Exhibit 10.1


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Agreement is made
as of February 11, 2020 by and between Greenrose Acquisition Corp. (the “Company”) and Continental Stock Transfer&
Trust Company (“Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, No. 333-235724 (“Registration Statement”) for its initial public offering
of securities (“IPO”) has been declared effective as of the date hereof (“Effective Date”)
by the Securities and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings set
forth in the Registration Statement); and


 


WHEREAS, Imperial Capital,
LLC (the “Representative”) is acting as the representative of the several underwriters in the IPO; and


 


WHEREAS, the Company
initially has 18 months from the consummation of the IPO (the “Initial Period”) to consummate an initial business
combination (as described in the Registration Statement, a “Business Combination”); and


 


WHEREAS, if a Business
Combination is not consummated within the Initial Period, Greenrose Associates LLC, a Delaware limited liability company (the “Sponsor”)
may extend such period up to three times, each by a one-month period, up to a maximum of 21 months in the aggregate, by depositing
$495,000 (or $569,250 if the underwriters’ over-allotment option is exercised in full, plus any amount eventually deposited
on account of any Extension) into the Trust Account no later than the 18 month anniversary of the IPO, the 19 month anniversary
of the IPO or the 20 month anniversary of the IPO (each, an “Applicable Deadline”) for each one month extension
(each, an “Extension”) for up to an aggregate of $1,485,000 (or $1,707,750 if the underwriters’ over-allotment
option is exercised in full); and


 


WHEREAS, simultaneously
with the IPO, the Sponsor will be purchasing an aggregate of 200,000 units (or 220,000 units if the over-allotment option is exercised
in full) (“Sponsor Private Units”) and 1,000,000 warrants (or 1,100,000 warrants if the over-allotment option
is exercised in full) (the “Sponsor Private Warrants”) from the Company for an aggregate purchase price of $3,000,000
(or $3,300,000 if the over-allotment option is exercised in full); and


 


WHEREAS, simultaneously
with the IPO, the Representative will be purchasing an aggregate of 100,000 units (or 110,000 units if the over-allotment option
is exercised in full) (“Representative Private Units” and together with the Sponsor Private Units, the “Private
Units”) and 500,000 warrants (or 550,000 warrants if the over-allotment option is exercised in full) (the “Representative
Private Warrants” and together with the Sponsor Private Warrants, the “Private Warrants”) from the
Company for an aggregate purchase price of $1,500,000 (or $1,650,000 if the over-allotment option is exercised in full); and


 



     


     


    

 


WHEREAS, as described
in the Registration Statement, and in accordance with the Company’s Amended and Restated Certificate of Incorporation, $150,000,000.00
($172,500,000.00 if the over-allotment option is exercised in full) of the proceeds from the IPO and a simultaneous private placement
of units and warrants will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times
in the United States (the “Trust Account”) for the benefit of the Company and the holders of the Company’s
common stock, par value $0.0001 per share (“Common Stock”), issued in the IPO as hereinafter provided (the proceeds
to be delivered to the Trustee will be referred to herein as the “Property”; the stockholders for whose benefit
the Trustee shall hold the Property will be referred to as the “Public Stockholders,” and the Public Stockholders
and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS, the Company
and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold
the Property;


 


IT IS AGREED:


 


1. Agreements and Covenants of Trustee. The Trustee hereby
agrees and covenants to:


 


(a) Hold the Property
in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee at
J.P. Morgan Chase Bank, N.A. and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 


(b) Manage, supervise, and administer the
Trust Account subject to the terms and conditions set forth herein;


 


(c) In a timely manner,
upon the written instruction of the Company, invest and reinvest the Property in United States “government securities”
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”),
having a maturity of 185 days or less, and/or in any open ended investment company registered under the Investment Company Act
that holds itself out as a money market fund selected by the Company meeting the conditions of paragraph (d) of Rule 2a-7 promulgated
under the Investment Company Act, which invest only in direct U.S. government treasury obligations; it being understood that the
Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder and
the Trustee may earn bank credits or other consideration during such periods;


 


(d) Collect and receive,
when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term
is used herein;


 


(e) Notify the Company
and the Representative of all communications received by it with respect to any Property requiring action by the Company;


 


(f) Supply any necessary
information or documents as may be requested by the Company in connection with the Company’s preparation of its tax returns;


 


(g) Participate in
any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as, and when instructed
by the Company to do so;


 



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(h) Render to the Company
monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the
Trust Account;


 


(i) Commence liquidation
of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination
Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed
on behalf of the Company by its Chief Executive Officer, Executive Vice President, or Chief Financial Officer and, in the case
of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, jointly acknowledged and agreed
to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only
as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a
Termination Letter has not been received by the Trustee within the period of time (the “Last Date”) provided
in the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to time (the “Certificate
of Incorporation”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination
Letter attached as Exhibit B hereto and distributed to the Public Stockholders as of the Last Date. The provisions of this
Section 1(i) may not be modified, amended or deleted under any circumstances;


  


(j) Upon receipt of
a letter (an “Amendment Notification Letter”) in the form of Exhibit C, signed on behalf of the Company
by an authorized officer, distribute to Public Stockholders who exercised their conversion rights in connection with an amendment
to Article Fifth of the Company’s Certificate of Incorporation (an “Amendment”) an amount equal to the
pro rata share of the Property relating to the Common Stock for which such Public Stockholders have exercised conversion rights
in connection with such Amendment. The provisions of this Section 1(j) may not be modified, amended or deleted under any
circumstances; and


 


(k) Upon receipt of
an extension letter (“Extension Letter”) substantially similar to Exhibit D hereto at least five days
prior to the Applicable Deadline, signed on behalf of the Company by one of the Company’s executive officers and affirmed
by counsel for the Company, and receipt of the dollar amount specified in the Extension Letter on or prior to the Applicable Deadline,
to follow the instructions set forth in the Extension Letter.


 


2. Limited Distributions of Income from Trust Account.


 


(a) Upon written request
from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit E,
the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested by the Company
to cover any income or other tax obligation owed by the Company;


 


(b) The limited distributions
referred to in Sections 2(a) above shall be made only from income collected on the Property. Except as provided in Sections
2(a), no other distributions from the Trust Account shall be permitted except in accordance with Sections 1(i) or 1(j)
hereof; and


 


(c) The Company shall
provide the Representative with a copy of any Termination Letter, Amendment Notification Letter, and/or any other correspondence
that it issues to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after such issuance. 


 



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3. Agreements and Covenants of the Company. The Company
agrees and covenants to:


 


(a) Give all instructions
to the Trustee hereunder in writing, signed by the Company’s Chief Executive Officer, Executive Vice President, Chief Financial
Officer or other authorized officer. In addition, except with respect to its duties under Sections 1(i), 1(j), and
2(a) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice
or instruction which it in good faith believes to be given by any one of the persons authorized above to give written instructions,
provided that the Company shall promptly confirm such instructions in writing;


 


(b) Subject to the
provisions of Section 5 of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against any and
all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim,
potential claim, action, suit, or other proceeding brought against the Trustee which in any way arises out of or relates to this
Agreement, the services of the Trustee hereunder, or the Property or any income earned from investment of the Property, except
for expenses and losses resulting from the Trustee’s gross negligence or willful misconduct. Promptly after the receipt by
the Trustee of notice of demand or claim or the commencement of any action, suit, or proceeding, pursuant to which the Trustee
intends to seek indemnification under this paragraph, it shall notify the Company in writing of such claim (hereinafter referred
to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such
Indemnified Claim, provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel,
which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written
consent of the Company, which consent shall not be unreasonably withheld. The Company may participate in such action with its own
counsel;


 


(c) Pay the Trustee
an initial acceptance fee, an annual fee, and a transaction processing fee for each disbursement made pursuant to Sections 2(a)
as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly
understood that the Property shall not be used to pay such fees and further agreed that any fees owed to the Trustee shall be deducted
by the Trustee from the disbursements made to the Company pursuant to Section 1(i) solely in connection with the consummation
of a business combination (a “Business Combination”). The Company shall pay the Trustee the initial acceptance
fee and first year’s fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date;


 


(d) In connection with
any vote of the Company’s stockholders regarding a Business Combination, provide to the Trustee an affidavit or certificate
of a firm regularly engaged in the business of soliciting proxies and/or tabulating stockholder votes verifying the vote of the
Company’s stockholders regarding such Business Combination;


 


(e) In the event that
the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company agrees
that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement;


 


(f) If the Company
has an Amendment approved by its stockholders, provide the Trustee with an Amendment Notification Letter in the form of Exhibit
C providing instructions for the distribution of funds to Public Stockholders who exercise their conversion rights in connection
with such Amendment;


 



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(g) If applicable,
issue a press release at least three days prior to the Applicable Deadline announcing that, at least five days prior to the Applicable
Deadline, the Company received notice from the Sponsor that the Sponsor intends to extend the Applicable Deadline; and


 


(h) Promptly following
the Applicable Deadline, disclose whether or not the term the Company has to consummate a Business Combination has been extended.


 


4. Limitations of Liability. The Trustee shall have no
responsibility or liability to:


 


(a) Take any action
with respect to the Property, other than as directed in Sections 1 and 2 hereof, and the Trustee shall have no liability
to any party except for liability arising out of its own gross negligence or willful misconduct;


 


(b) Institute any proceeding
for the collection of any principal and income arising from, or institute, appear in, or defend any proceeding of any kind with
respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein
to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(c) Change the investment
of any Property, other than in compliance with Section 1(c);


 


(d) Refund any depreciation
in principal of any Property;


 


(e) Assume that the
authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise
in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) The other parties
hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith
and in the exercise of its own best judgment, except for its gross negligence or willful misconduct. The Trustee may rely conclusively
and shall be protected in acting upon any order, notice, demand, certificate, opinion, or advice of counsel (including counsel
chosen by the Trustee), statement, instrument, report, or other paper or document (not only as to its due execution and the validity
and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is
believed by the Trustee, in good faith, to be genuine and to be signed or presented by the proper person or persons. The Trustee
shall not be bound by any notice or demand, or any waiver, modification, termination, or rescission of this Agreement or any of
the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and,
if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(g) Verify the correctness
of the information set forth in the Registration Statement or to confirm or assure that any Business Combination consummated by
the Company or any other action taken by it is as contemplated by the Registration Statement;


 



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(h) File local, state,
and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account or deliver payee statements
to the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the
Property;


 


(i) Pay any taxes on
behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such
taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released to it under Section 2(a)
hereof) or monitor whether sufficient funds remain in the trust account for the payment of taxes prior to the disbursement of funds
to reimburse working capital expenses;


 


(j) Imply obligations,
perform duties, inquire, or otherwise be subject to the provisions of any agreement or document other than this agreement and that
which is expressly set forth herein; or


 


(k) Verify calculations,
qualify, or otherwise approve Company requests for distributions pursuant to Sections 1(i), 1(j), or 2(a)
above.


 


5. Trust Account Waiver. The Trustee
has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in,
the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in
the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under
Section 3(b) or Section 3(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets
outside the Trust Account and not against the Property or any monies in the Trust Account.


 


6. Termination. This Agreement shall terminate as follows:


 


(a) If the Trustee
gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts
to locate a successor trustee during which time the Trustee shall act in accordance with this Agreement. At such time that the
Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to the
terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but
not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall
terminate; provided, however, that, in the event that the Company does not locate a successor trustee within ninety (90) days of
receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with any
court in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit,
the Trustee shall be immune from any liability whatsoever; or


 


(b) At such time that
the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of Section 1(i) hereof,
and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except
with respect to Section 3(b) and Section 5.


 



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7. Miscellaneous.


 


(a) The Company and
the Trustee will each restrict access to confidential information relating to funds being transferred to or from the Trust Account
to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may
have obtained access to such information, or of any change in its authorized personnel. In executing funds transfers, the Trustee
will rely upon all information supplied to it by the Company, including account names, account numbers, and all other identifying
information relating to a beneficiary, beneficiary’s bank, or intermediary bank. The Trustee shall not be liable for any
loss, liability, or expense resulting from any error in the information supplied to it or funds transferred based on such information.


 


(b) This Agreement
shall be governed by and construed and enforced in accordance with 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 parties hereto
consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of Manhattan, for
purposes of resolving any disputes hereunder. As to any claim, cross-claim, or counterclaim in any way relating to this Agreement,
each party waives the right to trial by jury.


 


(c) This Agreement
may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall
constitute but one instrument.


 


(d) This Agreement
contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Sections
1(i) and 1(j) (which may not be amended under any circumstances), this Agreement or any provision hereof may only be
changed, amended, or modified by a writing signed by each of the parties hereto; provided, however, that no such change, amendment
or modification may be made without the prior written consent of the Representative. The Trustee may require from Company counsel
an opinion as to the propriety of any proposed amendment.


 


(e) Any notice, consent
or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent
by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery, by email or
by facsimile transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Fl


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


Email: fwolf@continentalstock.com


Email: cgonzalez@continentalstock.com


 



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if to the Company, to:


 


Greenrose Acquisition Corp.


1000 Woodbury Road, Suite #212


Woodbury, NY 11797


Attn: William Harley III, CEO


E-mail: mickey@greenrosecorp.com


 


in either case with a copy (which copy shall
not constitute notice) to:


 


Imperial Capital, LLC


10100 Santa Monica Blvd., Suite
2400


Los Angeles, CA 90067


Attn: Chris Shepard


E-mail: cshepard@imperialcapital.com


 


and


Tarter Krinsky & Drogin LLP


1350 Broadway, 11th Fl


New York, NY 10018


Attn: Guy Molinari, Esq.


E-mail: gmolinari@tarterkrinsky.com


 


And


 


K&L Gates LLP


10100 Santa Monica Blvd., Suite
2400


Los Angeles, CA 90067


Attn: Leib Orlanski, Esq.


Email: leib.orlanski@klgates.com


 


(f) This Agreement
may not be assigned by the Trustee without the prior consent of the Company.


 


(g) Each of the Trustee
and the Company hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement
and to perform its respective obligations as contemplated hereunder.


 


(h) Each of the Company
and the Trustee hereby acknowledge that the Representative is a third party beneficiary of this Agreement.


 


[SIGNATURE PAGE FOLLOWS]


 



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


 


	 	CONTINENTAL STOCK TRANSFER & 

TRUST COMPANY, as Trustee
	 	 	 	 
	 	By:	/s/
Francis Wolf           
	 	 	Name: 	 Francis Wolf
	 	 	Title:	 Vice President
	 	 	 	 
	 	GREENROSE ACQUISITION CORP.
	 	 	 	 
	 	By:	/s/
William F. Harley III              
	 	 	Name: 	 William F. Harley III
	 	 	Title:	 Chief Executive Officer


 


 




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