15,000,000 Units GREENROSE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • January 14th, 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 • January 14th, 2020 • Greenrose Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT is made as of [●], 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 • January 14th, 2020 • Greenrose Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of ___________, 2020, by and among Greenose 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 14th, 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.
STOCK ESCROW AGREEMENTStock Escrow Agreement • January 14th, 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 14th, 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 three quarters of 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.
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”).
