2021, by and among THERAPLANT, LLC, a Connecticut limited liability company (the “Company”), Greenrose Acquisition Corp, a Delaware corporation (“Parent”), GNRS CT Merger Sub, LLC, a Delaware limited liability corporation (“Merger Sub”), and Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the representative of the Selling Securityholders (the “Selling Securityholders’ Representative”), is entered into on August 10, 2021. Terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Merger Agreement.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 18th, 2021 • Greenrose Acquisition Corp. • Blank checks • Arizona
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of March 12, 2021, is entered into between True Harvest, LLC, an Arizona limited liability company (“Seller”), Greenrose Acquisition Corp, a Delaware Corporation (“Parent”), and True Harvest Holdings, Inc., a Delaware corporation (“Buyer”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • January 6th, 2022 • Greenrose Holding Co Inc. • Retail-retail stores, nec
AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of December 31, 2021 (“Amendment No. 1 Effective Date”), by and among The Greenrose Holding Company Inc. (f/k/a Greenrose Acquisition Corp.) (the “Borrower”), the other Loan Parties that are party hereto, the lenders that are party hereto (each, a “Lender” and collectively, the “Lenders”) and DXR Finance, LLC (the “Agent”).
AMENDMENT NO. 2 TO MERGER AGREEMENTMerger Agreement • November 30th, 2021 • Greenrose Holding Co Inc. • Retail-retail stores, nec
This AMENDMENT NO. 2 (this “Amendment”) to the AGREEMENT AND PLAN OF MERGER (the “Merger Agreement”), by and among THERAPLANT, LLC, a Connecticut limited liability company (the “Company”), Greenrose Acquisition Corp, a Delaware corporation (“Parent”), GNRS CT Merger Sub, LLC, a Delaware limited liability corporation (“Merger Sub”), and Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the representative of the Selling Securityholders (the “Selling Securityholders’ Representative”), is entered into on November 26, 2021. Terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Merger Agreement.
AMENDMENT TO TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • February 7th, 2023 • Greenrose Holding Co Inc. • Retail-retail stores, nec • New York
AMENDMENT TO TRANSACTION SUPPORT AGREEMENT (this “Amendment”), dated as of February 6, 2023, by and among The Greenrose Holding Company Inc., a Delaware corporation (“Holdings”), Theraplant, LLC (“Theraplant”), True Harvest Holdings, Inc. (“TH,” and together with Theraplant, the “Subsidiaries”, and the Subsidiaries together with Holdings, the “Greenrose Entities” or the “Company”), DXR Finance LLC, in its capacity as Agent under and as defined in the Credit Agreement and the Note referred to in the Transaction Support Agreement (as defined below) (the “Agent”), DXR-GL Holdings I, LLC (“DXR-I”), DXR-GL Holdings II, LLC (“DXR-II”), and DXR-GL Holdings III, LLC (“DXR-III,” and together with DXR-I and DXR-II, the “Consenting Lenders”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Transaction Support Agreement.
AMENDMENT NO. 3 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 4th, 2022 • Greenrose Holding Co Inc. • Retail-retail stores, nec • Arizona
This AMENDMENT NO. 3 (this “Amendment No. 3”) to the ASSET PURCHASE AGREEMENT (the “Purchase Agreement”), made as of March 12, 2021, by and among True Harvest, LLC, an Arizona limited liability company (“Seller”), The Greenrose Holding Company Inc., a Delaware corporation formerly known as Greenrose Acquisition Corp (“Parent”), and True Harvest Holdings, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Buyer”), as amended by that certain Amendment No. 1 to Asset Purchase Agreement dated July 2, 2021, and that certain Amendment No. 2 to Asset Purchase Agreement dated October 28, 2021, is entered into on December 31, 2021. Terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Purchase Agreement.
IMPERIAL CAPITAL, LLC 10100 Santa Monica Boulevard Suite 2400 Los Angeles, California 90067 February 11, 2020Greenrose Acquisition Corp • February 11th, 2020 • Blank checks • New York
This is to confirm our agreement whereby Greenrose Acquisition Corp., a Delaware corporation (“Company”), has requested Imperial Capital, LLC (the “Advisor”) to assist it in connection with the Company merging with, acquiring, engaging in a share exchange, recapitalization or reorganization, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-235724) filed with the Securities and Exchange Commission (the “Registration Statement”) in connection with its initial public offering (“IPO”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 11th, 2020 • Greenrose Acquisition Corp • Blank checks • New York
This Agreement is made as of February 11, 2020 by and between Greenrose Acquisition Corp. (the “Company”) and Continental Stock Transfer& Trust Company (“Trustee”).
ABHILASH M. RAVAL Partner 55 Hudson Yards I New York, NY 10001-2163 T: 212.530.5123 araval@milbank.com I milbank.comGreenrose Holding Co Inc. • October 4th, 2022 • Retail-retail stores, nec
Greenrose Acquisition Corp.Greenrose Acquisition Corp • February 11th, 2020 • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Greenrose Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Greenrose Associates LLC shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, at 1000 Woodbury Road, Woodbury, New York 11797. In exchange therefore, the Company shall pay Greenrose Associates LLC $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
FORBEARANCE AGREEMENTForbearance Agreement • October 13th, 2022 • Greenrose Holding Co Inc. • Retail-retail stores, nec • New York
This FORBEARANCE AGREEMENT (this “Agreement”) dated as of October 12, 2022, by and among The Greenrose Holding Company Inc. (the “Borrower”), Theraplant, LLC and True Harvest Holdings, Inc. (the “Guarantor” and together with the Borrower, the “Credit Parties”), the Lenders party to the Credit Agreement (as defined below) listed on the signature pages hereto (the “Lenders”) and DXR Finance, LLC, in its capacity as Administrative Agent and Collateral Agent (in such capacities, the “Agent”) under the Credit Agreement.
