Exhibit 4.2


 


Registration
Rights Agreement – THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY JURISDICTION. THIS WARRANT AND THE SECURITIES
REPRESENTED BY THIS WARRANT MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, ENCUMBERED, HYPOTHECATED, OR OTHERWISE DISPOSED
OF EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO THIS WARRANT AND/OR THE SECURITIES REPRESENTED BY THIS WARRANT THAT
IS EFFECTIVE UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAW OR (B) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION
UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAW.


 


THE GREENROSE HOLDING COMPANY INC.

a Delaware corporation


 


WARRANT NO. 1


 


Issue Date: November 26, 2021


 


This certifies that, for value
received, DXR Finance, LLC or its permitted assigns (the “Holder”) is entitled to acquire from THE GREENROSE HOLDING
COMPANY INC., a Delaware corporation (the “Company”), in whole or in part, up to 2,000,000 fully paid and nonassessable
shares of the Company’s Non-voting Common Stock of the Company (“Common Shares”), and any other common shares
other securities issued or deemed to be issued pursuant to Section 12 (collectively, the “Warrant Interest”),
at a purchase price per share equal to the Exercise Price, all on the terms and conditions and subject to the adjustments provided for
in this Warrant.


 


1. Definitions.
The following terms, as used in this Warrant, have the following respective meanings:


 


“Business Day”
means any day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required to close.


 


“Company”
has the meaning set forth in the preamble.


 


“Equity Equivalents”
means any rights, warrants, options, or exchangeable securities or indebtedness, or other rights, in each case to be issued or exercisable
for or convertible or exchangeable into, directly or indirectly, Common Shares, or any other equity security or equity interest of the
Company, whether at the time of issuance, upon the passage of time or the occurrence of some future event, or both. For the avoidance
of doubt, the term “Equity Equivalents” shall not include the Warrant Interests issued pursuant hereto.


 


“Exchange”
means any of the following markets or exchanges, if any, on which the Common Shares are listed or quoted for trading on the date in question:
(i) The Nasdaq Stock Market (or any successors thereto) or the New York Stock Exchange (or any successors thereto) or (ii) if the Common
Shares are not then listed on an exchange identified in clause (i), the principal other U.S. national or regional securities exchange
or market (including, for such purpose, the OTC Bulletin Board or OTC Markets Group), if any, on which the Common Shares are listed or
admitted for trading or quoted.


 






     


     


    

 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations issued thereunder.


 


“Exercise Price”
means $0.01 per share.


 


“Expiration Date”
has the meaning set forth in Section 3.


 


“Fair Market Value”
means, as of any date, (a) if the Common Shares for which the Warrants are exercisable are then traded on an Exchange, the volume weighted
average closing price for the ten (10) consecutive Trading Days ending on (and including) the Trading Day immediately prior to such date,
and (b) if the Common Shares for which the Warrants are exercisable are not so traded on an Exchange, the fair market value of an Common
Share as determined by the Company in good faith, using one or more valuation methods that the Company in its reasonable judgment determines
to be most appropriate, assuming such Common Shares are fully distributed and are to be sold in an arm’s-length transaction and
there was no compulsion on the part of any party to such sale to buy or sell and taking into account all relevant factors.


 


“Financing Agreement”
has the meaning set forth in Section 2.


 


“Holder”
has the meaning set forth in the preamble.


 


“Person”
means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, incorporated organization, association,
corporation, institution or other entity.


 


“Prospectus”
means the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement with respect to the
terms of the offering of any of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements
to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus.


 


“Register, registered,
and registration” shall refer to a registration effected by preparing and (a) filing a Registration Statement in compliance
with the Securities Act and applicable rules and regulations thereunder, and the declaration of or automatic effectiveness of such Registration
Statement or (b) filing a Prospectus and/or prospectus supplement in respect of an appropriate effective Registration Statement on Form
S-3.


 


“Registrable Securities”
means Common Shares or other securities issuable under the Warrants on the Issuance Date and at any time during the term of this Agreement.
Registrable Securities shall continue to be Registrable Securities (whether they continue to be held by the Holder or they are sold to
other Persons) until (i) they are sold pursuant to an effective Registration Statement under the Securities Act; (ii) they may be sold
by their holder pursuant to Rule 144 without limitation thereunder on volume or manner of sale; or (iii) they shall have otherwise been
transferred and new securities not subject to transfer restrictions under any federal securities laws and not bearing any legend restricting
further transfer shall have been delivered by the Company, all applicable holding periods shall have expired, and no other applicable
and legally binding restriction on transfer by the Holder thereof shall exist under the Securities Act.


 






    2


     


    

 


“Registration Rights”
means the rights of Holders set forth in Section 14 to have shares of Registrable Securities registered under the Securities Act
for sale under one or more effective Registration Statements.


 


“Registration Statement”
means any registration statement filed by the Company under the Securities Act pursuant to the Registration Rights, including the Prospectus,
any amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all material
incorporated by reference in such registration statement.


 


“Securities Act”
means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.


 


“Trading Day”
means a day on which trading in the Common Share occurs on the Exchange; provided that if the Common Shares are not so listed or
traded, “Trading Day” means a Business Day.


 


“Transfer”
shall mean any sale, transfer, assignment, pledge, conveyance or other disposition, whether accomplished directly or indirectly, in one
transaction or a series of related transactions, including without limitation by merger, operation of law, bequest or pursuant to any
domestic relations order, whether voluntarily or involuntarily, or otherwise. “Transferor” and “Transferee” shall
mean, with respect to any Transfer, the Person who makes or receives such Transfer, respectively.


 


“Warrant”
means this warrant.


 


“Warrant Interests”
has the meaning set forth in the preamble.


 


“Whole Company Transaction”
has the meaning set forth in Section 12(C).


 


2. Warrant
Interests; Exercise Price. The number of Warrant Interests and the Exercise Price are subject to adjustment as provided herein, and
all references to “Warrant Interests” and “Exercise Price” herein shall be deemed to include any such adjustment
or series of adjustments. This Warrant is issued in connection with that certain Credit Agreement, by and among the Company as borrower,
the other Loan Parties party thereto from time to time, the lenders party thereto from time to time (together with their respective successors
and permitted assigns in such capacity, the “Lenders”), and the Holder as agent for the Lenders (as amended, restated,
supplemented, or otherwise modified from time to time in accordance with its terms, the “Financing Agreement”).


 


3. Exercise
of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the
Warrant Interests represented by this Warrant is exercisable, in whole or in part into Common Shares by the Holder, at any time or from
time to time, by (A) the surrender of this Warrant and a Notice of Exercise, in the form attached as Exhibit A hereto, duly completed
and executed on behalf of the Holder, at the principal executive office of the Company located at 111 Broadway, Amityville, New York 11701(or
such other office or agency of the Company in the United States as the Company may designate by notice in writing to the Holder at the
address of the Holder appearing on the books of the Company), and (B) at the Holder’s option, (i) payment of the Exercise Price
for the Warrant Interests thereby purchased at the election of the Holder by tendering in cash, by certified or cashier’s check
payable to the order of the Company, or by wire transfer of immediately available funds to an account designated by the Company or (ii)
instructing the Company to withhold a number of Common Shares issuable upon exercise of the Warrants being exercised with an aggregate
Fair Market Value as of the date the Notice of Exercise is delivered equal to the aggregate Exercise Price, which shall be treated as
the payment of the aggregate Exercise Price therefor.


 






    3


     


    

 


Upon the Warrant Agent’s
receipt of a Notice of Exercise and instructions to withhold a number of Common Shares pursuant to Section 3.2(B)(ii), the Company
shall, as promptly as practicable, determine the Fair Market Value of the Common Shares and provide the Holder with a calculation of the
number of Common Shares required to be withheld pursuant to Section 3.2(B)(ii).


 


Notwithstanding any other provision
hereof, an exercise of any portion of this Warrant may, at the election of the Holder, be conditioned upon the consummation of a particular
transaction by the Company, in which case, such exercise shall not be deemed to be effective until the consummation of such transaction.


 


If this Warrant shall have been
exercised only in part, the Company shall, within five (5) Business Days of such exercise, deliver to the Holder either (a) a new warrant,
substantially identical to this Warrant, dated the date it is issued evidencing the rights of the Holder to purchase the remainder of
the Warrant Interests called for by this Warrant or (b) this Warrant bearing an appropriate notation of such partial exercise but in any
case the failure to do so shall not affect the Holder’s rights as a Holder.


 


The Company shall use reasonable
best efforts to assist and cooperate with the Holder or any purchaser or assignee that is required to make any governmental filings or
to obtain any governmental approvals prior to or in connection with any exercise of this Warrant (including, without limitation, making
any filings required to be made by the Company).


 


Notwithstanding any other provision
hereof, if current U.S. federal laws regarding cannabis remain unchanged or the cultivation, manufacture, distribution, or possession
of cannabis otherwise remains illegal under U.S. federal law, then upon exercise of the Warrant the Holder may elect to receive either
(i) the Warrant Interests or (ii) a cash amount equal to the Fair Market Value of such Warrant Interests (an election to receive cash
pursuant to the foregoing, a “Cash Election”). If, at the time of such election, the payment of cash pursuant to clause
(ii) above would result in the Company’s liquidity to be less than would be sufficient to capital to enable th Company to pay its
obligations in the ordinary course as they become due, the Holders shall have the option to be paid, in whole or in part, in the form
of two-year secured promissory note with a rate of interest equal to the Company’s current secured borrowing rate, in form and substance
reasonably acceptable to the Holder.


 






    4


     


    

 


This Warrant shall expire and
no longer be exercisable on the earlier of the fifth (5th) anniversary of the date hereof (as it may have been extended hereunder, the
“Expiration Date”) and the termination of this Warrant in accordance with Section 13 hereof; provided that the
Expiration Date may be extended at the option of the Holder by successive one-year periods if, as of the Expiration Date absent such an
extension, the cultivation, manufacture, distribution, or possession of cannabis remains illegal under U.S. federal law; provided further
that in no event may the Expiration Date be extended to a date that is later than the tenth (10th) anniversary of the date hereof.


 


4. Issuance
of Warrant Interests. Upon exercise of the Warrant and receipt by the Company of payment of the Exercise Price or an election for
cashless exercise (in accordance with Section 3 of this Warrant), unless the Holder has made a Cash Election, the Company shall,
as promptly as practicable, and in any event within five (5) Business Days thereafter, cause the Company’s records to reflect the
issuance through book entry of the Warrant Interests in the name of the Holder, and the Company shall promptly provide to the Holder,
upon request, a book-entry confirmation of the Warrant Interests acquired. The Company agrees that the Warrant Interests so issued will
be deemed to have been issued to the Holder as of the close of business on the date on which this Warrant and payment of the Exercise
Price (if applicable) are delivered to the Company in accordance with the terms of this Warrant. The Company will at all times keep reserved
for issuance upon exercise hereof the aggregate number of Warrant Interests as shall be issuable upon exercise of this Warrant in full.
The Company will use reasonable best efforts to ensure that the Warrant Interests may be issued without violation of any applicable law
or regulation or of any requirement of any securities exchange on which the Warrant Interests are listed or traded.


 


In addition to any other restrictions
or legends required by applicable state securities laws, in the event the Company issues certificates evidencing the Warrants Shares,
the certificates shall bear any restrictive legends the Company reasonably determines are required to comply with applicable law.


 


5. Representations;
Warranties and Covenants.


 


(A) The Company represents and
warrants to the Holder as of the date hereof that:


 


(i) All Warrant Interests which
may be issued upon the exercise of this Warrant shall, upon issuance, be duly authorized, validly issued and free of any and all liens
and encumbrances except for liens or encumbrances created by or imposed by the Holder and restrictions on transfer provided for herein
or under applicable federal and state securities laws.


 


(ii) The Company is a corporation
duly organized, validly existing and in good standing under the laws of the State of Delaware.


 


(iii) The Company has all requisite
corporate power and authority to enter into, and perform its obligations under, this Warrant and to issue all Warrant Interests required
to be issued hereunder.


 


(iv) This Warrant has been duly
authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company, enforceable against
it in accordance with its terms except as may be limited by or subject to any bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting creditors’ rights generally.


 






    5


     


    

 


(v) The execution, delivery
and performance of this Warrant by the Company does not and will not conflict with, or result in breach of, any agreement, instrument,
order, judgment, decree, law or governmental regulation to which it is subject.


 


(B) If the Company proposes
at any time to (a) declare a dividend or distribution upon any Common Shares that includes cash, property or securities or (b) effect
the liquidation, dissolution or winding up of the Company or any subsidiary, then, in connection with such proposed action, the Company
shall give the Holder at least five (5) Business Days’ prior written notice, which notice will specify (i) the record date for the
purposes of such dividend, distribution or offer, or if a record is not to be taken, the date as of which the members, or Holders, must
hold such interests of record to be entitled to such dividend or distribution or (ii) the date on which such liquidation, dissolution
or winding up is expected to become binding and, if not the same date, the date it will become effective.


 


(C) The Company covenants that
its issuance of this Warrant shall constitute full authority to its officers who are charged with recording the Warrant Interests in book
entry form to issue and record the Warrant Interests in book entry form upon the valid exercise of this Warrant. The Company will take
all such reasonable action as may be necessary to assure that such Warrant Interests may be issued as provided herein without violation
of any applicable law or regulation.


 


(D) The Holder, by its acceptance
of this Warrant:


 


(i) represents, warrants and
agrees that it is (i) experienced in evaluating and investing in securities, and the Warrants and any Warrant Interests issued upon exercise
thereof are being acquired for its own account, for investment and not with a view to the distribution thereof within the meaning of the
Securities Act, and such Holder is prepared to bear the economic risk of retaining such Warrants and the Warrant Interests, (ii) an “accredited
investor” within the meaning of Rule 501 under the Securities Act and (iii) a “qualified purchaser” for purposes of
Section 2(a)(51) of the Investment Company Act of 1940, as amended;


 


(ii) acknowledges that the Company
will be a private company that does not file reports or other information under the Exchange Act, there will be no publicly available
current information concerning the Company or its financial results and no public market will exist for the disposition or transfer of
the Warrants or the Warrant Interests;


 


(iii) acknowledges and agrees
that the Warrants (including any Warrant Interests issued upon exercise thereof) have not been registered under the Securities Act or
any state securities law, and such Holder may not sell or transfer any Warrants or Warrant Interests in the absence of an effective registration
statement under the Securities Act or an exemption from registration thereunder, subject to the terms relating to the restriction on sales
in this Warrant and, with respect to the Warrant Interests; and


 


(iv) acknowledges that such
Holder has been given the opportunity to ask questions of, and receive answers satisfactory to it from, the Company concerning the business,
finances and operations of the Company.


 






    6


     


    

 


6. Charges,
Taxes and Expenses. Issuance of Common Shares for Warrant Interests to the Holder upon the exercise of this Warrant shall be made
without charge to the Holder for any issue or transfer tax, other governmental charges or other incidental expenses in respect of the
issuance of such certificates, all of which taxes, charges and expenses shall be paid by the Company.


 


7. Transfer/Assignment.


 


(A) Notwithstanding
anything to the contrary contained in this Agreement, no Transfer of Warrants by any Person or issuance of Warrant Interests by the Company
shall be made if such issuance would violate any state or U.S. federal securities laws.


 


(B) If
Holder purports to Transfer Warrants to any Person in a transaction that would violate the provisions of this Warrant or that would violate
any applicable federal or state securities law, such Transfer shall be void ab initio and of no effect.


 


(C) Subject
to the provisions of this Warrant and compliance with applicable securities laws, this Warrant and all rights and obligations hereunder
may be transferred to any Person, in whole or in part, and any such Transfer shall be reflected on the books and records of the Company
maintained pursuant to Section 8 of this Warrant upon surrender of the Warrant with a properly executed form of Assignment attached
hereto as Exhibit B (the “Form of Assignment”) at the principal office of the Company and upon payment of any necessary
transfer tax or other governmental charge imposed upon such transfer. Upon surrender for registration of transfer or exchange of this
Warrant together with a properly executed Form of Assignment and payment of any applicable tax or charge related thereto, the Company
shall, at its sole cost and expense, execute and deliver one or more new Warrants of like tenor which shall be exercisable for a like
aggregate number of Warrant Interests, registered in the name of the Holder and/or a transferee or transferees, as applicable.


 


(D) Each
taker and holder of this Warrant, by taking or holding the same, consents and agrees that when this Warrant shall have been so endorsed,
the Person in possession of this Warrant may be treated by the Company, and all other Persons dealing with this Warrant, as the absolute
owner hereof and as Holder for any purpose and as the Person entitled to exercise the rights represented hereby, any notice to the contrary
notwithstanding; provided, however, that until a transfer of this Warrant is properly made pursuant to the terms of this Warrant and duly
registered on the books of the Company maintained pursuant to Section 8 of this Warrant, the Company may treat the Holder as the
owner for all purposes.


 


(E) The
Company shall not be required to pay any tax or other governmental charge imposed in connection with any transfer of this Warrant, whether
certificated or uncertificated, in any name other than that of Holder, and, in such case, the Company shall not be required to issue such
Warrant Interests or deliver any certificate representing such Warrant Interests, if applicable, until such tax or other governmental
charge has been paid, or it has been established to the Company’s reasonable satisfaction that no tax or other charge is due


 


(F) Any
Transferee of this Warrant or any portion hereof, by their acceptance of this Warrant, is deemed to agree to be bound by the terms and
conditions of this Warrant.


 






    7


     


    

 


8. Registry
of Warrant. The Company shall maintain will maintain at its principal office a registry showing the name and address of the Holder
as the registered holder of this Warrant and will promptly update such register to reflect any transfers made in compliance with the terms
hereof. Until any transfer of this Warrant is reflected in the Warrant Register, the Company may treat the Holder as the absolute owner
hereof for all purposes. This Warrant may be surrendered for exchange or exercise, in accordance with its terms, at the office of the
Company, and the Company shall be entitled to rely in all respects, prior to written notice to the contrary, upon such registry.


 


9. No
Rights as Stockholder. Except as expressly set forth herein, 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.


 


10. Loss,
Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company of evidence reasonably satisfactory to it (provided that
an affidavit shall be satisfactory) of the loss, theft, destruction or mutilation of this Warrant, and in the case of any such mutilation,
upon surrender and cancellation of this Warrant, the Company shall, within three Business Days make and deliver, in lieu of such lost,
stolen, destroyed or mutilated Warrant and (in the case of loss, theft or destruction) of the Holder’s agreement of indemnity reasonably
satisfactory to the Company (provided, if Holder is a financial institution or other institutional investor, then its own agreement shall
be satisfactory), and (in the case of mutilation) upon surrender and cancellation of this Warrant, a new Warrant of like tenor and representing
the right to purchase the same aggregate number of Warrant Interests as provided for in such lost, stolen, destroyed or mutilated Warrant.


 


11.Saturdays, Sundays,
Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein
shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding day that is a Business
Day.


 


12. Adjustments
and Other Rights. The number of Warrant Interests issuable upon exercise of this Warrant shall be subject to adjustment from time
to time as follows; provided, that if more than one subsection of this Section 12 is applicable to a single event, the subsection
shall be applied that produces the largest adjustment and no single event shall cause an adjustment under more than one subsection of
this Section 12 so as to result in duplication:


 


(A) Splits,
Subdivisions, Reclassifications, Combinations; or Issuance of Equity. If the Company shall (i) declare and pay a dividend or make
a distribution on its Common Shares, (ii) subdivide or reclassify the outstanding Common Shares into a greater number of Common Shares,
(iii) combine or reclassify the outstanding Common Shares into a smaller number of Common Shares, or (iv) issue any additional equity
(whether by issuance of new securities, stock split, combination, reclassification, reorganization or otherwise and including, but not
limited to, any Equity Equivalents), then the number of Warrant Interests issuable upon exercise of this Warrant at the time of the record
date for such dividend or distribution or the effective date of such subdivision, combination, reclassification or issuance shall be proportionately
adjusted so that the Holder after such date shall be entitled to purchase the same number of Common Shares (on a fully-diluted basis).


 






    8


     


    

 


(B) Other
Distributions. In case the Company shall fix a record date for the making of a dividend distribution (whether payable in securities
of the Company, cash or other property, or engage in a redemption or repurchase of Common Shares with a similar effect to all holders
of its Common Shares) (a “Dividend”) to its holders of Common Shares or other securities, the Holder (or any transferee,
upon any transfer of the Warrant permitted hereunder) shall receive simultaneously on the payment date of such Dividend, the kind and
amount of securities, cash or other property which the Holder would have been entitled to receive had the Warrant been exercised in full
on the date of such Dividend (or, to the extent the Company fixes a record date for such Dividend, on such record date).


 


(C) Reorganization,
Reclassification, Consolidation or Merger. In the event of any (i) capital reorganization of the Company, (ii) reclassification of
the ownership interests of the Company (other than a change in par value or from par value to no par value or from no par value to par
value), (iii) consolidation or merger of the Company with or into another Person, (iv) sale of all or substantially all of the Company’s
assets to another Person or (v) other similar transactions, in each case which entitles the holders of Common Shares to receive (either
directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for such Common Shares (any transaction
described in clauses (i)-(v) above, a “Whole Company Transaction”), each Warrant shall, immediately after such
Whole Company Transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the Common Shares
then-exercisable under this Warrant, be exercisable for the kind and number of shares of stock or other securities or assets of the Company
or of the successor Person resulting from such transaction to which the Holder would have been entitled upon such Whole Company Transaction
if the Holder had exercised this Warrant in full immediately prior to the time of such Whole Company Transaction and acquired the Common
Shares then-issuable hereunder as a result of such exercise (without taking into account any limitations or restrictions on the exercisability
of this Warrant); and, in such case, appropriate adjustment (in form and substance reasonably satisfactory to the Holder) shall be made
with respect to the Holder’s rights under this Warrant to insure that the provisions of this Warrant shall thereafter be applicable,
as nearly as possible, to any shares of stock, securities or assets thereafter acquirable upon exercise of this Warrant. The provisions
of this Section 12(C) shall similarly apply to successive Whole Company Transactions. The Company shall not, without the prior
written consent of the Holder, effect any Whole Company Transaction unless:


 


(i) the
Company shall have provided the Holder with at least thirty (30) but no more than ninety (90) days’ written notice of such event;
and


 


(ii) prior
to the consummation thereof, the successor Person (if other than the Company) resulting from such reorganization, reclassification, consolidation,
merger, sale or similar transaction, shall assume, by written instrument substantially similar in form and substance to this Warrant and
reasonably satisfactory to the Holder, the obligation to deliver to the Holder, such shares of stock, securities or assets which, in accordance
with the foregoing provisions, such Holder shall be entitled to receive upon exercise of this Warrant.


 


Notwithstanding anything to
the contrary contained herein, with respect to any corporate event or other transaction contemplated by the provisions of this Section
12(C), the Holder shall have the right to elect prior to the consummation of such event or transaction, to exercise in Warrant instead
of giving effect to the provisions contained in this Section 12(C) with respect to this Warrant.


 






    9


     


    

 


(D) Certain
Events. If any event occurs of the type contemplated by the provisions of this Section 12 but not expressly provided for by
such provisions, then the Company shall make an appropriate adjustment in the Exercise Price and the number of Common Shares so as to
protect the rights of the Holder; provided, that no such adjustment shall increase the Exercise Price above, or decrease the number
of Warrant Interests below, such amount as would otherwise be determined pursuant to this Section 12. If the Company shall enter
into any transaction for the purpose of avoiding the application of the provisions of this Section 12, the benefits provided by
such provisions shall nevertheless apply and be preserved.


 


(E) Statement
Regarding Adjustments. Whenever the Exercise Price or the number of Common Shares into which this Warrant is exercisable shall be
adjusted as provided in Section 12, the Company shall forthwith file at the principal office of the Company a statement showing
in reasonable detail the method used in arriving at the adjustment and the Exercise Price that shall be in effect and the number of Common
Shares into which this Warrant shall be exercisable after such adjustment, and the Company shall also cause a copy of such statement to
be sent by mail, first class postage prepaid, to the Holder at the address appearing in the Company’s records.


 


(F) Notice
of Adjustment Event. In the event that the Company shall propose to take any action of the type described in this Section 12,
the Company shall give notice to the Holder, which notice shall specify the record date, if any, with respect to any such action and the
approximate date on which such action is to take place. Such notice shall also set forth the facts with respect thereto as shall be reasonably
necessary to indicate the effect on the Exercise Price and the number, kind or class of shares or other securities or property which shall
be deliverable upon exercise of this Warrant. In the case of any action which would require the fixing of a record date, such notice shall
be given at least 5 days prior to the date so fixed, and in case of all other action, such notice shall be given at least 5 days prior
to the taking of such proposed action, except if it is impracticable to provide such 5 days’ prior notice, then the Company shall
provide such notice as soon as it is reasonably able prior to or after the taking of such proposed action.


 


(G) Proceedings
Prior to Any Action Requiring Adjustment. As a condition precedent to the taking of any action which would require an adjustment pursuant
to this Section 12, the Company shall use reasonable best efforts to take any action which may be necessary in order that the Company
may thereafter validly and legally issue as fully paid and nonassessable all Common Shares that the Holder is entitled to receive upon
exercise of this Warrant pursuant to this Section 12.


 


12. Termination.
This Warrant shall automatically terminate without any further action (i) immediately upon payment being made in respect of this Warrant
as contemplated by Section 3 in connection with an exercise of this Warrant in full or (ii) upon the Expiration Date (to the extent
not extended pursuant to Section 3).


 






    10


     


    

 


13. Reporting
Requirements. The Company shall furnish to the Holder the information required to be provided under Section 5.1 of the Financing
Agreement (as in effect as of date hereof) within the time periods specified in Section 5.1 of the Financing Agreement (as in effect
as of date hereof), whether or not the Financing Agreement remains in effect or has been amended or modified; provided that so
long as Holder or its Affiliates remain a party to the Financing Agreement and the applicable provisions in the Financing Agreement have
not been amended or modified, delivery of such documents under the Financing Agreement shall be deemed to be delivery under this Agreement.


 


14. Governing
Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts
made and to be performed entirely within such State. Each of the parties hereto agrees (a) to submit to the non-exclusive personal jurisdiction
of the state or federal courts in the Borough of Manhattan, the City of New York, (b) that non-exclusive jurisdiction and venue shall
lie in the state or federal courts in the State of New York, and (c) that notice may be served upon such party at the address and in the
manner set forth for such party in Section 17 hereof. To the extent permitted by applicable law, each of the parties hereto hereby
unconditionally waives trial by jury in any legal action or proceeding relating to this Warrant.


 


15. Binding
Effect; No Third-Party Beneficiaries. This Warrant shall be binding upon any successors or permitted assigns of the Company and the
Holder. This Warrant is for the sole benefit of the Company and the Holder and their respective successors and permitted assigns and nothing
herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any
nature whatsoever, under or by reason of this Warrant.


 


16. Amendments.
This Warrant may be amended and the observance of any term of this Warrant may be waived only with the written consent of the Company
and the Holder. The Company shall not amend the Company’s certificate of incorporation in a manner that would adversely affect the
Holder without the prior written consent of the Holder.


 


17. Notices.
Any notice, request, instruction or other document to be given hereunder by any party to the other will be in writing and will be deemed
to have been duly given (a) on the date of delivery if delivered personally, or by electronic mail, upon confirmation of receipt, or (b)
on the second Business Day following the date of dispatch if delivered by a recognized next day courier service. All notices hereunder
shall be delivered as set forth below for the Company or pursuant to such other instructions as may be designated in writing by the party
to receive such notice.


 


If to the Company, to:


 


The Greenrose Holding Company Inc.


111 Broadway


Amityville, NY 11701

Attention: William F. Harley, III, CEO

Telephone:

Email:mickey@greenrosecorp.com


 






    11


     


    

 


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


 


Tarter Krinsky & Drogin LLP


1350 Broadway


New York, NY 10018


Attention: Guy Molinari


Telephone: 212-216-1188


Email: gmolinari@tarterkrinsky.com


 


If to the Holder, to:


 


DXR Finance, LLC

c/o Cogency Global Inc.

850 New Burton Road, Suite 201

Dover, DE 19904


 


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


 


Milbank LLP


55 Hudson Yards


New York, New York 10001

Attention: Al Pisa

Telephone: 212-530-5319

Email: apisa@milbank.com


 


18. Entire
Agreement. This Warrant and the forms attached hereto contain the entire agreement between the parties with respect to the subject
matter hereof and supersede all prior and contemporaneous arrangements or undertakings with respect thereto. In the event of any conflict
between the terms hereof and any other document, the terms of this Warrant shall prevail.


 


19. Counterparts.
This Warrant may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become
effective when one or more such counterparts have been signed by each of the parties and delivered to the other parties. A signed copy
of the Warrant delivered by facsimile, e-mail or other means of electronic transmittal shall be deemed to have the same legal effect as
delivery of an original signed copy of this Warrant.


 


20. Severability.
If any provision hereof (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance
shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability
shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other Persons
or circumstances.


 


[Remainder of page intentionally left blank]


 




    12


     


    

 











EXHIBIT
A


 


[FORM
OF NOTICE OF EXERCISE]


 


Date:
__________


 


TO:
THE GREENROSE HOLDING COMPANY INC.


 


RE:
Election to Purchase Common Shares


 


The
undersigned, pursuant to the provisions set forth in the attached Warrant, hereby agrees to subscribe for and purchase the number of
Common Shares of the Company set forth below covered by such Warrant[, conditional upon the consummation of [insert details of transaction]].
Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Warrant.


 


In
accordance with Section 3 of the Warrant, the undersigned hereby agrees to pay the Exercise Price [in cash, certified or cashier’s
cheque payable to the Company] [by wire transfer of immediately available funds to an account designated by the Company], with respect
to [●] Common Shares, in which case the undersigned shall pay the sum of $0.01 to the Company in accordance with the terms of the
Warrant; and/or


 


The
undersigned requests delivery to be made (check one):


 


	 	 ☐	By delivery of physical certificates
    to:	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 ☐	Through Depository Trust Corporation (Account
    ___________________)	 



 


	 	[HOLDER]	 
	 	 	 
	 	By:	                   
	 	Name:	
	 	Title:	









 






     


     


    

 


EXHIBIT
B


 


ASSIGNMENT
FORM


 


WARRANT
TO PURCHASE APPLICABLE EQUITY INTERESTS OF


 


THE
GREENROSE HOLDING COMPANY INC.


 


(To
be executed upon assignment of Warrant No. ___) 


 


FOR
VALUE RECEIVED, the undersigned, in accordance with the restrictions on transfer of the Warrant Interests described in the Warrant, hereby
sells, assigns and transfers unto ________________________, [the Warrant in whole/____ percentage of the Warrant], together with all
right, title and interest therein, and does hereby irrevocably constitute and appoint _________________________ attorney, to transfer
said Warrant Interests on the books of The Greenrose Holding Company Inc.., a Delaware corporation, with respect to the number of Warrant
Interests set forth below, with full power of substitution in the premises:


 


	 

    Name(s)
    of Assignee(s)
	Address	No.
    of Warrant Interests
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


And
if said number of Warrant Interests shall not be all the number of Warrant Interests represented by the Warrant, a new Warrant is to
be issued in the name of said undersigned for the balance remaining of the Warrants registered by said Warrant.


 


	Dated:	 	 	 	 
	 	 	 	 	 
	 	 	 	[	
	 	 	 	 
		 	 	 	
	 	 	 	]	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	Name:
		 	 	 	Title: