EX-10.20




 Exhibit 10.20 

Certain identified information has been omitted from this exhibit because 

it is not material and of the type that the registrant treats as private or 

confidential. [***] indicates that information has been omitted. 

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE
SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 6.3 AND 6.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION. 
 WARRANT TO PURCHASE
STOCK 
 This WARRANT TO PURCHASE STOCK (as amended and in effect from time to time, this “Warrant”) is issued as of
the issue date set forth on Schedule I hereto (the “Issue Date”) by the company set forth on Schedule I hereto (the “Company”) to SILICON VALLEY BANK in connection with that certain Loan and Security
Agreement of even date herewith among Silicon Valley Bank, the Company and Greenlight Pandemic, Inc. (as amended and/or modified and in effect from time to time, the “Loan Agreement”), and shall be transferred to SVB FINANCIAL GROUP
pursuant to Section 6.4 below. The parties agree as follows: 
 SCHEDULE I. WARRANT PROVISIONS. 

 

			
	 Warrant Section
	  	 Warrant Provision

	 Recitals – “Issue Date”
	  	September 22, 2021
	 Recitals – “Company”
	  	Greenlight Biosciences Inc., a Delaware corporation
	 1.1 – “Class”
	  	Common Stock, $0.001 par value per share
	 1.1 – “Exercise Price”
	  	$1.74 per Share
	 1.2 – “Shares”
	  	(x)(i) 0.006, multiplied by (ii) the amount of each Term Loan Advance (as defined in the Loan Agreement) made to the Company, divided by (y) the Exercise Price in effect as of the date of such Term Loan
Advance
	 1.2 – Conditions for exercisability of Shares
	  	The making of each Term Loan Advance to the Company.
	 6.1(a) – “Expiration Date”
	  	September 21, 2031

 SECTION 1. RIGHT TO PURCHASE SHARES. 

1.1 Grant of Right. For good and valuable consideration, the Company hereby grants to SILICON VALLEY BANK (together with any successor
or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, “Holder”) the right, and Holder is entitled, to purchase from the Company up to the number of fully paid and non-assessable shares (as determined pursuant to Section 1.2 below) of the class set forth on Schedule I hereto (the “Class”), at a purchase price per Share set forth on Schedule
I hereto (the “Exercise Price”), subject to the provisions and upon the terms and conditions set forth in this Warrant. 

1.2 Number of Shares. This Warrant shall become exercisable for the number of shares of the Class set forth on Schedule I
hereto (cumulatively and collectively, and as may be adjusted from time to time in accordance with the provisions of this Warrant, the “Shares”) upon the occurrence of the events set forth on Schedule I hereto. 











 SECTION 2. EXERCISE. 

2.1 Method of Exercise. Holder may exercise this Warrant in whole or in part at any time and from time to time prior to the expiration
or earlier termination of this Warrant, by delivering to the Company the original of this Warrant together with a duly executed Notice of Exercise in substantially the form attached hereto as Appendix 1 and, unless Holder is exercising this
Warrant pursuant to a cashless exercise set forth in Section 2.2 below, a check, wire transfer of same-day funds (to an account designated by the Company), or other form of payment acceptable to the
Company for the aggregate Exercise Price for the Shares being purchased. Notwithstanding any contrary provision herein, to the extent that the original of this Warrant is an electronic original, in no event shall an original ink-signed paper copy of this Warrant be required for any exercise of a Holder’s rights hereunder, nor shall this Warrant or any physical copy hereof be required to be physically surrendered at the time of any
exercise hereof. 
 2.2 Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Exercise Price in the
manner specified in Section 2.1 above, Holder may elect to surrender to the Company Shares having an aggregate value equal to the aggregate Exercise Price. If Holder makes such election, the Company shall issue to Holder such number of fully
paid and non-assessable Shares determined by the following formula: 
 X =        Y(A-B)/A 
 where: 

 

					
		 	X =	  	 the number of Shares to be issued to Holder;
  

		 	Y =	  	 the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of
the aggregate Exercise Price);
  

		 	A =	  	 the fair market value (as determined pursuant to Section 2.3 below) of one Share; and

 

		 	B =	  	 the Exercise Price.
  


 2.3 Fair Market Value. If shares of the Class are then traded or quoted on a nationally recognized
securities exchange, inter-dealer quotation system or over-the-counter market (a “Trading Market”), the fair market value of a Share shall be the
closing price or last sale price of a share of the Class reported for the Business Day immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company. If shares of the Class are not
then traded in a Trading Market, the Board of Directors of the Company shall determine the fair market value of a Share in its reasonable good faith judgment. 

2.4 Delivery of Certificate and New Warrant. Within a reasonable time after Holder exercises this Warrant in the manner set forth in
Sections 2.1 or 2.2 above, the Company shall deliver to Holder a certificate (or, in the case of uncertificated securities, provide notice of book entry) representing the Shares issued to Holder upon such exercise and, if this Warrant has not been
fully exercised and has not expired, a new warrant of like tenor representing the Shares not so acquired (or surrendered in payment of the aggregate Exercise Price). 

2.5 Replacement of Warrant. 

(a) Paper Original Warrant. To the extent that the original of this Warrant is a paper original, on receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form, substance and amount to the Company or,
in the case of mutilation, on surrender of this Warrant to the Company for cancellation, the Company shall, within a reasonable time, execute and deliver to Holder, in lieu of this Warrant, a new warrant of like tenor and amount. 

(b) Electronic Original Warrant. To the extent that the original of this Warrant is an electronic original, if at any time this Warrant
is rejected by any person (including, but not limited to, paying or escrow agents) or any such person fails to comply with the terms of this Warrant based on this Warrant being presented to such person as an electronic record or a printout hereof,
or any signature hereto being in electronic form, the Company shall, promptly upon Holder’s request and without indemnity, execute and deliver to Holder, in lieu of electronic original versions of this Warrant, a new warrant of like tenor and
amount in paper form with original ink signatures. 

  
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 2.6 Treatment of Warrant Upon Acquisition of Company. 

(a) Acquisition. “Acquisition” means any transaction or series of related transactions involving: (i) the sale, lease,
exclusive license, or other disposition of all or substantially all of the assets of the Company; (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively
to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the
Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization; or (iii) any sale or other transfer by the stockholders of the Company of shares representing
at least a majority of the Company’s then-total outstanding combined voting power. For the avoidance of doubt, “Acquisition” shall not include any sale and issuance by the Company of shares of its capital stock or of securities or
instruments exercisable for or convertible into, or otherwise representing the right to acquire, shares of its capital stock to one or more investors for cash in a transaction or series of related transactions the primary purpose of which is a bona
fide equity financing of the Company. 
 (b) Treatment of Warrant in Cash/Public Acquisition. In the event of an Acquisition in which
the consideration to be received by the holders of the outstanding shares of the Class (in their capacity as such) consists solely of cash, solely of Marketable Securities (as hereinafter defined) or a combination of cash and Marketable Securities
(a “Cash/Public Acquisition”), and the fair market value of one Share as determined in accordance with Section 2.3 above would be greater than the Exercise Price in effect as of immediately prior to the closing of such
Cash/Public Acquisition, and Holder has not previously exercised this Warrant in full, then, in lieu of Holder’s exercise of the unexercised portion of this Warrant, this Warrant shall, as of immediately prior to such closing (but subject to
the occurrence thereof) automatically cease to represent the right to purchase Shares and shall, from and after such closing, represent solely the right to receive the aggregate consideration that would have been payable in such Acquisition on and
in respect of all Shares for which this Warrant was exercisable as of immediately prior to the closing thereof, net of the aggregate Exercise Price therefor, as if such Shares had been issued and outstanding to Holder as of immediately prior to such
closing, as and when such consideration is paid to the holders of the outstanding shares of the Class. In the event of a Cash/Public Acquisition in which the fair market value of one Share as determined in accordance with Section 2.3 above
would be equal to or less than the Exercise Price in effect as of immediately prior to the closing of such Cash/Public Acquisition, then this Warrant will automatically and without further action of any party terminate as of immediately prior to
such closing. 
 (c) Treatment of Warrant in non-Cash/Public Acquisition. Upon the closing of
any Acquisition other than a Cash/Public Acquisition, the acquiring, surviving or successor entity shall assume this Warrant and the Company’s obligations hereunder, and this Warrant shall thereafter be exercisable for the same securities
and/or other property as would have been paid for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on and as of the closing of such Acquisition, at an aggregate Exercise Price equal to
the aggregate Exercise Price in effect as of immediately prior to such closing (in which case the term “Class” shall thereafter be deemed to refer to such securities and, unless the context otherwise requires, the term
“Company” shall thereafter be deemed to include the issuer of such Class of securities), all subject to further adjustment from time to time thereafter in accordance with the provisions of this Warrant. Holder acknowledges that
the Company is a party to the Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”) dated as of August 9, 2021 by and among the
Company, Environmental Impact Acquisition Corp., a Delaware corporation (“ENVI”), and Honey Bee Merger Sub, Inc., a Delaware corporation (“Merger Sub”), pursuant to which, upon the terms and conditions set forth
therein, (i) Merger Sub shall be merged (the “Merger”) with and into the Company and the Company shall become a wholly owned subsidiary of ENVI and (ii) holders of shares of the Class shall receive shares of
Class A common stock, par value $0.0001 per share, of ENVI (“ENVI Common Stock”) in exchange for their shares of the Class at the exchange ratio specified therein. The Company and the Holder acknowledge and agree that
(x) the Merger will constitute an Acquisition but not a Cash/Public Acquisition by virtue of, among other things, the provisions of Rule 144(i) promulgated under the Act and (y) notwithstanding the filing and effectiveness of a
registration statement on Form S-4 pursuant to the terms of the Business Combination Agreement, if the Merger is consummated, any shares of ENVI Common Stock or other securities of ENVI that may be issuable in
connection with this Warrant (regardless of whether 

  
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issued (1) pursuant to the terms of the Merger in exchange for any shares of the Class that may be issued upon exercise of this Warrant before the consummation of the Merger,
(2) upon exercise of this Warrant after the consummation of the Merger or (3) otherwise) shall constitute “restricted securities” within the meaning of Rule 144(a)(3) promulgated under the Act. 

(d) Marketable Securities. “Marketable Securities” means securities meeting all of the following requirements (determined as
of immediately prior to the closing of the Acquisition): (i) the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and is then current in its filing of all required reports and other information under the Act and the Exchange Act; (ii) the class and series of shares or other security of the issuer that would be received by Holder in
connection with the Acquisition were Holder to exercise this Warrant on or prior to the closing thereof is then traded in a Trading Market, and (iii) following the closing of such Acquisition, Holder would not be restricted from publicly re-selling all of the issuer’s shares and/or other securities that would be received by Holder in such Acquisition were Holder to exercise this Warrant in full on or prior to the closing of such Acquisition,
except to the extent that any such restriction (x) arises solely under federal or state securities laws, rules or regulations, and (y) does not extend beyond six (6) months from the closing of such Acquisition. Notwithstanding the
foregoing provisions of this Section 2.6(d), securities held in escrow or subject to holdback to cover indemnification-related claims shall be deemed to be Marketable Securities if they would otherwise be Marketable Securities but for the fact
that they are held in escrow or subject to holdback to cover indemnification-related claims. 
 SECTION 3. CERTAIN ADJUSTMENTS TO THE
SHARES, CLASS AND EXERCISE PRICE. 
 3.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend or distribution
on the outstanding shares of the Class payable in additional shares of the Class (including fractional shares) or other securities or property (other than cash), then upon exercise of this Warrant, for each Share acquired, Holder shall receive,
without additional cost to Holder, the total number and kind of securities and property which Holder would have received had Holder owned the Shares of record as of the date the dividend or distribution occurred. If the Company subdivides the
outstanding shares of the Class by reclassification or otherwise into a greater number of shares, the number of Shares purchasable hereunder shall be proportionately increased, even if such number would include fractional shares, and the
Exercise Price shall be proportionately decreased. If the outstanding shares of the Class are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Exercise Price shall be proportionately increased and
the number of Shares shall be proportionately decreased, even if such number would include fractional shares. 
 3.2 Reclassification,
Exchange, Combination or Substitution. Upon any event whereby all of the outstanding shares of the Class are reclassified, exchanged, combined, substituted, or replaced for, into, with or by Company securities of a different class and/or
series, then from and after the consummation of such event, “Class” shall mean such securities and this Warrant will be exercisable for the number of such securities that Holder would have received had the Shares been outstanding on and as
of the consummation of such event, at an aggregate Exercise Price equal to the aggregate Exercise Price in effect as of immediately prior to such event, all subject to further adjustment thereafter from time to time in accordance with the provisions
of this Warrant. The provisions of this Section 3.2 shall similarly apply to successive reclassifications, exchanges, combinations, substitutions, replacements or other similar events. 

3.3 Adjustment to Exercise Price on Cash Dividend. In the event that the Company at any time or from time to time prior to the exercise
in full of this Warrant pays any cash dividend on the outstanding shares of the Class or makes any cash distribution on or in respect of all outstanding shares of the Class (other than a distribution of cash proceeds received by the Company in
connection with an Acquisition described in Section 2.6(a)(i) above), then on and as of the date of each such dividend payment and/or distribution, the Exercise Price shall be reduced by an amount equal to the amount paid or distributed upon or
in respect of each outstanding share of the Class; provided that in no event shall the Exercise Price be reduced below the then-par value, if any, of a share of the Class. 

3.4 No Fractional Share. No fractional Share shall be issued upon exercise of this Warrant, and the number of Shares to be issued shall
be rounded down to the nearest whole Share. If a fractional Share interest arises upon any exercise of this Warrant, the Company shall eliminate such fractional Share interest by paying Holder in cash an amount equal to (a) such fractional
interest, multiplied by (b)(i) the fair market value (as determined in accordance with Section 2.3 above) of a full Share, less (ii) the then-effective Exercise Price (the “Fractional Share 


  
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Value”), unless Holder otherwise elects, in its sole discretion, to waive such payment. Notwithstanding any contrary provision herein, if this Warrant becomes exercisable for a
fractional Share interest at any time or from time to time prior to the exercise in full of this Warrant, and the Company eliminates such fractional Share interest prior to any exercise of this Warrant, then the then-effective Exercise Price shall
be reduced by an amount equal to the Fractional Share Value, unless Holder otherwise elects, in its sole discretion, to waive such reduction. 

3.5 Certificate as to Adjustments. Within a reasonable time following each adjustment of the Exercise Price, Class and/or number
of Shares pursuant to the terms of this Warrant, the Company, at its expense, shall deliver a certificate of its Chief Financial Officer or other authorized officer to Holder setting forth the adjustments to the Exercise Price, Class and/or
number of Shares and the facts upon which such adjustments are based. The Company shall, at any time and from time to time within a reasonable time following Holder’s written request and at the Company’s expense, furnish Holder with a
certificate of its Chief Financial Officer or other authorized officer setting forth the then-current Exercise Price, Class and number of Shares and the computations or other determinations thereof. 

SECTION 4. REPRESENTATIONS AND COVENANTS OF THE COMPANY. 

4.1 Representations and Warranties. The Company represents and warrants to, and agrees with, Holder as follows: 

(a) The initial Exercise Price first set forth above is not greater than the fair market value of a share of the Class as determined by
the most recently completed third-party valuation, approved or accepted by the Company’s Board of Directors, of a share of the Class obtained for purposes of the Company’s compliance with Section 409A of the Internal Revenue Code
of 1986, as amended (or the corresponding section of any successor statute) (a “409A Valuation”). 
 (b) [Reserved]. 

(c) All Shares which may be issued upon the exercise of this Warrant, shall, upon issuance, be duly authorized, validly issued, fully paid and
non-assessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under the Company’s Certificate of Incorporation or Bylaws, each as amended and in effect
from time to time (the “Charter Documents”), any Stockholder Agreement (to the extent Holder is then a party thereto or otherwise subject thereto in accordance with the provisions of Section 5.4 below) or applicable federal and
state securities laws. The Company covenants that it shall at all times cause to be reserved and kept available out of its authorized and unissued capital stock such number of shares of the Class and other securities as will be sufficient to
permit the exercise in full of this Warrant. 
 (d) The Company’s capitalization table attached hereto as Appendix 2 is true and
complete, in all material respects, as of the Issue Date. 
 4.2 Notice of Certain Events. If the Company proposes at any time to:

 (a) declare any dividend or distribution upon the outstanding shares of the Class, whether in cash, stock or other securities or property
and whether or not a regular cash dividend; 
 (b) offer for subscription or sale pro rata to all holders of the outstanding shares of the
Class any additional securities of the Company (other than pursuant to contractual pre-emptive or first refusal rights); 

(c) effect any redemption, reclassification, exchange, combination, substitution, reorganization or recapitalization of the outstanding shares
of the Class; 
 (d) effect an Acquisition, or to liquidate, dissolve or wind up the Company; or 

(e) effect its initial, underwritten offering and sale of its securities to the public pursuant to an effective registration statement under
the Act (the “IPO”); 
 then, in connection with each such event, the Company shall give Holder (pursuant to Section 6.5 below): 

  
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	 	(1)	 in the case of the matters referred to in (a) and (b) above, at least seven (7) Business Days prior
written notice of the earlier to occur of the effective date thereof or the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of outstanding shares of the
Class will be entitled thereto) or for determining rights to vote, if any; 


  

	 	(2)	 in the case of the matters referred to in (c) and (d) above, at least seven (7) Business Days prior
written notice of the date when the same will take place (and specifying the date on which the holders of outstanding shares of the Class will be entitled to exchange their shares for the securities or other property deliverable upon the
occurrence of such event and such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such event giving rise to the notice); and 



 

	 	(3)	 with respect to the IPO, at least seven (7) Business Days prior written notice of the date on which the
Company proposes to make the first public filing of its registration statement in connection therewith. 


 4.3 Certain
Company Information. The Company will provide such information requested by Holder from time to time, within a reasonable time following each such request, that is reasonably necessary to enable Holder to comply with Holder’s accounting or
reporting requirements. Prior to the IPO, such information may include, but shall not be limited to, the Company’s then-current summary capitalization table, the price per share for which the Company most recently prior thereto sold or issued
shares of its convertible preferred stock to investors for cash in a bona fide equity financing of the Company, and the Company’s most recent 409A Valuation. 

SECTION 5. REPRESENTATIONS AND COVENANTS OF HOLDER. 

Holder represents and warrants to, and agrees with, the Company as follows: 

5.1 Investment Representations. 

(a) Purchase for Own Account. Except for the one-time transfer of this Warrant from Silicon
Valley Bank to its parent SVB Financial Group described in Section 6.4 below, this Warrant and the Shares to be acquired upon exercise hereof are being acquired for investment for Holder’s account, not as a nominee or agent, and not with a
view to the public resale or distribution within the meaning of the Act. Holder also represents that it has not been formed for the specific purpose of acquiring this Warrant or the Shares. 

(b) Disclosure of Information. Holder is aware of the Company’s business affairs and financial condition and has received or has
had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant and its underlying securities. Holder further has had an opportunity to ask
questions of and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such information or could
acquire it without unreasonable effort or expense) necessary to verify any information furnished to Holder or to which Holder has access. 

(c) Investment Experience. Holder understands that the purchase of this Warrant and its underlying securities involves substantial
risk. Holder has experience as an investor in securities of companies in the development stage and acknowledges that Holder can bear the economic risk of such Holder’s investment in this Warrant and its underlying securities for an indefinite
period of time, and has such knowledge and experience in financial or business matters that Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying securities and/or has a preexisting personal or
business relationship with the Company and certain of its officers, directors or controlling persons of a nature and duration that enables Holder to be aware of the character, business acumen and financial circumstances of such persons. 

(d) Accredited Investor Status. Holder is an “accredited investor” within the meaning of Regulation D promulgated under the
Act. 

  
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 (e) The Act. Holder understands that this Warrant and the Shares issuable upon
exercise hereof have not been registered under the Act or registered or qualified under the securities laws of any state, and are issued in reliance upon specific exemptions therefrom, which exemptions depend upon, among other things, the bona fide
nature of the Holder’s investment intent as expressed herein. Holder understands that the Company is under no obligation to so register or qualify this Warrant, the Shares or such other securities. Holder understands that this Warrant and the
Shares issued upon any exercise hereof are “restricted securities” under applicable federal and state securities laws and must be held indefinitely unless subsequently registered under the Act and registered or qualified under applicable
state securities laws, or unless exemptions from such registration and qualification are otherwise available. Holder is aware of the provisions of Rule 144 promulgated under the Act. 

5.2 No Stockholder Rights. Without limiting any provision of this Warrant, Holder agrees that as a Holder of this Warrant it will not
have any rights (including, but not limited to, voting rights) as a stockholder of the Company with respect to the Shares issuable hereunder unless and until the exercise of this Warrant and then only with respect to the Shares issued on such
exercise. 
 5.3 Market Stand-off Agreement. The Holder agrees that the Shares shall be
subject to the Market Standoff provisions in Section 2.11 of the Company’s Investors’ Rights Agreement dated August 31, 2017, as amended and in effect from time to time. 

5.4 Stockholder Agreements. Following any exercise of this Warrant and solely with respect to the Shares issued thereupon, if the
Company so requests in writing, Holder shall become a party to the Company’s then-effective right of first refusal and co-sale agreement, voting agreement and/or each other agreement entered into among
the Company and holders of the outstanding shares of the Class, each as may be amended and in effect from time to time (collectively, the “Stockholder Agreements”), by execution and delivery to the Company of a counterpart signature
page, joinder agreement, instrument of accession or similar instrument, provided that such Stockholder Agreement is by its terms in force and effect at the time of such exercise. If the foregoing condition is met, then effective upon such exercise,
Holder shall automatically become bound by, and the Shares issued upon such exercise shall automatically become subject to, such Stockholder Agreement. 

5.5 Confidential Information. Holder agrees to treat and hold all information provided by the Company pursuant to this Warrant in
confidence in accordance with the provisions of Section 11.8 of the Loan Agreement (regardless of whether the Loan Agreement shall then be in effect). 

SECTION 6. MISCELLANEOUS. 

6.1 Term; Automatic Cashless Exercise Upon Expiration. 

(a) Term. Subject to the provisions of Section 2.6 above, this Warrant is exercisable in whole or in part at any time and from
time to time on or before 6:00 PM, Pacific time, on the expiration date set forth on Schedule I hereto (the “Expiration Date”) and shall be void thereafter; provided that if the Company does not deliver to Holder written
confirmation of the fair market value of a Share pursuant to Section 6.1(b) below, then the Expiration Date shall automatically be extended until the earlier to occur of (i) such date as the Company delivers such written confirmation and
(ii) one (1) year after the Expiration Date. 
 (b) Automatic Cashless Exercise upon Expiration. In the event that, upon the
Expiration Date, the fair market value of one Share as determined in accordance with Section 2.3 above is greater than the Exercise Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be
exercised pursuant to Section 2.2 above as to all Shares for which it shall not previously have been exercised, and the Company shall, within a reasonable time following Holder’s written request, deliver a certificate (or, in the case of
uncertificated securities, provide notice of book entry) representing the Shares issued to Holder upon such exercise. If shares of the Class are not then traded in a Trading Market, the Company shall deliver to Holder, prior to the Expiration
Date, written confirmation of the fair market value of a Share (as determined pursuant to Section 2.3 above) to be used in determining whether this Warrant shall automatically exercise on the Expiration Date pursuant to this
Section 6.1(b). 

  
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 6.2 Legends. Each certificate or notice of book entry evidencing Shares shall be
imprinted with a legend in substantially the following form (together with such additional legends as may be required by the Charter Documents or under any Stockholder Agreement (to the extent Holder is then a party thereto or otherwise subject
thereto in accordance with the provisions of Section 5.4 above)): 
 THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE ISSUER TO SILICON VALLEY BANK DATED SEPTEMBER __, 2021,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT
FROM SUCH REGISTRATION. 
 And, if then applicable, a legend in substantially the following form: 

THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE ISSUER TO
SILICON VALLEY BANK DATED SEPTEMBER __, 2021, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SECURITIES. 

6.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares issued upon exercise hereof may not be transferred or
assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably
satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to SVB Financial Group (Silicon Valley Bank’s parent company) or any other affiliate
of Holder; provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act. 

6.4 Transfer Procedure. After receipt by Silicon Valley Bank of the executed Warrant, Silicon Valley Bank will transfer, for value
received, all of its rights, title and interest in and to this Warrant to its parent company, SVB Financial Group, without any separate assignment agreement. By its acceptance of this Warrant, SVB Financial Group, on and as of the date of such
assignment, hereby makes to the Company each of the representations and warranties set forth in Section 5.1 hereof and agrees to be bound by all of the terms and conditions of this Warrant as if it were the original Holder hereof. Subject to
the provisions of Section 6.3 and upon providing the Company with written notice, SVB Financial Group and any subsequent Holder may transfer all or part of this Warrant or the Shares issued upon exercise of this Warrant to any transferee;
provided that in connection with any such transfer, SVB Financial Group or any subsequent Holder will give the Company notice of the portion of the Warrant and/or Shares being transferred with the name, address and taxpayer identification number of
the transferee, and Holder will surrender this Warrant, or the certificates or other evidence of such Shares or other securities, to the Company for reissuance to the transferee(s) (and to Holder if applicable); and provided further, that any
subsequent transferee other than SVB Financial Group shall make substantially the representations set forth in Section 5.1 above and shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant; and
provided further, that the transfer of any Shares issued on exercise hereof shall be subject to the provisions of the Stockholder Agreements to the extent Holder is then a party thereto or otherwise subject thereto in accordance with the provisions
of Section 5.4 above. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any
exercise hereof to any person or entity who directly competes with the Company (as determined by the Company’s Board of Directors in its reasonable good faith judgment), except in connection with an Acquisition of the Company by such a direct
competitor. 

  
 8 












 6.5 Notices. All notices and other communications hereunder from the Company to the
Holder, or vice versa, shall be deemed delivered and effective (i) when given personally, (ii) on the third (3rd) Business Day after being mailed by first-class registered or certified mail, postage prepaid, (iii) upon actual receipt
if given by electronic mail and such receipt is confirmed in writing by the recipient, or (iv) on the first Business Day following delivery to a reliable overnight courier service, courier fee prepaid, in any case at such address as may have
been furnished to the Company or Holder, as the case may be, in writing by the Company or such Holder from time to time in accordance with the provisions of this Section 6.5. All notices to Holder shall be addressed as follows until the Company
receives notice of a change of address in connection with a transfer or otherwise: 
 SVB Financial Group 

Attn: Warrants 
 80 East Rio
Salado Parkway, Suite 600 
 Tempe, AZ 85281 

Telephone: (480) 557-4900 

Email: SVBFGWarrants@svb.com 

All notices to the Company shall be addressed as follows until Holder receives notice of a change in address: 

Greenlight Biosciences Inc. 

Attn: Susan Keefe, Chief Financial Officer 

200 Boston Avenue, Suite 1000 

Medford, MA 02155 
 Telephone: 781-827-4546 
 Email: skeefe@greenlightbio.com 

With a copy (which shall not constitute notice) to: 

Foley Hoag LLP 
 Attn: Dave
Broadwin 
 155 Seaport Boulevard 

Boston, MA 02210-2600 

Telephone: 617-832-1000 

Email: DAB@foleyhoag.com 
 6.6
Amendment and Waiver. Notwithstanding any contrary provision herein or in the Loan Agreement, this Warrant may be amended and any provision hereof waived (either generally or in a particular instance and either retroactively or prospectively)
only by an instrument in writing signed by Holder and any party against which enforcement of such amendment or waiver is sought. 
 6.7
Counterparts; Electronic Signatures; Status as Certificated Security. This Warrant may be executed by one or more of the parties hereto in any number of separate counterparts, all of which together shall constitute one and the same
instrument. The Company, Holder and any other party hereto may execute this Warrant by electronic means and each party hereto recognizes and accepts the use of electronic signatures and the keeping of records in electronic form by any other party
hereto in connection with the execution and storage hereof. To the extent that this Warrant or any agreement subject to the terms hereof or any amendment hereto is executed, recorded or delivered electronically, it shall be binding to the same
extent as though it had been executed on paper with an original ink signature, as provided under applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act. The fact that this Warrant is executed,
signed, stored or delivered electronically shall not prevent the transfer by any Holder of this Warrant pursuant to Section 6.4 or the enforcement of the terms hereof. To the extent that the original of this Warrant is an electronic original,
this Warrant, and any copies hereof, shall NOT be deemed to be a “certificated security” within the meaning of Section 8102(a)(4) of the California Commercial Code. Physical possession of the original of this Warrant or any paper copy
thereof shall confer no special status to the bearer thereof. 

  
 9 












 6.8 Headings. The headings in this Warrant are for purposes of reference only and
shall not limit or otherwise affect the meaning of any provision of this Warrant. 
 6.9 Business Days. “Business
Day” means any day that is not a Saturday, Sunday or a day on which banks in California are closed. 
 SECTION 7. GOVERNING LAW,
VENUE AND JURY TRIAL WAIVER. 
 7.1 Governing Law. This Warrant shall be governed by and construed in accordance with the laws of
the Commonwealth of Massachusetts, without giving effect to its principles regarding conflicts of law. 
 7.2 Jurisdiction and Venue.
The Company and Holder each irrevocably and unconditionally submit to the exclusive jurisdiction of the State and Federal courts in Suffolk County, Massachusetts; provided, however, that nothing in this Warrant shall be deemed to operate to preclude
Holder from bringing suit or taking other legal action in any other jurisdiction to enforce a judgment or other court order in favor of Holder. The Company expressly, irrevocably and unconditionally submits and consents in advance to such
jurisdiction in any action or suit commenced in any such court, and the Company hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may have based upon lack of personal
jurisdiction, improper venue, or forum non conveniens and hereby irrevocably and unconditionally consents to the granting of such legal or equitable relief as is deemed appropriate by such court. The Company hereby waives personal service of the
summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to the Company in accordance with Section 6.5 of
this Warrant and that service so made shall be deemed completed upon the earlier to occur of the Company’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid. 

7.3 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND HOLDER EACH WAIVES ITS RIGHT TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS WARRANT, THE LOAN AGREEMENT OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE
PARTIES’ AGREEMENT TO THIS WARRANT. EACH PARTY HERETO HAS REVIEWED THIS WAIVER WITH ITS COUNSEL. 
 7.4
Survival. This Section 7 shall survive the termination of this Warrant. 
 [Signature page follows] 

  
 10 












 IN WITNESS WHEREOF, the parties have caused this Warrant To Purchase Stock to be
executed by their duly authorized representatives effective as of the Issue Date written above. 
  

			
	COMPANY:
	
	GREENLIGHT BIOSCIENCES INC.
		
	By:	 	/s/Andrey Zarur
	Name:	 	Andrey Zarur
	Title:	 	Chief Executive Officer & Secretary


  

			
	HOLDER:

	
	SILICON VALLEY BANK
		
	By:	 	/s/ Lauren Cole
	Name:	 	Lauren Cole
	Title:	 	Director



  
 11 












 APPENDIX 1 

Form of Notice of Exercise of Warrant 

1. The undersigned Holder hereby exercises its right to purchase ___________ shares of the [Common] / [Series ______ Preferred] [circle one]
Stock of __________________ (the “Company”) in accordance with the attached Warrant To Purchase Stock, and tenders payment of the aggregate Exercise Price for such shares as follows: 

 

					
		 	[    ]	  	 Check in the amount of $________ payable to order of the Company enclosed herewith

		 	[    ]	  	Wire transfer of immediately available funds to the Company’s account
		 	[    ]	  	Cashless exercise pursuant to Section 2.2 of the Warrant, resulting in the issuance of __________________ shares of the [Common] / [Series ______ Preferred] [circle one] Stock of the Company
		 	[    ]	  	Other [Describe] __________________________________________

 2. Please issue a certificate or certificates (or evidence of book entry) representing the Shares in the name
specified below: 
  

					
		 		 	Holder’s Name
			
		 		 	 
			
		 		 	 
		 		 	(Address)

 3. By its execution below and for the benefit of the Company, Holder hereby makes each of the representations
and warranties set forth in Section 5.1 of the Warrant To Purchase Stock as of the date hereof. 
  

			
	HOLDER:
	
	 


 
			
		
	By:	 	 


 
			
	Name:	 	 


 
			
	Title:	 	 


 
			
		
	(Date):	 	 



  
 Appendix 1 












 APPENDIX 2 

Company Capitalization Table 

[***]. 

ny-2125306 

  
 Appendix 2