Exhibit 4.1


 


WARRANT
AGREEMENT


 


THIS
WARRANT AGREEMENT is made as of February 11, 2020 between Greenrose Acquisition Corp., a Delaware corporation, with offices at
1000 Woodbury Road, Suite #212, Woodbury, NY 11797 (the “Company”), and Continental Stock Transfer & Trust Company,
a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).


 


WHEREAS,
the Company is engaged in a public offering (the “Public Offering”) of up to 17,250,000 units (the “Public Units”),
each Public Unit comprised of one share of common stock of the Company, par value $0.0001 per share (the “Common Stock”),
and one warrant, where each whole warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per share,
subject to adjustment as described herein, and, in connection therewith, will issue and deliver up to 17,250,000 warrants (the
“Public Warrants”) to the public investors in connection with the Public Offering; and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1,
No. 333-235724 (the “Registration Statement”), for the registration, under the Securities Act of 1933, as amended
(the “Act”) of, among other securities, the Public Warrants; and


 


WHEREAS,
the Company has received a binding commitment (the “Subscription Agreement”) from Imperial Capital, LLC (“Imperial”)
and Greenrose Associates LLC to purchase up to an aggregate of (i) 330,000 units (the “Private Units”), each Private
Unit comprised of one share of Common Stock, and one warrant, where each whole warrant entitles the holder to purchase one share
of Common Stock at a price of $11.50 per share, subject to adjustment as described herein, and (ii) 1,650,000 warrants (the “Private
Warrants”); and


 


WHEREAS,
the Company may issue additional units (the “Working Capital Units”), each Working Capital Unit comprised of one share
of Common Stock, and one warrant, where each whole warrant entitles the holder to purchase one share of Common Stock at a price
of $11.50 per share, subject to adjustment as described herein and/or warrants (the “Working Capital Warrants”) in
satisfaction of certain working capital loans that may be made by the Company’s officers, directors, initial stockholder,
and affiliates; and


 


WHEREAS,
following consummation of the Public Offering, the Company may issue additional units (the “Post IPO Units and together
with the Units, the Private Units and the Working Capital Warrants, the “Units”), each Post IPO Unit comprised of
one share of Common Stock, and one warrant, where each whole warrant entitles the holder to purchase one share of Common Stock
at a price of $11.50 per share, subject to adjustment as described herein and/or warrants the (“Post IPO Warrants”
and together with the Public Warrants, Private Warrants, and Working Capital Warrants, the “Warrants”) in connection
with, or following the consummation by the Company of, a Business Combination (defined below); and


 






     


     


    

 


WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection
with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants; and


 


WHEREAS,
the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised,
and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants;
and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company
and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding, and legal obligations of the Company,
and to authorize the execution and delivery of this Agreement.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:


 


1.
Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants,
and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions
set forth in this Agreement.


 


2.
Warrants.


 


2.1.
Form of Warrant. Each Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit
A hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the
Chairman of the Board of Directors or Chief Executive Officer and Treasurer, Secretary or Assistant Secretary of the Company and
shall bear a facsimile of the Company’s seal. In the event the person whose facsimile signature has been placed upon any
Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may
be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 


2.2.
Uncertificated Warrants. Notwithstanding anything herein to the contrary, any Warrant, or portion thereof, may be issued
as part of, and be represented by, a Unit, and any Warrant may be issued in uncertificated or book-entry form through the Warrant
Agent and/or the facilities of The Depository Trust Company (the “Depositary”) or other book-entry depositary system,
in each case as determined by the Board of Directors of the Company or by an authorized committee thereof. Any Warrant so issued
shall have the same terms, force and effect as a certificated Warrant that has been duly countersigned by the Warrant Agent in
accordance with the terms of this Agreement.


 


2.3.
Effect of Countersignature. Except with respect to uncertificated Warrants as described above, unless and until countersigned
by the Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder
thereof.





 






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2.4.
Registration.


 


2.4.1.
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original
issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall
issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance
with instructions delivered to the Warrant Agent by the Company.


 


2.4.2.
Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent
may deem and treat the person in whose name such Warrant is then registered in the Warrant Register (“registered holder”)
as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other
writing on the Warrant certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise
thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.5.
Detachability of Warrants. The securities comprising the Units will not be separately transferable until the 90th day following
the date of the prospectus or, if such 90th day is not on a day, other than Saturday, Sunday or federal holiday, on which banks
in New York City are generally open for normal business (a “Business Day”), then on the immediately succeeding Business
Day following such date, or earlier with the consent of Imperial, but in no event will Imperial allows separate trading of the
securities comprising the Units until (i) the Company has filed a Current Report on Form 8-K which includes an audited balance
sheet reflecting the receipt by the Company of the gross proceeds of the Public Offering including the proceeds received by the
Company from the exercise of the underwriters’ over-allotment option in the Public Offering, if the over-allotment option
is exercised prior to the filing of the Form 8-K, and (ii) the Company has issued a press release and has filed a Current Report
on Form 8-K announcing when such separate trading shall begin (the “Detachment Date”).


 


2.6.
Private Warrant and Working Capital Warrant Attributes. The Private Warrants and Working Capital Warrants will be issued
in the same form as the Public Warrants but they (i) will not be redeemable by the Company and (ii) may be exercised for cash
or on a cashless basis at the holder’s option, in either case as long as they are held by the initial purchasers or their
permitted transferees (as prescribed in Section 5.6 hereof). Once a Private Warrant or Working Capital Warrant is transferred
to a holder other than an affiliate or permitted transferee, it shall be treated as a Public Warrant hereunder for all purposes.


 


2.7.
Post IPO Warrants. The Post IPO Warrants, when and if issued, shall have the same terms and be in the same form as the
Public Warrants except as may be agreed upon by the Company.


 


3.
Terms and Exercise of Warrants.


 


3.1.
Warrant Price. Each Warrant shall, when countersigned by the Warrant Agent (except with respect to uncertificated Warrants),
entitle the registered holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company
the number of shares of Common Stock stated therein, at the price of $11.50 per share, subject to the adjustments provided in
Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement
refers to the price per share at which the shares of Common Stock may be purchased at the time a Warrant is exercised. The Company
in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of
not less than twenty (20) Business Days; provided, that the Company shall provide at least twenty (20) days’ prior written
notice of such reduction to registered holders of the Warrants and, provided further that any such reduction shall be applied
consistently to all of the Warrants.


 






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3.2.
Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of 30 days after the consummation
by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar
business combination with one or more businesses or entities (“Business Combination”) (as described more fully in
the Registration Statement) or 12 months from the closing of the Public Offering, and terminating at 5:00 p.m., New York City
time on the earlier to occur of (i) five years from the consummation of a Business Combination, (ii) the Redemption Date as provided
in Section 6.2 of this Agreement and (iii) the liquidation of the Company (“Expiration Date”). The period of time
from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as
the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6
hereunder), as applicable, each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder
and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company
in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company
will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further
that any such extension shall be applied consistently to all of the Warrants.


 


3.3.
Exercise of Warrants.


 


3.3.1.
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent,
may be exercised by the registered holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of
its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth
in the Warrant, duly executed, and by paying in full the Warrant Price for each share of Common Stock as to which the Warrant
is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, as follows:


 


(a)
by good certified check or good bank draft payable to the order of the Warrant Agent or wire transfer; or


 


(b)
in the event of redemption pursuant to Section 6 hereof in which the Company’s management has elected to force all holders
of Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares
of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying
the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value” (defined below) by
(y) the Fair Market Value. Solely for purposes of this Section 3.3.1(b), the “Fair Market Value” shall mean the average
last reported sale price of the Common Stock for the five (5) trading days ending on the third trading day prior to the date on
which the notice of redemption is sent to holders of the Warrants pursuant to Section 6 hereof; or


 






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(c)
with respect to any Private Warrants or Working Capital Warrants, so long as such Private Warrants or Working Capital Warrants
are held by the initial purchasers or their permitted transferees, by surrendering such Private Warrants or Working Capital Warrants
for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of
Common Stock underlying the Warrants, multiplied by the difference between the exercise price of the Warrants and the “Fair
Market Value” by (y) the Fair Market Value; provided, however, that no cashless exercise shall be permitted unless the Fair
Market Value is equal to or higher than the exercise price. Solely for purposes of this Section 3.3.1(c), the “Fair Market
Value” shall mean the average reported last sale price of the Common Stock for the five (5) trading days ending on the third
trading day prior to the date of exercise; or


 


(d)
in the event the registration statement required by Section 7.4 hereof is not effective and current within ninety (90) days after
the closing of a Business Combination, by surrendering such Warrants for that number of shares of Common Stock equal to the quotient
obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference
between the exercise price of the Warrants and the “Fair Market Value” by (y) the Fair Market Value; provided, however,
that no cashless exercise shall be permitted unless the Fair Market Value is equal to or higher than the exercise price. Solely
for purposes of this Section 3.3.1(d), the “Fair Market Value” shall mean the average reported last sale price of
the Common Stock for the five (5) trading days ending on the trading day prior to the date of exercise.


 


3.3.2.
Issuance of Shares of Common Stock. As soon as practicable after the exercise of any Warrant and the clearance of the funds
in payment of the Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates,
or book entry position, for the number of shares of Common Stock to which he, she or it is entitled, registered in such name or
names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant,
or book entry position, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing,
in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and
the Company shall not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable
upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence
of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied
with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant
may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid
the full purchase price for the Unit solely for the shares of Common Stock underlying such Unit. Warrants may not be exercised
by, or securities issued to, any registered holder in any state in which such exercise would be unlawful.


 






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3.3.3.
Valid Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement
shall be validly issued, fully paid and nonassessable.


 


3.3.4.
Date of Issuance. Each person in whose name any book entry position or certificate for shares of Common Stock is issued
shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant, or book
entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date
of delivery of such certificate, except that, if the date of such surrender and payment is a date when the share transfer books
of the Company or book entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of
such shares at the close of business on the next succeeding date on which the share transfer books or book entry system are open.


 


3.3.5
Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the
provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless
he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the
holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect
to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would
beneficially own in excess of 9.8% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately
after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially
owned by such person and its affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant
with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock that would be
issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates
and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned
by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants)
subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding
sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of outstanding
shares of Common Stock, the holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s
most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with
the SEC as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the
Warrant Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written request
of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the
number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined
after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the
date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the holder
of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage
specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after
such notice is delivered to the Company.


 






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4.
Adjustments.


 


4.1.
Stock Dividends; Split Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of
outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split up of shares
of Common Stock, or other similar event, then, on the effective date of such stock dividend, split up or similar event, the number
of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in outstanding
shares of Common Stock.


 


4.2.
Aggregation of Shares. If after the date hereof, the number of outstanding shares of Common Stock is decreased by a consolidation,
combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective
date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common
Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock.


 


4.3
Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend
or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock or other shares of the
Company’s capital stock into which the Warrants are convertible (an “Extraordinary Dividend”), then the Warrant
Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash
and the fair market value (as determined by the Company’s Board of Directors, in good faith) of any securities or other
assets paid on each share of Common Stock in respect of such Extraordinary Dividend; provided, however, that none of the following
shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection 4.1 above,
(b) any cash dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash
distributions paid on the Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution
does not exceed $0.50 (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section
4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares
of Common Stock issuable on exercise of each Warrant) but only with respect to the amount of the aggregate cash dividends or cash
distributions equal to or less than $0.50, (c) any payment to satisfy the conversion rights of the holders of the shares of Common
Stock in connection with a proposed initial Business Combination or (d) any payment in connection with the Company’s liquidation
and the distribution of its assets upon its failure to consummate a Business Combination. Solely for purposes of illustration,
if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid
an aggregate of $0.40 of cash dividends and cash distributions on the Common Stock during the 365-day period ending on the date
of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date
of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends
and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (the greater of (x) $0.50
and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35
dividend)).


 






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4.4
Adjustments in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants
is adjusted, as provided in Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying
such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares
of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of
which shall be the number of shares of Common Stock so purchasable immediately thereafter.


 


4.5.
Replacement of Securities upon Reorganization, Etc. In case of any reclassification or reorganization of the outstanding
shares of Common Stock (other than a change covered by Section 4.1, 4.2 or 4.3 hereof or that solely affects the par value of
the Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a
consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or
reorganization of the outstanding Common Stock), or in the case of any sale or conveyance to another corporation or entity of
the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company
is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and
conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable
and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities
or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution
following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her
or its Warrant(s) immediately prior to such event. If any reclassification also results in a change in the Common Stock covered
by Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3, 4.4 and this Section 4.5. The
provisions of this Section 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations,
sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise
of the Warrant.


 


4.6.
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise
of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting
from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise
of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.
Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3, 4.4 or 4.5, then, in any such event, the Company shall give
written notice to each Warrant holder, at the last address set forth for such holder in the Warrant Register, of the record date
or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity
of such event.


 






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4.7.
No Fractional Warrants or Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company
shall not issue fractional shares upon exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4,
the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the
Company shall, upon such exercise, round up to the nearest whole number of shares of Common Stock to be issued to the Warrant
holder.


 


4.8.
Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants
issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially
issued pursuant to this Agreement. However, the Company may at any time in its sole discretion make any change in the form of
Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued
or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 


4.9
Other Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections
of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i)
avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case,
the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national
standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary
to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such
adjustment; provided, however that under no circumstances shall the Warrants be adjusted pursuant to this Section 4 as a result
of any issuance of securities in connection with the Business Combination. The Company shall adjust the terms of the Warrants
in a manner that is consistent with any adjustment recommended in such opinion.


 


5.
Transfer and Exchange of Warrants.


 


5.1.
Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant
upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures, in the case of certificated
Warrants, properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant
representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent.
In the case of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time
to time upon request.


 


5.2.
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, either in certificated form or in
book entry position, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in
exchange therefor one or more new Warrants, or book entry positions, as requested by the registered holder of the Warrants so
surrendered, representing an equal aggregate number of Warrants; provided, however, that in the event that a Warrant surrendered
for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor
until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating
whether the new Warrants must also bear a restrictive legend.


 






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5.3.
Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will
result in the issuance of a warrant certificate or book-entry position for a fraction of a warrant.


 


5.4.
Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5.
Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance
with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company,
whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for
such purpose.


 


5.6.
Private Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until
after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders
or to the initial stockholders’ or the Company’s officers, directors, consultants or their affiliates, (ii) to a holder’s
stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift
to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s
immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death,
(v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the
consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination by private sales at
prices no greater than the price at which the Private Warrants were originally purchased, (viii) in the event of the Company’s
liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation
of an initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which
results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other
property, in each case (except for clauses (vi), (viii) or (ix) or with the Company’s prior written consent) on the condition
that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which
each transferee or the trustee or legal guardian for such transferee agrees to be bound by the terms of the Subscription Agreement
and any other applicable agreement the transferor is bound by.


 


5.7.
Transfers prior to Detachment. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together
with the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or
exchange of such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer
the Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.7 shall have no effect on
any transfer of Warrants on or after the Detachment Date.





 






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6.
Redemption.


 


6.1.
Redemption. Subject to Section 6.4 hereof, not less than all of the outstanding Warrants may be redeemed, at the option
of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon the notice referred to in Section
6.2, at the price of $0.01 per Warrant (“Redemption Price”), provided that the last sales price of the Common Stock
equals or exceeds $18.00 per share (subject to adjustment in accordance with Section 4 hereof), on each of twenty (20) trading
days within any thirty (30) trading day period ending on the third trading day prior to the date on which notice of redemption
is given and provided that there is an effective registration statement covering the shares of Common Stock issuable upon exercise
of the Warrants, and a current prospectus relating thereto, available throughout the 30-day redemption or the Company has elected
to require the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1(b); provided, however,
that if and when the Public Warrants become redeemable by the Company, the Company may not exercise such redemption right if the
issuance of shares of Common Stock upon exercise of the Public Warrants is not exempt from registration or qualification under
applicable state blue sky laws or the Company is unable to effect such registration or qualification.


 


6.2.
Date Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Warrants that are
subject to redemption, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption
shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date
to the registered holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration books.
Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered
holder received such notice.


 


6.3.
Exercise After Notice of Redemption. The Public Warrants may be exercised, for cash (or on a “cashless basis”
in accordance with Section 3 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant
to Section 6.2 hereof and prior to the Redemption Date. In the event the Company determines to require all holders of Public Warrants
to exercise their Warrants on a “cashless basis” pursuant to Section 3.3.1(b), the notice of redemption will contain
the information necessary to calculate the number of shares of Common Stock to be received upon exercise of the Warrants, including
the “Fair Market Value” in such case. On and after the Redemption Date, the record holder of the Warrants shall have
no further rights except to receive, upon surrender of the Warrants, the Redemption Price.


 


6.4
Exclusion of Certain Warrants. The Company agrees that the redemption rights provided in this Section 6 shall not apply
to (i) the Private Warrants and Working Capital Warrants if at the time of the redemption such Private Warrants or Working Capital
Warrants continue to be held by the initial purchasers or their permitted transferees or (ii) Post IPO Warrants if such warrants
provide that they are non-redeemable by the Company. However, with respect to the Private Warrants or Working Capital Warrants,
once such Private Warrants or Working Capital Warrants are transferred (other than to permitted transferees under Section 5.6),
the Company may redeem the Private Warrants and Working Capital Warrants in the same manner as the Public Warrants.


 






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7.
Other Provisions Relating to Rights of Holders of Warrants.


 


7.1.
No Rights as Stockholder. A Warrant does not entitle the registered holder thereof to any of the rights of a stockholder
of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive
rights to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of
directors of the Company or any other matter.


 


7.2.
Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and
the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case
of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant
so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company,
whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3.
Reservation of Shares of Common Stock. The Company shall at all times reserve and keep available a number of its authorized
but unissued shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued
pursuant to this Agreement.


 


7.4.
Registration of Shares of Common Stock. The Company agrees that as soon as practicable after the closing of its initial
Business Combination, it shall use its best efforts to file with the Securities and Exchange Commission a registration statement
for the registration, under the Act, of the shares of Common Stock issuable upon exercise of the Warrants, and it shall use its
best efforts to take such action as is necessary to register or qualify for sale, in those states in which the Warrants were initially
offered by the Company and in those states where holders of Warrants then reside, the shares of Common Stock issuable upon exercise
of the Warrants, to the extent an exemption is not available. The Company will use its best efforts to cause the same to become
effective and to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance
with the provisions of this Agreement. If any such registration statement has not been declared effective by the 90th day following
the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 91st
day after the closing of the Business Combination and ending upon such registration statement being declared effective by the
Securities and Exchange Commission, and during any other period when the Company shall fail to have maintained an effective registration
statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless
basis” as determined in accordance with Section 3.3.1(d). The Company shall provide the Warrant Agent with an opinion of
counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the
Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under the Act and (ii) the shares
of Common Stock issued upon such exercise will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate
(as such term is defined in Rule 144 under the Act) of the Company and, accordingly, will not be required to bear a restrictive
legend. For the avoidance of any doubt, unless and until all of the Warrants have been exercised on a cashless basis, the Company
shall continue to be obligated to comply with its registration obligations under the first three sentences of this Section 7.4.
The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of Imperial.


 






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8.
Concerning the Warrant Agent and Other Matters.


 


8.1.
Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or
the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of Warrants, but the Company
shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares.


 


8.2.
Resignation, Consolidation, or Merger of Warrant Agent.


 


8.2.1.
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties
and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the
Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall
appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment
within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent
or by the holder of the Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the holder
of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor
Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall
be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office
in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and
subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested
with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect
as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary
or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring
to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request
of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.


 


8.2.2.
Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice
thereof to the predecessor Warrant Agent and the transfer agent for the shares of Common Stock not later than the effective date
of any such appointment.


 


8.2.3.
Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may
be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall
be the successor Warrant Agent under this Agreement without any further act.


 






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8.3.
Fees and Expenses of Warrant Agent.


 


8.3.1.
Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent
hereunder and will reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in
the execution of its duties hereunder.


 


8.3.2.
Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed,
acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the
Warrant Agent for the carrying out or performing of the provisions of this Agreement.


 


8.4.
Liability of Warrant Agent.


 


8.4.1.
Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall
deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any
action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed
to be conclusively proved and established by a statement signed by the Chief Executive Officer or Chairman of the Board of Directors
of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered
in good faith by it pursuant to the provisions of this Agreement.


 


8.4.2.
Indemnity. The Warrant Agent shall be liable hereunder only for its own fraud, gross negligence, willful misconduct or
bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments,
costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except
as a result of the Warrant Agent’s fraud, gross negligence, willful misconduct, or bad faith.


 


8.4.3.
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect
to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach
by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make
any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such
adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder
be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued
pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid
and nonassessable.


 


8.5.
Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the
same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect
to Warrants exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase
of shares of Common Stock through the exercise of Warrants.


 






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9.
Miscellaneous Provisions.


 


9.1.
Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent
shall bind and inure to the benefit of their respective successors and assigns.


 


9.2.
Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the
holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if
sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed
(until another address is filed in writing by the Company with the Warrant Agent), as follows:


 


Greenrose
Acquisition Corp.


1000
Woodbury Road


Suite
#212


Woodbury,
NY 11797


Attn:
William Harley III


 


Any
notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to
or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified
mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address
is filed in writing by the Warrant Agent with the Company), as follows:


 


Continental
Stock Transfer & Trust Company


1
State Street


30th
Floor


New
York, New York 10004


Attn:
Compliance Department


 


with
a copy in each case to:


 


Tarter
Krinsky & Drogin LLP


1350
Broadway


11th
Floor


New
York, NY 10018


Attn:
Guy Molinari, Esq.


 


and


 


Imperial
Capital LLC


10100
Santa Monica Blvd.


Suite
2400


Los
Angeles, CA 90067


Attn:
Chris Shepard


 






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with
a copy in each case to:


 


K&L
Gates LLP


10100
Santa Monica Blvd.


Los
Angeles, CA


Attention:
Leib Orlanski


 


9.3.
Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in
all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the
application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against
it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York
or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof
by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section
9.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding
or claim.


 


9.4.
Persons Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any
of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than
the parties hereto and the registered holders of the Warrants and, for the purposes of Sections 7.4, 9.4 and 9.8 hereof, Imperial,
any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise,
or agreement hereof. Imperial shall be deemed to be a third-party beneficiary of this Agreement with respect to Sections 7.4,
9.4 and 9.8 hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Warrant Agreement shall
be for the sole and exclusive benefit of the parties hereto (and Imperial with respect to the Sections 7.4, 9.4 and 9.8 hereof)
and their successors and assigns and of the registered holders of the Warrants.


 


9.5.
Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office
of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Warrant.
The Warrant Agent may require any such holder to submit his Warrant for inspection by it.


 


9.6.
Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


9.7.
Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not
affect the interpretation thereof.


 






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9.8
Amendments. This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose
of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing
any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable
and that the parties deem shall not adversely affect the interest of the registered holders. All other modifications or amendments,
including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the written consent or vote
of the registered holders of (i) a majority of the then outstanding Public Warrants and Private Warrants if such modification
or amendment is being undertaken prior to, or in connection with, the consummation of a Business Combination or (ii) a majority
of the then outstanding Warrants if such modification or amendment is being undertaken after the consummation of a Business Combination.
Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant
to Sections 3.1 and 3.2, respectively, without the consent of the registered holders. The provisions of this Section 9.8 may not
be modified, amended or deleted without the prior written consent of the Representative.


 


9.9
Trust Account Waiver. The Warrant Agent acknowledges and agrees that it shall not make any claims or proceed against the
trust account established by the Company in connection with the Public Offering (as more fully described in the Registration Statement)
(“Trust Account”), including by way of set-off, and shall not be entitled to any funds in the Trust Account under
any circumstance. In the event that the Warrant Agent has a claim against the Company under this Agreement, the Warrant Agent
will pursue such claim solely against the Company and not against the property held in the Trust Account.


 


9.10
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part
of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and
enforceable.


 


[Signature
Page Follows]





 






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


 


	 	GREENROSE ACQUISITION CORP.
	 	 	 
	 	By:	/s/ William F. Harley III
	 	Name:	William F. Harley III
	 	Title:	Chief Executive Officer
	 	 	 
	 	CONTINENTAL STOCK TRANSFER &
    TRUST COMPANY
	 	 	 
	 	By:	/s/ Erika Young   
	 	Name:	Erika
Young
	 	Title:	Vice
President


 


 


18