Item 1.01 Entry into a Material Definitive Agreement
Amendment To Theraplant Merger Agreement
On November 26, 2021, The
Greenrose Holding Company, Inc. (formerly known as Greenrose Acquisition Corp.) (“Greenrose” or the “Company”)
entered into an amendment (the “Amendment No. 2”) to the Agreement and Plan of Merger dated as of March 12, 2021, by and among
Greenrose Acquisition Corp., GNRS CT Merger Sub, LLC, Theraplant, LLC (“Theraplant”) and Shareholder Representative Services
LLC, as amended (the “Merger Agreement”).
Pursuant to Amendment No.
2, the “Aggregate Consideration” to be paid by Greenrose in respect of the Theraplant merger will equal “Cash Consideration”
in the amount of One Hundred Million Dollars ($100,000,000), minus the escrow amount, the expense amount, the Managing Member Expense
Amount (as defined in the Merger Agreement), and the Deferred Cash Payment Amount described below. Furthermore, Aggregate Consideration
would include the amount equal to the difference between the Estimated Closing Net Working Capital and the Base Net Capital (each as defined
in the Merger Agreement). The Aggregate Consideration would include the amount released from the Escrow and Expense Fund, the amount released
from the Managing Member Expense Fund, and the Stock Consideration comprised of five million (5,000,000) unregistered shares of Greenrose
common stock valued at $10.00 per share, valued in the aggregate amount of Fifty Million Dollars ($50,000,000). The Merger Agreement as
amended provides that the Stock Consideration is subject to upward adjustment in the event a registration statement covering the resale
of the Stock Consideration has not been declared effective 7 days after the Merger and the Parent Stock Price is less than $10.00 per
share. In such circumstances, Greenrose has agreed to issue additional Parent Common Stock in such number of additional shares of Parent
Common Stock, to be confirmed by the Theraplant Steering Committee, that, when multiplied by the Parent Common Stock Price (determined
pursuant to the Merger Agreement) would increase the Stock Consideration to $50,000,000; provided that the number of shares of additional
Common Stock Greenrose shall issue shall not exceed $5,000,000 in additional Parent Stock.
Amendment No. 2 provides for
a Deferred Cash Payment Amount in the amount of ten million dollars ($10,000,000) plus simple interest at the rate of nine percent (9%)
per annum, payable in equal monthly installments during the first twelve months following the closing of the merger contemplated by the
Merger Agreement. The Deferred Cash Payment Amount may, at the election of the Theraplant Steering Committee, be converted (in whole or
in part and at any time or from time to time), into common stock of Greenrose at a price per share of $10.00, subject to adjustment.
Any agreement of Greenrose
with any third-party financing source shall expressly permit payment by Greenrose of the Deferred Cash Payment Amount (either in cash
or common stock of Greenrose) (i) with respect to the first six monthly payments, without restriction, and (ii) with respect to the last
six monthly payments, subject solely to blockage by the such financing source as a result of an Event of Default (as defined in the credit
agreement between Greenrose and such financing source) as a result of a payment default or in the event such financing source accelerates
its loan to Greenrose.
The foregoing description
of the Amendment No. 2 is qualified in its entirety by reference to the full text of the Amendment No. 2, which is attached hereto as
Exhibit 2.1 and is incorporated herein by reference.