Exhibit 10.1


 


THIS PROMISSORY NOTE (“NOTE”) HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT
ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN
OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE


 


	Principal Amount: $450,000	Dated as of August 26, 2021


 


Greenrose Acquisition Corp., a Delaware corporation
and blank check company (the “Maker”), promises to pay to the order of Greenrose Associates LLC, a New York limited
liability company, or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of
Four Hundred and Fifty Thousand and 00/100 Dollars ($450,000) in lawful money of the United States of America, on the terms and conditions
described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined
by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this
Note.


 


1. Principal. The principal balance of
this Note shall be payable on the date on which Maker consummates an initial business combination. The principal balance may be prepaid
at any time.


 


2. Interest. No interest shall accrue on the unpaid principal
balance of this Note.


 


3. Application of Payments. All payments
shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation)
reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal
balance of this Note.


 


4. Events of Default. The following shall constitute an event
of default (“Event of Default”):


 


(a) Failure to Make Required Payments.
Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days of the date specified above.


 


(b) Voluntary Bankruptcy, Etc. The commencement
by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the
consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other
similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors,
or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance
of any of the foregoing.


 


(c) Involuntary Bankruptcy, Etc. The entry
of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable
bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar
official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance
of any such decree or order unstayed and in effect for a period of 60 consecutive days.


 


5. Remedies.


 


(a) Upon the occurrence of an Event of Default
specified in Section 4(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon
the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing
the same to the contrary notwithstanding.


 






     


     


    

 


(b) Upon the occurrence of an Event of Default
specified in Sections 4(b) and 4(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall
automatically and immediately become due and payable, in all cases without any action on the part of Payee.


 


6. Waivers. Maker and all endorsers and
guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with
regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all
benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the
proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution,
exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant
to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in
any order desired by Payee.


 


7. Unconditional Liability. Maker hereby
waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and
agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any
manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and
all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions
of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker
or affecting Maker’s liability hereunder.


 


8. Notices. All notices, statements or
other documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered personally or sent by first
class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing,
(ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing
by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic
mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been
given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile
or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent
by mail.


 


9. Construction. THIS NOTE SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.


 


10. Severability. Any provision contained
in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


  


11. Trust Waiver. Notwithstanding anything
herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in
or to any distribution of or from the trust account established in which the proceeds of the initial public offering (the “IPO”)
completed by the Maker (including the deferred underwriting discounts and commissions) and the proceeds of the sale of the units and warrants
issued in a private placement that occurred prior to the effectiveness of the IPO have been deposited, as described in greater detail
in the final prospectus (collectively, the “Prospectus”) filed by the Maker with the Securities and Exchange Commission
in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust
account for any reason whatsoever.


 


12. Amendment; Waiver. Any amendment hereto
or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.


 


13. Assignment. No assignment or transfer
of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior
written consent of the other party hereto and any attempted assignment without the required consent shall be void.


 


[SIGNATURE PAGE FOLLOWS]


 






     


     


    

 


IN WITNESS WHEREOF, Maker, intending to be legally bound hereby,
has caused this Note to be duly executed by the undersigned as of the day and year first above written.


 


	 	GREENROSE ACQUISITION CORP.
	 	a Delaware corporation
	 	 
	 	By: 	/s/ William F. Harley III
	 	 	Name:	William F. Harley III
	 	 	Title:	Chief Executive Officer