Exhibit 10.1


 


EXECUTION VERSION


 


TRANSACTION SUPPORT AGREEMENT


 


This TRANSACTION SUPPORT AGREEMENT is made and entered
into as of November 10, 2022 (this “Agreement”) by and among The Greenrose Holding Company Inc., a Delaware corporation
(“Holdings”), Theraplant, LLC (“Theraplant”), True Harvest Holdings, Inc. (“TH,”
and together with Theraplant and 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 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 DXRI and DXR II, the “Consenting Lenders”).


 


WHEREAS, the Greenrose Entities are party to that
certain Credit Agreement, dated as of November 26, 2021, as amended by that certain Amendment No. 1, dated as of December 31, 2022, and
by that certain Amendment No. 2, dated as of November 10, 2022 (“Amendment No. 2”), and as may be further amended,
restated, amended and restated, supplemented and/or otherwise modified from time to time (the “Credit Agreement”) with
the Agent and the Consenting Lenders, as Lenders. Capitalized terms used herein without definition shall have the meanings ascribed to
such terms in the Credit Agreement, as applicable; and


 


WHEREAS, Holdings issued that certain Secured Promissory
Note, dated October 12, 2022 (the “Note”; the Obligations of the Company under the Note together with the Obligations
under the Credit Agreement, the “Existing Debt”) in an original principal amount of $15,300,000.00 to the Agent for
the benefit of the Consenting Lenders; and


 


WHEREAS, the Agent has noticed Events of Default
under both the Credit Agreement and the Note as more fully set forth in that certain (i) Notice of Default dated October 2, 2022, (ii)
Notice of Additional Default dated October 10, 2022 and (iii) Notice of Additional Default dated October 14, 2022; and


 


WHEREAS, the Greenrose Entities, Agent and Consenting
Lenders are party to that certain Forbearance Agreement, dated as of October 13, 2022 (as extended from time to time); and


 


WHEREAS, the Greenrose Entities, Agent and Consenting
Lenders have entered into that certain Forbearance Agreement, dated as of November 10, 2022, as amended, restated, amended and restated,
supplemented and/or otherwise modified from time to time (the “Forbearance Agreement”) pursuant to which, among other
things, the Agent and the Consenting Lenders have agreed to forbear from accelerating the obligations and from otherwise exercising any
rights, remedies, powers, privileges, and defenses under the Credit Agreement and/or Note as the result of the existence of any Default
or Event of Default (whether under the Credit Agreement, the Note, or any Loan Document) other than a Forbearance Termination Event of
Default (as defined therein); provided that on and after the execution of the Forbearance Agreement in accordance with Section 4(c) the
Agent and the Consenting Lenders shall be permitted to exercise certain remedies that are required to consummate the transactions under
the Foreclosure Agreement and otherwise in accordance with this Agreement; and


 






     


     


    

 


WHEREAS, the Consenting Lenders constitute all Lenders
under the Credit Agreement; and


 


WHEREAS, the Consenting Lenders, Agent and Greenrose
Entities have agreed upon the transactions described herein (collectively, the “Transaction”) subject to the terms
and conditions of this Agreement and a foreclosure agreement, which shall be consistent with this Agreement and in form and substance
reasonably acceptable to the Greenrose Entities, the Agent, Consenting Lenders and NewCo (as defined below) (the “Foreclosure
Agreement”).


 


In exchange for good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Greenrose Entities and each Consenting Lender intending to be legally
bound, hereby agree as follows:


 


		1.	Effectiveness. This Agreement shall become effective on the date upon which: counterparts of this Agreement have been duly
executed by each of the Greenrose Entities, the Agent, and each of the Consenting Lenders.



 


		2.	Incremental Funding. The Consenting Lenders shall fund (and the Agent shall consent and facilitate the funding of) an additional
$10 million of loans under the Credit Agreement (the “Incremental Debt”) under Amendment No. 2. The Incremental Debt
shall be compromised of (i) $5 million to be borrowed immediately on the effective date of Amendment No. 2 (the “Initial
Incremental Debt”) and (ii) $5 million to be borrowed in one or more draws after the effective date of Amendment No. 2 (the
“Delayed Draw Incremental Debt”). The Incremental Debt proceeds shall be used in accordance with the terms and conditions
set forth in Amendment No. 2 including to pay, among other things, (i) operating expenses, (ii) directors and officers insurance (including
the funding of a 6-year tail policy), (iii) external professional advisors of the Greenrose Entities, (iv) ongoing expenses of SierraConstellation
Partners LLC, (v) the professional fees and expenses of any professional advisor retained by the Agent and the Consenting Lenders, (vi)
payment of a license conversion fee to the State of Connecticut, (vii) a contribution to the Connecticut social equity fund, (viii) the
Wind-Down Amount, and (ix) certain tax liabilities.



 


		3.	Third Party Marketing Process.



 


		(a)	For up to fifty (50) days after the date of this Agreement
(the “Marketing Period”), the Greenrose Entities will use commercially reasonable efforts to market themselves and
their assets (such process, the “Marketing Process”) with the goal of receiving a proposal (an “Alternative
Transaction Proposal” and the transaction contemplated therein, an “Alternative Transaction”) for a sale,
disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, debt investment,
equity investment, liquidation, tender offer, recapitalization, share exchange, business combination, or similar transaction involving
any one or more Greenrose Entity, any one or more Greenrose Entity’s assets, or the debt, equity, or other interests in any one
or more Greenrose Entity that is an alternative to the Foreclosure (as defined herein). During the Marketing Period, the Agent and Consenting
Lenders shall forbear from exercising their rights and remedies under the Loan Documents, in accordance with (and subject to) the terms
of the Forbearance Agreement (the “Forbearance”).



 


		(b)	During the first twenty (20) days (or up to thirty (30) days
at the election of the Special Committee (as defined below)) of the Marketing Period (“Phase One”), the Greenrose
Entities shall solicit non-binding indications of interest from third parties for an Alternative Transaction involving the Greenrose
Entities. At the conclusion of Phase One, if the Greenrose Entities receive indications of interest from one or more third parties that
the Special Committee of the Board of Directors of Holdings (the “Special Committee”), reasonably determines (after
consulting with outside legal counsel and its financial advisors) have the potential to become a Qualifying Alternative Transaction Proposal
(as defined below) (each an “Identified Potential Qualified Purchaser”), then such parties will be invited to participate
in the second phase (“Phase Two”) of the Marketing Process and the Forbearance shall be automatically extended until
the end of Phase Two. If the Special Committee does not identify any Identified Potential Qualified Purchasers during Phase One, then
the Marketing Period shall end and there will not be a Phase Two unless the Agent or Consenting Lenders consent to the occurrence of
Phase Two.



 






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		(c)	During Phase Two, Identified Potential Qualified Purchasers
will have until day fifty (50) of the Marketing Period to formalize their indications of interest into binding proposals (such proposal,
a “Qualifying Alternative Transaction Proposal” and the transaction contemplated therein, a “Qualifying Alternative
Transaction”). Each Qualifying Alternative Transaction Proposal shall: (1) (i) be binding, (ii) provide evidence that such
bidder is financially capable of consummating the transactions contemplated in such proposal, (iii) not be subject to any diligence or
financing contingencies, (iv) include no additional conditions precedent or termination events than those included in Sections 6
and 15 of this Agreement, (v) be accompanied by a cash deposit equal to 10 percent (10%) of the total consideration included in
such proposal (a “Good Faith Deposit”), which shall be held in escrow by an escrow agent (the “Escrow Agent”)
mutually selected by the Greenrose Entities, the Agent and the Consenting Lenders on terms and conditions mutually acceptable to the
Greenrose Entities, the Agent and the Consenting Lenders; provided that the definitive documents with respect to such Alternative Transaction
Proposal shall provide that one-half of the Good Faith Deposit will be forfeited and used to pay down the Obligations (as defined in
the Credit Agreement) if the Greenrose Entities sign a Qualifying Alternative Proposal and such Qualifying Alternative Proposal is not
consummated due to a failure to receive necessary regulatory approval and (vi) provide for payment in full, in cash of the sum, calculated
as of the date of consummation of the transaction contemplated by such Qualifying Alternative Transaction Proposal, (the “Hurdle
Amount”) of (a) the Obligations including the Applicable Make-Whole Amount (each as defined in the Credit Agreement); (b) the
fees and expenses of any investment banker or similar professional retained by the Greenrose Entities in connection with the Qualifying
Alternative Transaction; and (c) the amount necessary to provide for sufficient funding to wind down the Company upon closing of the
transactions contemplated in such Qualifying Alternative Transaction Proposal; provided that such amount shall not be less than the Wind-Down
Amount; or (2) be on terms otherwise acceptable to the Company, Agent and Consenting Lenders. No proposal will be considered a Qualifying
Alternative Transaction Proposal unless the Greenrose Entities retain a right therein to terminate such Alternative Transaction Proposal
on the date that is 90 days from the date on which the Alternative Transaction Proposal is first presented by the Greenrose Entities
to the Connecticut Department of Consumer Protection in connection with the Connecticut regulatory approval and cannabis licensing process
(the “Qualifying Alternative Transaction Outside Date”). If the Greenrose Entities enter into a Qualifying Alternative
Transaction Proposal, the Greenrose Entities shall be required to deliver such termination on the date immediately following the Qualifying
Alternative Transaction Outside Date unless the Agent consents otherwise.



 


		(d)	The Greenrose Entities shall be entitled to, in their sole
discretion, determine how to market their assets so as to maximize (i) the number of Alternative Transaction Proposals (including Qualifying
Alternative Transaction Proposals); and (ii) the value of such proposals; provided that at a minimum, the Greenrose Entities shall
provide due diligence to reasonably qualified potential bidders, subject to customary exclusions, as determined in good faith by the
Greenrose Entities, including such third parties executing a confidentiality agreement, in form and substance acceptable to the Greenrose
Entities.



 


		(e)	If the Greenrose Entities have received more than one Qualifying
Alternative Transaction Proposal, no later than three (3) business days following the conclusion of Phase Two, the Greenrose Entities
shall conduct an in-person auction that is “on the record” (the “Auction”), at which the Agent, on behalf
of the Lenders as defined in the Credit Agreement), may “credit bid” the Hurdle Amount, as such amount existed on the last
business day prior to the day of the Auction (a “Credit Bid”). The Greenrose Entities shall not adjourn, postpone
or cancel the Auction without the prior written consent of the Agent and Consenting Lenders (which consent is not to be unreasonably
withheld). If the Greenrose Entities receive no more than one Qualifying Alternative Transaction Proposal, the Greenrose Entities may
determine, in their reasonable discretion, not to hold the Auction and instead declare the applicable Qualifying Alternative Transaction
Proposal as the highest and best Qualifying Alternative Transaction Proposal. After receipt and review of Qualifying Alternative Transaction
Proposals and, in any event, the Agent and/or the Consenting Lenders may elect (such election, the “Credit Bid Election”)
to participate in the Auction. If the Agent and Consenting Lenders make a Credit Bid Election, the Agent at the direction of the Consenting
Lenders must submit a bid reasonably consistent with the procedures to which all participating bidders are required to comply with to
the Greenrose Entities no later than two (2) business days prior to the Auction. For the avoidance of doubt, the Agent and Consenting
Lenders shall have the right to include cash consideration, including in excess of the Hurdle Amount, in conjunction with any Credit
Bid.



 






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		(f)	To the extent there are multiple Qualifying Alternative Transaction
Proposals, prior to the conclusion of the Auction, the Greenrose Entities shall (i) determine which Qualifying Alternative Transaction
Proposal is the next highest or otherwise best after the winning bid (the “Backup Bid”) and (ii) notify such bidder
that such bidder’s Qualifying Alternative Transaction Proposal was selected as the Backup Bid. A Backup Bid shall remain binding
on the applicable bidder until the earlier of (A) the closing of transaction(s) contemplated by the winning bid and (B) 90 days after
the date of the Auction (the “Back-Up Period”). If the winning bidder fails to consummate the Qualified Alternative
Transaction contemplated in its winning bid during the Back-Up Period, the Backup Bidder shall be deemed the new winning bidder, and
the Greenrose Entities shall consummate the Qualified Alternative Transaction contemplated by the Backup Bid.



 


		(g)	If the Company receives one or more Qualifying Alternative
Transaction Proposals, the Marketing Period and Forbearance shall automatically extend for ten (10) days to allow the Company to conduct
the Auction and finalize definitive documentation with respect to such applicable Qualifying Alternative Transaction Proposals.



 


		(h)	If the Company enters into definitive documentation with respect
to a Qualifying Alternative Transaction then the Forbearance shall automatically extend until through and including the date on which
such Qualifying Alternative Transaction has received all necessary regulatory approvals from the applicable governmental or regulatory
authorities and the satisfaction (or waiver) of all other conditions precedent to the consummation of such transaction, but in no event
later than the Qualifying Alternative Transaction Outside Date. All Qualifying Alternative Transaction Proposals must terminate on the
Qualifying Alternative Transaction Outside Date, as such date may be extended, changed or modified by the Greenrose Entities, subject
to the prior consent of the Agent and Consenting Lenders.



 


		(i)	Cash proceeds from a Qualifying Alternative Transaction that
is consummated shall be sufficient to satisfy the Hurdle Amount and shall be used to pay the Hurdle Amount in full on the date of closing
of such Qualifying Alternative Transaction.



 


		(j)	Notwithstanding anything to the contrary in this Agreement,
each Greenrose Entity and its respective directors, officers, employees, investment bankers, attorneys, accountants, consultants and
other advisors or representatives shall have the right during the Marketing Period to: (i) consider and respond to any inquiry, proposal,
offer, bid, term sheet, discussion, or agreement with respect to any potential Alternative Transaction Proposal; (ii) provide access
to non-public information concerning any Greenrose Entity to any entity or provided that such entity enters into a confidentiality agreement
or nondisclosure agreement with the Greenrose Entities; or (iii) maintain or continue discussions or negotiations with respect to potential
Alternative Transaction Proposals and enter into or continue discussions or negotiations with holders of claims or interests in Greenrose
Entity or any other entity regarding the Foreclosure and/or any Alternative Transaction Proposal; provided, that, prior
to the Agent and/or Consenting Lenders making a Credit Bid Election, and if the Agent and Consenting Lenders (i) elect not to make a
Credit Bid Election or (ii) make a Credit Bid Election and subsequently cease participation in the Auction, the Greenrose Entities shall
(x) provide a copy of any written Alternative Transaction Proposal or topping bid (and notice of, and a written summary of, any oral
Alternative Transaction Proposal or topping bid) as soon as reasonably practicable under the circumstances after the Greenrose Entities’
or their advisors’ receipt of such Alternative Transaction Proposal to the Agent, Consenting Lenders and their advisors and (y)
provide such information to the Agent, Consenting Lenders and each of their advisors as reasonably requested by such parties or as necessary
to keep the Agent, Consenting Lenders and their advisors reasonably informed as to the status and substance of such discussions (subject
to applicable law and any applicable confidentiality obligations of the Greenrose Entities, if such obligations are not intended to frustrate
the rights of the Agent and Consenting Lenders hereunder). If the Agent and/or NewCo make a Credit Bid Election, then the Agent and Consenting
Lenders will only be entitled to receive the same information provided to all bidders at the Auction.



 






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		4.	Foreclosure Agreement.



 


		(a)	If the Marketing Process does not result in a binding, fully executed Qualifying Alternative Transaction Proposal or if such executed
Qualifying Alternative Transaction Proposal (including any Backup Bid) fails to close, then the (i) Agent and the Consenting Lenders will
transfer the Obligations (as defined in the Credit Agreement) to a newly-formed Delaware limited liability company (“NewCo”),
(ii) NewCo shall become party to this Agreement by executing, and delivering to the Greenrose Entities, a joinder to this Agreement, in
form and substance reasonably acceptable to the Greenrose Entities and (iii) NewCo will transmit an offer in the form of the Foreclosure
Agreement (the transactions contemplated thereby, the “Foreclosure”, and the date such Foreclosure Agreement is transmitted
to the Greenrose Entities, the “Foreclosure Agreement Transmittal Date”) to the Greenrose Entities to accept the Designated
Collateral (as defined below), on terms consistent with the terms set forth in this Agreement or such different or additional terms as
are reasonably acceptable to the Greenrose Entities, NewCo, Agent and the Consenting Lenders, in exchange for the satisfaction (in the
aggregate) of the Obligations (as defined under the Credit Agreement).



 


		(b)	[Reserved.]



 


		(c)	Promptly (and in any event not later than one (1) business day) following the execution of the parties of the Foreclosure Agreement,
either (X) (1) NewCo will commence a foreclosure proceeding in Connecticut state court with respect to Theraplant’s owned real property
(the “Facility”) and (2) NewCo and Theraplant will enter into a stipulation for a consensual foreclosure of the Facility
(collectively, the “Judicial Foreclosure”) or, (Y) to the extent the Agent and the Consenting Lenders elect not to
pursue the Judicial Foreclosure in their reasonable discretion, the parties shall engage in another method of foreclosure, as determined
in the Agent’s and Consenting Lenders reasonable discretion, and subject to the Greenrose Entities’ consent (not to be unreasonably
withheld). To the extent the Foreclosure is consummated prior to the completion of the Judicial Foreclosure, and provided that the Consenting
Lenders or NewCo provide Theraplant sufficient funding to remain in existence and comply with the following obligations, NewCo (or a subsidiary
of NewCo) and Theraplant will enter into and maintain a rent-free lease to allow for use of the real property by NewCo (or a subsidiary
of NewCo) pending the completion of the Judicial Foreclosure.



 


		(i)	Within three (3) days of receiving the Foreclosure Agreement
(which agreement, for the avoidance of doubt,shall be reasonably acceptable to the Greenrose Entities, Newco, Agent, and Consenting Lenders
and be in form and substance consistent with this Agreement or on such additional or different terms as are reasonably acceptable to
the Greenrose Entities, Newco, Agent, and Consenting Lenders), duly executed by the Agent and Consenting Lenders, the Greenrose Entities
shall, subject to the waiver (in writing by the Greenrose Entities) or satisfaction of the conditions in Section 7(a) below, execute
the Foreclosure Agreement by delivering an executed signature page counterpart to the Foreclosure Agreement.



 


		(ii)	After the expiry of the Forbearance and until the Foreclosure
Outside Date, the Agent, Consenting Lenders, and NewCo shall continue to forbear in accordance with the terms of the Forbearance Agreement,
and shall continue to make the Incremental Debt available to the Company, pursuant to the terms of Amendment No. 2.



 






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		(iii)	Subject to the Limited Diligence Out (as defined herein),
NewCo shall assume all of the following liabilities in connection with the Foreclosure (the “Assumed Liabilities”):
(i) employee liabilities (other than indemnification obligations except as specified below in this Section 4(c)(iii)), (ii) accounts
payable and liabilities arising from assumed contracts, and (iii) obligations to Ducera Partners LLC (or any of its affiliates); provided
that, in no event shall NewCo (or one or more of its subsidiaries) be liable for more than $1,000,000 in liabilities in respect of professional
fees and expenses related to services rendered by Ducera Partners LLC (or any of its affiliates), and shall only be liable for up to
such $1,000,000 if, and only if, (i) the Agent (on behalf of the Consenting Lenders) submits a Credit Bid, such bid is declared the winning
bid at the Auction and the transactions contemplated by such bid are consummated or (ii) if the Foreclosure is consummated. NewCo and
the current officers and directors of the Greenrose Entities (the “Current D&Os”) that wish to maintain indemnification
from NewCo for matters arising from, related to or otherwise occurring prior to the closing of the Foreclosure shall enter into new indemnification
agreements (in form and substance reasonably acceptable to NewCo and the Greenrose Entities) pursuant to which NewCo shall indemnify
the Current D&Os for claims related to or arising from the Transactions (as defined in the Release Agreement) (the “Indemnification
Agreements”). Such Indemnification Agreements shall provide that, prior to seeking indemnification on a claim, such director
or officer must first look to recover under any insurance policy of any of the Greenrose Entities covering such loss and not seek indemnity
until there has been a determination under the relevant insurance policy as to their claim. Further, by executing the Indemnity Agreement,
each Current D&O shall be required to waive any and all other forms of indemnification, contribution or similar claims against NewCo
whether arising under applicable law, contract (including any assumed contract) or otherwise for any and all matters related to or arising
from or occurring prior to the consummation of the Foreclosure. Further, NewCo shall enter into an agreement that is reasonably acceptable
to NewCo and the Greenrose Entities (the “Tax Funding Agreement”) to fund all of the Greenrose Entities’ anticipated
tax liabilities in such amounts as reflected on the schedule delivered by the Greenrose Entities prior to the date hereof (the “Tax
Schedule”), and which schedule may be amended following the date hereof, with the reasonable consent of the Agent or the Consenting
Lenders (collectively with the Assumed Liabilities, the “NewCo Liabilities”); provided that NewCo shall not be required
to pay any federal or state income taxes that are materially in excess of the amounts listed in the Tax Schedule as of the date hereof
and, with respect to all other taxes set forth on the Tax Schedule as of the date hereof, shall not be required to pay any amounts in
excess of amounts listed on the Tax Schedule.



 


		(iv)	Within fifteen (15) days of the execution by the Company
of the Foreclosure Agreement, and in any event no earlier than upon expiration of the Limited Diligence Out Period, NewCo shall offer
each employee of the Subsidiaries employment at NewCo effective at (but subject to) closing of the Foreclosure on substantially the same
terms (including without limitation position, title, salary, bonus, incentive compensation, location and duties), and with no less favorable
benefits, as such employees’ existing employment arrangements; provided that terms of such employee arrangements are not materially
amended or modified from the date hereof through and including the date on which such offer of employment is made without the consent
of the Agent.



 


		(v)	The assets to be foreclosed upon (the “Designated
Collateral”) under the Foreclosure shall constitute all or substantially all of the Collateral provided by the Greenrose Entities
other than the equity interests in Theraplant and TH. The Designated Collateral also shall include causes of action and choses in action,
whether known or unknown, other than those causes of action and choses in action that are released pursuant to the Release Agreement.
Designated Collateral shall not include any Excluded Assets (as defined in the Credit Agreement) or other Collateral identified by the
Consenting Lenders with the consent of the Company (not to be unreasonably withheld) by the Foreclosure Agreement Transmittal Date.



 






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		5.	Mutual Release. As a condition precedent to each parties’ obligations to consummate the Foreclosure, the Greenrose Entities,
on the one hand, and NewCo, the Agent and Consenting Lenders, on the other hand, will execute the mutual release agreement in substantially
the form delivered by the Greenrose Entities’ outside legal counsel to the Agent’s outside legal counsel, by email, on the
date hereof (the “Release Agreement”).



 


		6.	NewCo Conditions Precedent. The obligation of the Agent and NewCo to consummate the Foreclosure shall be subject to the satisfaction
or waiver of the following conditions precedent in the sole discretion of NewCo and the Agent:



 


		(a)	there not occurring or becoming known to NewCo, Agent or the
Consenting Lenders any material adverse condition or material adverse change in or affecting the business, operations, property, condition
(financial or otherwise) or prospects of the Greenrose Entities, taken as a whole;



 


		(b)	subject to the Budget, the payment of all license conversion
fees necessary to obtain a license for the cultivation of cannabis for the recreational market in Connecticut which shall be paid from
the proceeds of the Incremental Debt;



 


		(c)	receipt of all governmental approvals necessary to consummate
the Foreclosure;



 


		(d)	no injunction or restraining order shall have been issued
by any governmental authority, and be in effect, that restrains or prohibits any transaction contemplated hereby;



 


		(e)	no governmental authority having jurisdiction over any party
hereto shall have enacted, issued, promulgated, enforced, or entered any laws or orders, whether temporary, preliminary, or permanent,
that make illegal, enjoin, or otherwise prohibit the consummation of the transactions contemplated hereby (other than Federal Cannabis
Laws (as defined in the Credit Agreement));



 


		(f)	no assignment for the benefit of creditors, moratoria, composition, reorganization, arrangement or similar relief has been commenced
by or with respect to any Greenrose Entity (excluding, for the avoidance of doubt, the Existing Litigation (as defined in the Forbearance
Agreement);



 


		(g)	payment of all reasonable and documented, invoiced fees and
out of pocket expenses of (i) Milbank LLP, (ii) The Ledbetter Law Firm, P.L.C., (iii) Pullman & Comley LLC and (iv) with the consent
of the Company (not to be unreasonably withheld), other advisors to the Agent, the Consenting Lenders and NewCo; provided that, in each
case, subject to the Budget and sufficient funding having been provided by the Consenting Lenders to pay such fees and expenses;



 


		(h)	the Forbearance Agreement has been executed and remains in
full force and effect; and



 


		(i)	the Foreclosure Agreement has been executed and remains in
full force and effect.



 


		7.	Greenrose Entities Conditions Precedent.



 


		(a)	The obligation of the Greenrose Entities to execute the Foreclosure
Agreement, shall be subject to the satisfaction or waiver of the following conditions precedent in the sole discretion of the Greenrose
Entities:



 


		(i)	NewCo shall have delivered the Foreclosure Agreement to the
Greenrose Entities in form and substance reasonably acceptable to the Greenrose Entities (and consistent with the terms of this Agreement
or with such additional or different terms as are reasonably acceptable to the Greenrose Entities, Newco, Agent, and Consenting Lenders);



 


		(ii)	the Marketing Period shall have terminated and no definitive
agreement with respect to a Qualifying Alternative Transaction has been entered into;



 






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		(iii)	the Special Committee shall have received an opinion (or
equivalent thereof) from the Greenrose Entities’ financial advisor that the Foreclosure is fair from a financial point of view
to the Greenrose Entities; and



 


		(iv)	the conditions set forth in Section 7(b)(iv)-(vi)
of this Agreement



 


		(b)	The obligation of the Greenrose Entities to consummate the
Foreclosure, shall be subject to the satisfaction or waiver of the following conditions precedent in the sole discretion of the Greenrose
Entities:



 


		(i)	the Consenting Lenders shall have delivered, and the Greenrose
Entities shall have executed, the Foreclosure Agreement and such Foreclosure Agreement remains in full force and effect;



 


		(ii)	the Consenting Lenders shall have funded, into an account
to be used solely to fund the wind-down of the Greenrose Entities, an amount equal to (x) $500,000 (or such other higher amount with
the consent of the Agent that prior to closing, the Greenrose Entities demonstrate a funding need for in order to conduct and complete
an orderly wind-down of the Greenrose Entities) less (y) any amounts remaining in the Company’s bank accounts (other than
accounts holding trust fund taxes and withholdings that are used to pay such taxes or satisfy the obligations related to such withholdings)
following the consummation of the Foreclosure (and after taking into account the payment of transaction expenses contemplated by the
Foreclosure Agreement) (the “Wind-Down Amount”);



 


		(iii)	receipt of all governmental approvals necessary to consummate
the Foreclosure;



 


		(iv)	no injunction or restraining order shall have been issued
by any governmental authority, and be in effect, that restrains or prohibits any transaction contemplated hereby;



 


		(v)	no governmental authority having jurisdiction over any party
hereto shall have enacted, issued, promulgated, enforced, or entered any laws or orders, whether temporary, preliminary, or permanent,
that make illegal, enjoin, or otherwise prohibit the consummation of the transactions contemplated hereby (other than Federal Cannabis
Laws (as defined in the Credit Agreement));



 


		(vi)	all Lenders under the Credit Agreement shall have assigned
the Obligations (as defined under the Credit Agreement) to NewCo and NewCo shall have become party to this Agreement;



 


		(vii) 	subject to the Budget (as defined in the Credit Agreement),
the Consenting Lenders shall have provided the Greenrose Entities with funding to bind a 6-year D&O tail policy that covers the Greenrose
Entities’ existing directors and officers, as well as any parties appointed to oversee the Greenrose Entities’ wind-down,
and the Company shall have funded and bound such policy;



 


		(viii) 	NewCo and the Greenrose Entities shall have executed and
delivered the Tax Funding Agreement;



 


		(ix)	the Greenrose Entities, NewCo, the Agent and Consenting Lenders,
shall have executed and delivered the Release Agreement;



 


		(x)	NewCo shall have executed the Indemnification Agreements;
and



 


		(xi)	the Forbearance Agreement has been executed and remains in
full force and effect.



 






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		8.	Pursuit/Support of the Foreclosure.



 


		(a)	If a Foreclosure Agreement is delivered to the Greenrose Entities
in accordance with the terms of this Agreement and is consented to by the Greenrose Entities, each of the Greenrose Entities agrees and
covenants that it shall (i) use commercially reasonable efforts to successfully consummate the Foreclosure in the manner and in accordance
with the timeline contemplated by this Agreement, and (ii) assist with all necessary filings with any state regulatory bodies in connection
with the Foreclosure;



 


		(b)	The Agent, each Consenting Lender and, to the extent a party
hereto, NewCo (i) agrees to take, or cause to be taken, all actions reasonably necessary to facilitate, encourage or otherwise support
the consummation of the Foreclosure and (ii) agrees not to take, or cause to be taken, directly or indirectly, any action inconsistent
with, or would otherwise delay or impede the consummation of the Foreclosure;



 


		(c)	Regulatory Covenants:



 


		(i)	The Consenting Lenders and Newco shall, and shall cause its
Affiliates to make, or enable the Greenrose Entities to make on Newco’s behalf, all required filings and use commercially reasonable
efforts to promptly obtain, or enable the Greenrose Entities to obtain on Newco’s behalf, all consents and approvals of all U.S.
federal, state or local, political subdivision, governmental, regulatory or administrative authority, instrumentality, agency, body or
commission, self-regulatory organization or any court, tribunal, or judicial or arbitral body (each, a “Government Authority”)
and all issuances, re-issuances or transfer of all licenses, permits or authorizations (each a “License”) that are
necessary for the execution and delivery of, and performance of its obligations pursuant to, the Foreclosure Agreement and any agreements
contemplated thereby (including consummation of the Foreclosure) or the operation of the business of the Greenrose Entities following
the closing of the Foreclosure (collectively, the “Government Approvals”).



 


		(ii)	Consenting Lenders and Newco shall, and shall cause its affiliates
to, supply as promptly as practicable any additional information and documentary material that may be requested by the Greenrose Entities
(to the extent reasonable) or a Governmental Authority (including to promptly make available any information and appropriate personnel
in response to any queries made by a Government Authority, which may include, among other things, information regarding the Foreclosure
Agreement, Newco’s (and Consenting Lenders’) capabilities as the potential owner of the business of the Greenrose Entities,
Newco’s organizational and capital structure, the identity, biographical information, and citizenship of any controlling person(s)
thereof, or other matters).



 


		(iii)	To the extent permitted under applicable law, each party
shall promptly notify the other parties of any substantive oral or written communication it or any of its representatives receives from
any Government Authority relating to the Government Approvals, permit the other parties and their respective representatives to review
in advance any substantive communication relating to the matters that are the subject of this Section 8(c) proposed to be made
by such party to any Government Authority and provide the other parties with copies of all substantive correspondence, filings or other
communications between them or any of their representatives, on the one hand, and any Government Authority or members of its staff, on
the other hand, relating to the Government Approvals. For the avoidance of doubt, materials proposed to be submitted in response to any
such Government Authority communication: (i) be redacted to remove references concerning the valuation of the Greenrose Entities’
business; (ii) be redacted as necessary to comply with contractual arrangements or applicable law; and (iii) redacted or provided on
an “outside counsel only” basis as necessary to address reasonable attorney-client or other privilege or confidentiality
concerns. No party shall agree to participate in any substantive meeting or discussion (including by phone) with any Government Authority
in respect of any such filings, investigation or other inquiry unless it consults with the other parties in advance and, to the extent
permitted by such Government Authority, gives such party the opportunity to attend and participate at such meeting or discussion (including
by phone);



 


		(iv)	Consenting Lenders, Agent, and NewCo shall not, and shall
not permit any of their respective affiliates to, take any action (including acquiring or agreeing to acquire by merging or consolidating
with, or by purchasing the assets of or equity in, or by any other manner, any person or portion thereof, or otherwise acquiring or agreeing
to acquire any assets) that would reasonably be expected to have the effect of (i) impairing or impeding the receipt of, or increasing
the risk of not receiving, any required Government Approval prior to the Foreclosure Outside Date or (ii) increasing the risk of any
Government Authority entering an order prohibiting, or impeding the consummation of the Foreclosure prior to the Foreclosure Outside
Date (and shall not, without the consent of the Greenrose Entities, withdraw or refile any filing or restart the waiting period on any
Government Authority’s review, or enter into a timing agreement with a Government Authority).



 






    9


     


    

 


		(d)	From the date of this Agreement until the end of the Marketing
Period, the Consenting Lenders will promptly draft, deliver to the Greenrose Entities, and negotiate in good faith the terms of the Foreclosure
Agreement.



 


		(e)	All definitive documentation in respect of the Foreclosure
and Foreclosure Agreement including all related exhibits, schedules, supplements, appendices, annexes, and attachments thereto that are
utilized to implement or effectuate, or that otherwise relate to, the Foreclosure shall be consistent in all respects with this Agreement
and otherwise reasonably acceptable to the Greenrose Entities, Agent and Consenting Lenders.



 


		(f)	If requested by the Greenrose Entities, NewCo, the Agent,
and Consenting Lenders shall make good faith efforts to support (by non-economic means only, unless otherwise agreed by NewCo, the Agent,
and Consenting Lenders in their sole discretion) the Greenrose Entities’ efforts to gain consensus and support amongst the Greenrose
Entities’ other stakeholders to support the transactions contemplated by this Agreement, including the Foreclosure.



 


		(g)	The Greenrose Entities shall provide on a timely basis any
books, records (including work papers, schedules, memoranda and other documents), agreements, supporting data or other information that
are reasonably requested by the Agent or Consenting Lender in connection with the Agent’s and Consenting Lenders’ diligence
review of the NewCo Liabilities, in each case, to the extent such documents exist and are available to the Greenrose (provided, that
the Greenrose Entities may provide any such information on an “outside counsel only” basis as necessary to address reasonable
attorney-client or other privilege or confidentiality concerns). To the extent that any of the Greenrose Entities breach its obligations
under this Section 8(g) prior to the conclusion of the Limited Diligence Out Period, the Agent or the Consenting Lenders shall
promptly deliver written notice to the Greenrose Entities of such breach (and in any event prior to the expiration of the Limited Diligence
Out Period).



 


		9.	Conduct of Business. Each of the Greenrose Entities agrees that, from the date hereof until the earlier of (i) termination
of this Agreement, (ii) consummation of a Qualifying Alternative Transaction or (iii) consummation of the Foreclosure, unless otherwise
contemplated by this Agreement or agreed to by the Agent and the Consenting Lenders in their sole discretion:



 


		(a)	each of the Greenrose Entities, shall not directly or indirectly
do or permit to occur any of the following (other than as contemplated by this Agreement or with the consent of the Agent): (i) issue,
sell, pledge, dispose of or encumber any additional shares of, or any options, warrants, conversion privileges or rights of any kind
to acquire any shares of, any of its equity interests including, without limitation, capital stock or partnership interests, other than
pursuant to existing convertible debt instruments which are convertible at the election of the noteholder without the consent of such
Greenrose Entities; (ii) amend or propose to amend its respective articles of incorporation, bylaws or comparable organizational documents
in a manner adverse to the Consenting Lenders or that would otherwise prohibit, delay or impede the Foreclosure; (iii) split, combine
or reclassify any outstanding shares of its capital stock or other equity interests, or declare, set aside or pay any dividend or other
distribution payable in cash, stock, property or otherwise with respect to any of its equity interests; (iv) redeem, purchase or acquire
or offer to acquire any of its equity interests including, without limitation, capital stock or partnership interests; (v) acquire or
divest (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, limited liability
company, joint venture or other business organization or division or assets thereof; (vi) incur any indebtedness for borrowed money or
issue any debt securities; (vii) enter into any executive employment agreements (other than ongoing services with SierraConstellation
Partners LLC); (viii) enter into any non-executive employment agreements other than employment agreements consistent with past practice,
including in terms of compensation and duration; (ix) allow or settle material claims or any material pending litigation; (x) terminate
or enter into any material contract outside of the ordinary course of business (including, without limitation, (I) that certain Cultivation
Services Agreement, dated as of May 2, 2019, as amended, by and between Total Health & Wellness, Inc. and True Harvest, LLC,
and (II) that certain Industrial Lease, dated as of July 25, 2017, by and between MSCP, LLC and True Harvest, LLC); provided that
the Agent’s consent shall not to be unreasonably withheld with respect to entry into or amendments to material contracts by or
of the Greenrose Entities; or (xi) enter into or modify any agreement with respect to any of the matters set forth in this Section
9(a);



 






    10


     


    

 


		(b)	each of the Greenrose Entities will use commercially reasonable
efforts to obtain for Theraplant and/or NewCo, as applicable, a license for the cultivation of cannabis for the recreational market in
Connecticut;



 


		(c)	each Greenrose Entity shall use commercially reasonable efforts
to (i) maintain its good standing under the laws of the state in which it is incorporated or organized, (ii) preserve all of its material
licenses, including but not limited to, all licenses necessary to operate cannabis establishments in all jurisdictions that the Greenrose
Entities operate; (iii) notify the Agent and Consenting Lenders of any governmental or third party complaints, litigations, investigations
or hearings (or communications indicating that the same may be contemplated or threatened); (iv) continue to operate its businesses in
accordance with past practice; (v) preserve its material relationships with customers, suppliers, licensors, licensees, distributors
and others having material business dealings with their business, and (vi) keep available the material services of its officers and employees;
and



 


		(d)	no Greenrose Entity shall adopt or enter into any plan of
complete or partial liquidation or dissolution of, or otherwise liquidate, dissolve or wind up, any Greenrose Entity prior to the later
of (a) provided that the Consenting Lenders provide the Greenrose Entities sufficient funding to remain in existence and satisfy such
obligations, payment to the applicable taxing authority of all taxes (i) owed by such Greenrose Entity or (ii) withheld by such Greenrose
Entity on behalf of such taxing authority or (b) the consummation of the transactions contemplated in the Foreclosure Agreement or Qualifying
Alternative Transaction, as applicable.



 


		10.	Tax Treatment. The parties hereto agree that entry into the Forbearance Agreement and Amendment No. 2 shall not be treated
as giving rise to a “significant modification” of the Existing Debt within the meaning of Treasury Regulations section 1.1001-3. 
The parties will report consistent with the foregoing for U.S. federal, state and local income tax purposes.



 


		11.	Assignment of Contracts. The Greenrose Entities will use commercially reasonable efforts to obtain necessary consents to the
assignment to NewCo of any material contracts that are to be assumed by NewCo in connection with the Foreclosure. Following the consummation
of the Foreclosure, to the extent any such consents are not obtained, solely to the extent that NewCo provides the Greenrose Entities
with additional sufficient funding to remain in existence and to comply with the following obligations, the Greenrose Entities, on the
one hand, and Agent, the Consenting Lenders and NewCo, on the other hand, will cooperate in a mutually agreeable arrangement under which
NewCo (or one more of its subsidiaries) would obtain from the Greenrose Entities the benefits from, and assume the obligations under,
the applicable contract(s).



 


		12.	Representations and Warranties.



 


		(a)	Each Consenting Lender represents and warrants, severally
and not jointly, that, as of the date hereof, such Consenting Lender is the legal owner or beneficial owner and holder of investment
and voting authority over, the aggregate amount of the Obligations (as defined in the Credit Agreement) held by it as set forth in the
records maintained by the Agent, and legally or beneficially owns, and has investment and voting authority over, no other obligations
outstanding under the Credit Agreement.



 


		(b)	Each Consenting Lender and to the extent NewCo becomes a party
hereto, NewCo represents and warrants, severally and not jointly, that such Consenting Lender is a sophisticated investor with respect
to the transactions described in this Agreement with sufficient knowledge and experience in financial and business matters and is capable
of evaluating the merits and risks of owning and investing in securities (including any securities that may be issued in connection with
the transactions contemplated by this Agreement), is making an informed decision with respect thereto and has made its own analysis and
decision to enter this Agreement.



 






    11


     


    

 


		(c)	Each Consenting Lender represents and warrants, severally
and not jointly, that the Consenting Lenders constitute all Lenders under the Credit Agreement.



 


		(d)	(x) Each Consenting Lender, and to the extent NewCo becomes
a party hereto, NewCo severally and not jointly, represents and warrants to each of the Greenrose Entities and (y) each of the Greenrose
Entities represents and warrants to each Consenting Lender and to the extent NewCo becomes a party hereto, NewCo, that the following
statements, as applicable, are true, correct and complete as of the date hereof:



 


		(i)	Power and Authority. It has all requisite corporate,
partnership, or limited liability company power and authority to enter into this Agreement and to carry out the transactions contemplated
hereby, and to perform its obligations hereunder.



 


		(ii)	Due Organization. It is duly organized, validly existing
and in good standing under the laws of its state of organization and it has the requisite power and authority to execute and deliver
this Agreement and to perform its obligations hereunder.



 


		(iii)	Authorization. The execution and delivery of this
Agreement and the performance of its obligations hereunder have been duly authorized by all necessary corporate, partnership or limited
liability company action on its part.



 


		(iv)	No Conflicts. The execution, delivery and performance
of this Agreement does not and shall not: (1) violate any provision of law, rule or regulation applicable to it, except to the extent
the failure to comply therewith could not reasonably be expected to have a material adverse effect on its ability to perform its obligations
hereunder; (2) violate its articles or certificate of incorporation, bylaws or other organizational documents; or (3) conflict with,
result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to
which it or any of its subsidiaries is a party.



 


		13.	Acknowledgment. Each of the parties acknowledges and agrees that: (i) this Agreement is being executed in connection with negotiations
concerning the Foreclosure; and (ii) the rights granted in this Agreement are enforceable by each signatory hereto.



 


		14.	Fees and Expenses. The Greenrose Entities shall promptly pay all reasonable and documented, out of pocket, fees and expenses
of (i) Milbank LLP, (ii) The Ledbetter Law Firm, P.L.C., (iii) Pullman & Comley LLC and (iv) with the consent of the Company (not
to be unreasonably withheld) other advisors to the Agent and the Consenting Lenders ; provided that, in each case, subject to the Budget
and sufficient funding having been provided by the Consenting Lenders to pay such fees and expenses; provided further that any fees and
expenses in excess of the amounts included in the Budget for such items are not, and shall not be deemed to be, waived and shall be paid
at the closing of the Foreclosure solely to the extent the Greenrose Entities have sufficient funding (excluding the Wind Down Amount).



 


		15.	Termination.



 


		(a)	This Agreement shall automatically terminate upon the occurrence
of the earlier of the following events:



 


		(i)	the date that is 90 days from the date on which this Agreement
is first presented by the Greenrose Entities to Connecticut Department of Consumer Protection in connection with the Connecticut regulatory
approval and cannabis licensing process or such other date as mutually agreed in writing by the Parties hereto if consummation of the
Foreclosure has not yet occurred (such date, the “Foreclosure Outside Date”); provided that this Agreement must be
presented to the Connecticut Department of Consumer Protection no later than five (5) business days from entry into the Foreclosure Agreement;



 


		(ii)	the consummation of the Foreclosure;



 


		(iii)	the consummation of a Qualifying Alternative Transaction
and payment in full in cash of the Hurdle Amount;



 


		(iv)	any material breach of this Agreement by any Greenrose Entity
which is not cured within 10 days of written notice thereof by a Consenting Lender;



 






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		(v)	any material breach of this Agreement by the Agent or any
Consenting Lender which is not cured within 10 days of written notice thereof by any Greenrose Entity;



 


		(vi)	the Forbearance Agreement is validly terminated or is otherwise
no longer in full force and effect and is not extended, renewed, or amended and restated within 10 days of written notice of such termination
or expiry by the Agent to the Greenrose Entities (or the Greenrose Entities to the Agent).



 


		(b)	For a period of twenty-five (25) days after entry into this
Agreement by the parties, the Agent and Consenting Lenders may terminate this Agreement on five (5) days’ written notice to the
Greenrose Entities (such twenty-five day period, the “Limited Diligence Out Period”) to the extent that (i) the Greenrose
Entities breach their obligations set forth in Section 8(g) in a manner that prejudiced the Agent’s and the Consenting Lenders’
due diligence review of the NewCo Liabilities, which breach is not cured upon the earlier of (A) five (5) days following date of notice
of such breach and (B) expiration of the Limited Diligence Out Period, or (ii) the Agent or Consenting Lenders discover material NewCo
Liabilities that were not previously disclosed in writing by the Greenrose Entities or their representatives prior to the date hereof
(the “Undisclosed Liabilities”) to the Agent or Consenting Lenders (the “Limited Diligence Out”);
provided that upon receipt of a notice of termination from the Agent or Consenting Lenders on account of clause (ii) of the Limited Diligence
Out (which notice shall specify in reasonable detail such Undisclosed Liabilities), the Greenrose Entities may elect in writing to proceed
with pursuit of the Foreclosure (the “Greenrose Election”), and the Agent and/or Consenting Lenders’ termination
shall be deemed null and void, solely to the extent that, to the reasonable satisfaction of the Agent and the Consenting Lenders, NewCo
will not assume and will not directly or indirectly suffer or incur any liability, loss, damage or cost arising from or in connection
with such specified Undisclosed Liabilities.



 


		(c)	Upon a termination of this Agreement in accordance with this
Section 16, no party hereto shall have any continuing liability or obligation to any other party hereunder and the provisions
of this Agreement shall have no further force or effect, except for the provisions in Sections 13 and 16-25, each of which
shall survive termination of this Agreement; and in the case of a termination under Section 15(a)(ii), the provisions in Section
5 shall survive; provided that no such termination shall relieve any party from liability for its breach or non-performance
of its obligations hereunder prior to the date of such termination.



 


		16.	No Third-Party Beneficiaries. This Agreement shall be solely for the benefit of the parties hereto and no other person or entity
shall be a third-party beneficiary hereof.



 


		17.	Amendments. Other than as expressly provided in this Agreement, this Agreement (and any annexes, schedules, or exhibits hereto)
may only be amended in writing by the Greenrose Entities, the Agent, and the Consenting Lenders.



 


		18.	Restrictions on Transfer.



 


		(a)	Except as set forth in Section 18(b), each Consenting
Lender hereby agrees that, for so long as this Agreement shall remain in effect, it shall not sell, transfer, assign, pledge, hypothecate
or grant any participations or sub-participations in (each, a “Transfer”) all or any of the Obligations or Commitments
(as defined under the Credit Agreement) without the prior written consent of the Company.



 


		(b)	Notwithstanding the foregoing, any Consenting Lender may Transfer
any or all of its Obligations (as defined under the Credit Agreement), provided that, as a condition precedent, (i) such Consenting Lender
reaffirms its Commitments (as defined in the Credit Agreement) or Transfers its Commitments (as defined in the Credit Agreement) to the
transferee, (ii) in the case of a Transfer of Commitments, the applicable transferee is a credit worthy entity, (iii) the transferee
thereof agrees in writing to be bound by the terms of this Agreement and the Credit Agreement by executing a joinder to this Agreement
and the Credit Agreement, (iv) without duplication of the previous clause (i), such Transfer is made in accordance with Section 14.1
of the Credit Agreement, and (v) upon any such transfer, all provisions requiring the consent of the Consenting Lenders shall mean the
consent of Consenting Lenders holding a majority of the Obligations outstanding as of the time such consent request is made. Upon execution
of such joinder, such joining party shall become a “Consenting Lender” for all purposes hereunder.



 






    13


     


    

 


		(c)	This provision shall in no way prohibit the assignment of
any or all of the Obligations (as defined under the Credit Agreement) to NewCo or any subsidiary of NewCo so long as NewCo and any applicable
subsidiary executes a joinder to this Agreement and the Credit Agreement in accordance with Section 18(b) and such assignment
otherwise complies with the requirements set forth in Section 14.1(a) of the Credit Agreement.



 


		(d)	Any Transfer of any interest that does not comply with the
foregoing shall be deemed void ab initio.



 


		19.	Entire Agreement. As of the date this Agreement becomes effective, this Agreement, constitutes the entire agreement between
the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written
and oral, between the parties with respect to the subject matter hereof.



 


		20.	Governing Law. This Agreement and the rights and obligations of the parties under this Agreement shall be governed by, and
construed and interpreted in accordance with, the laws of the State of New York without the application of any choice of law provisions
would require the application of the laws of another jurisdiction. The Greenrose Entities hereby irrevocably and unconditionally: (a)
submits for itself and its property in any legal action or proceeding relating to this Agreement to which it is a party, or for recognition
and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the courts sitting in the Borough of Manhattan in
the State of New York, the courts of the United States for the Southern District of New York, and appellate courts from any thereof; provided,
that nothing contained herein will prevent any Consenting Lender from bringing any action to enforce any award or judgment in any other
forum in which jurisdiction can be established; (b) consents that any such action or proceeding may be brought in such courts and waives
any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c) agrees that service of process in any such
action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail),
postage prepaid, to the Greenrose Entities, as the case may be at its address set forth in Section 25; (d) agrees that nothing
herein shall affect the right to effect service of process in any other manner permitted by law; and (e) waives, to the maximum extent
not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 20
any indirect, special, exemplary, punitive or consequential damages.



 


		21.	Specific Performance. It is understood and agreed by each party hereto that money damages would be an insufficient remedy for
any breach of this Agreement by any party and each non-breaching party shall be entitled to specific performance and injunctive or other
equitable relief as a remedy of any such breach.



 


		22.	Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts
and by facsimile, with the same effect as if all parties had signed the same document. All such counterparts shall be deemed an original,
shall be construed together and shall constitute one and the same instrument.



 


		23.	Severability. Any term or provision of this Agreement, which is invalid or unenforceable in any jurisdiction, shall, as to
that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the
remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this
Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted
to be only as broad as is enforceable.



 


		24.	Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not affect the interpretation
hereof.



 






    14


     


    

 


		25.	Notice. Any notices or other communications required or permitted under, or otherwise in connection with, this Agreement shall
be in writing and shall be deemed to have been duly given when delivered in person or upon confirmation of receipt when transmitted by
facsimile transmission or on receipt after dispatch by registered or certified mail, postage prepaid, or on the next business day if transmitted
by national overnight courier, addressed in each case as follows:



 


		(a)	If to the Greenrose Entities:



 


The Greenrose Holding Company Inc.


111 Broadway


Amityville, NY 11701


Attn: William St. Lawrence


Email: bill@greenrosecorp.com


 


With a copy to:


 


Weil, Gotshal & Manges LLP


767 Fifth Avenue


New York, NY 10153


Attn: Mariel E. Cruz; David J. Cohen


Email: Mariel.Cruz@weil.com; DavidJ.Cohen@weil.com


 


Feuerstein Kulick
LLP


240 Lexington Ave, Ste. 2024


New York, NY 10170


Attn: Samantha Gleit


Email: Samantha@dfmklaw.com


 


		(b)	If to the Agent or NewCo:



 


Milbank LLP


55 Hudson Yards

New York, New York 10001

Attn: Abhilash M. Raval, Michael W. Price, and Brian Kinney

Fax: 212-530-5219

Email: araval@milbank.com; mprice@milbank.com; bkinney@milbank.com


 


		(c)	If to a Consenting Lender, to the address for such Consenting
Lender provided on the signature pages hereof.



 




    15


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed as of the date first above written.


 


	 	THE GREENROSE HOLDING COMPANY, INC.
	 	 	 
	 	By:	/s/ Timothy Bossidy
	 	Name: 	Timothy Bossidy
	 	Title:	Interim Chief Executive Officer
	 	 	 
	 	THERAPLANT, LLC
	 	 	                
	 	By:	/s/ Timothy Bossidy
	 	Name:	Timothy Bossidy
	 	Title:	Designated Officer
	 	 	 
	 	TRUE HARVEST HOLDINGS, INC.
	 	 	 
	 	By:	/s/ Timothy Bossidy
	 	Name:	Timothy Bossidy
	 	Title:	Chief Executive Officer



 


[Signature Page to Transaction Support Agreement]


 






     


     


    

 


	 	DXR Finance, LLC, as Agent
	 	 	   
	 	By:	/s/ Jesse Dorigo
	 	Name: 	Jesse Dorigo
	 	Title:	Authorized Signatory



 


[Signature Page to Transaction Support Agreement]


 




     


     


    

 





	DXR-GL Holdings I, LLC, as a Consenting Lender	 
	 	 	 
	By:	/s/ Jesse Dorigo	 
	 	Name: 	Jesse Dorigo	 
	 	Title:  	Authorized Signatory	 


 


Milbank LLP


55 Hudson Yards

New York, New York 10001

Attn: Abhilash M. Raval, Michael W. Price, and Brian Kinney

Fax: 212-530-5219

Email: araval@milbank.com; mprice@milbank.com; bkinney@milbank.com


 


[Signature Page to Transaction Support Agreement]


 




     


     


    

 


	DXR-GL Holdings II, LLC, as a Consenting Lender	 
	 	 	 	 
	By:	/s/ Jesse Dorigo	 
	 	Name: 	Jesse Dorigo	 
	 	Title:  	Authorized Signatory	 



 


Milbank LLP


55 Hudson Yards

New York, New York 10001

Attn: Abhilash M. Raval, Michael W. Price, and Brian Kinney

Fax: 212-530-5219

Email: araval@milbank.com; mprice@milbank.com; bkinney@milbank.com


 


[Signature Page to Transaction Support Agreement]


 




     


     


    

 


	DXR-GL Holdings III, LLC, as a Consenting Lender	 
	 	 	 
	By:	/s/ Jesse Dorigo	 
	 	Name: 	Jesse Dorigo	 
	 	Title:  	Authorized Signatory	 



 


Milbank LLP


55 Hudson Yards

New York, New York 10001

Attn: Abhilash M. Raval, Michael W. Price, and Brian Kinney

Fax: 212-530-5219

Email: araval@milbank.com; mprice@milbank.com; bkinney@milbank.com


 


[Signature Page to Transaction Support Agreement]