Exhibit 10.4


 





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: $1,000,000	Dated
    as of March 26, 2020


 


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 One Million and 00/100 Dollars ($1,000,000) 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.


 



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	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
    (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.


 


	14.	Conversion
    into Maker’s Securities. Notwithstanding anything herein to the contrary, as further described in the Prospectus,
    Payee, at its sole discretion, may at any time convert any and all amounts due under this Notes into units (each, a “Unit”)
    and/or warrants (each, a “Warrant”) of the Maker’s equity securities. The Units will have a conversion
    price of $10.00 per Unit and consist of one share of the Maker’s common stock, par value $0.0001 (the “Common
    Stock”) and one Warrant to purchase one share of Common Stock at a price of $11.50 per share for a period of 5 years
    beginning 30 days after the Maker’s completion of a Business Combination (as defined in the Prospectus). The Warrants
    will have a conversion price of $1.00 per Warrant.


 


 


[SIGNATURE
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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


 


 


 



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