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 • February 11th, 2020 • Greenrose Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 11th day of February, 2020, 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”).
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”).
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”).
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.
