Item 1.01 Entry into a Material Definitive Agreement.





Strict Foreclosure Agreement

As previously disclosed, The Greenrose Holding Company Inc. ("Holdings") and its subsidiaries Theraplant, LLC ("Theraplant") and True Harvest Holdings, Inc. ("TH", together with Holdings and Theraplant, the "Greenrose Entities") received notices of default under the Credit Agreement, by and among, inter alios, Holdings, TH, Theraplant, the lenders identified therein (the "Lenders") and DXR Finance, LLC (the "Agent"), dated November 26, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "Credit Agreement"). As previously disclosed, the Greenrose Entities also entered into a Forbearance Agreement on October 12, 2022, as amended and reinstated on February 6, 2023, and a Transaction Support Agreement on November 10, 2022, as amended on February 6, 2023 (the "TSA"), each with the Lenders and Agent. Pursuant to the TSA, the Greenrose Entities were to seek and pursue a qualifying alternative transaction, which if unsuccessful after a 50 day period (which was subsequently extended through January 30, 2023), then required the Greenrose Entities to enter into a consensual foreclosure with DXR-GL Holdings I, LLC ("DXR-I"), DXR-GL Holdings II, LLC ("DXR-II"), and DXR-GL Holdings III, LLC ("DXR-III") (DXR-III, together with DXR-I and DXR-II, the "Consenting Lenders"), Agent and a newly formed company, subject to finalizing definitive documents. The TSA sets forth the key terms and structure for the foreclosure, as previously disclosed in Holdings' Form 8-K filed with the Securities and Exchange Commission (the "SEC") on November 13, 2022. Consistent with the terms of the TSA, the Greenrose Entities marketed themselves and their assets with the goal of receiving binding transaction proposals for a qualifying alternative transaction to the foreclosure. No proposals were received that satisfied the required hurdle amount or were otherwise reasonably acceptable to the Lenders.

As previously disclosed, on February 9, 2023, the Delaware Court of Chancery issued an order to preserve the status quo at Holdings in response to a lawsuit filed by William Harley III and Greenrose Associates, LLC seeking a determination by the court concerning, among other things, the proper officeholders of the board of directors of Holdings (the "Status Quo Order"). The Status Quo Order limits Holdings from engaging in certain actions (or imposes preconditions to certain actions by Holdings), including actions under the TSA. Nothing in the Status Quo Order, however, governs or otherwise impedes the governance or management of True Harvest or any other subsidiary of the Company, including Theraplant.

On March 27, 2023, Theraplant, TH, the Agent, the Consenting Lenders, DXR Finance Parent, LLC, a Delaware limited liability company ("DXR Parent") and DXR Finance HoldCo, LLC, a Delaware limited liability company ("DXR Holdco"), entered into that certain Strict Foreclosure Agreement (the "Foreclosure Agreement"). Capitalized terms used in this report but not otherwise defined have the meaning set forth in the Foreclosure Agreement. "NewCo" for purposes of the Foreclosure Agreement, and as used in this report, means DXR Parent; provided that from and after the time that the Transferred Collateral is transferred to DXR Holdco or a subsidiary of DXR Holdco, "NewCo" will mean DXR Holdco and will no longer mean DXR Parent.

Holdings is not a party to the Foreclosure Agreement, however the Foreclosure Agreement provides that Holdings may become a party to the Foreclosure Agreement by executing a joinder at any time prior to the earlier of: (i) 60 days after a court of competent jurisdiction has determined no Holdings Board Change (as defined in the TSA) has occurred (the "Holdings Outside Date") or (ii) the occurrence of a Holdings Board Change (as defined in the TSA). If Holdings joins the Foreclosure Agreement, the remaining assets of Holdings would be foreclosed upon, and Holdings would obtain the benefits of the Foreclosure Agreement (including the assumption of certain of its liabilities) on substantially the same terms as Theraplant and TH.

The Foreclosure Agreement provides, among other things, that:

? At the applicable closing, Theraplant, True Harvest and Holdings (in the event

it signs a joinder to the Foreclosure Agreement (the "Joinder")) will assign,

transfer and convey its Transferred Collateral to NewCo in exchange for

satisfaction in full and discharge of the applicable obligations and assumption

by NewCo of certain liabilities as further described below.






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o If the foreclosure with respect to each of TH, Theraplant and Holdings (in the

event it signs the Joinder) occur under the Foreclosure Agreement on the same

date, all outstanding debt and obligations under the Credit Agreement (the

"Obligations"), will be satisfied in full, and the liens securing such

Obligations will be fully released and extinguished at the closing other than

$4,107,400 of the Obligations which will be satisfied upon the consummation of

a judicial foreclosure of certain real property.

o If the closings of the foreclosures with respect to TH, Theraplant, and

Holdings (in the event it signs the Joinder), are required to occur at separate

times, the Obligations will be allocated as follows: (i) $20,000,000 of the

Obligations will be satisfied in full, and the liens securing such Obligations

will be fully released and extinguished at the closing of the foreclosure of

TH, (ii) $4,107,400 of the Obligations will be satisfied in full upon

consummation of a judicial foreclosure of certain real property, (iii) if

Holdings becomes a party to the Foreclosure Agreement, $5,000,000 of the

Obligations will be satisfied in full, and the liens securing such Obligations

will be fully released and extinguished at the closing of the Holdings

foreclosure and (iv) all of the remaining Obligations will be satisfied in full

at the closing of the Theraplant foreclosure, excluding certain Obligations

under the Credit Agreement or other Loan Documents that are expressly

contemplated to survive after giving effect to the mutual release agreement.

? At the applicable closing, NewCo will (i) assume certain liabilities of

Theraplant, TH and Holdings (in the event it signs the Joinder), including

accounts payable, liabilities under assumed contracts, and liabilities arising

under certain guarantees, (ii) assume certain employee liabilities of employees

and independent contractors of Holdings and all employee liabilities of

Theraplant and TH, except for certain specified severance obligations, (iii) in

addition to its obligation to offer employment to all employees of TH and

Theraplant on terms substantially similar, and substantially comparable

benefits, as such employees' existing employment agreements, NewCo will

maintain such terms and benefits for a period of six months following the

consummation of the Foreclosure Transaction (to the extent such employee

remains an employee of NewCo), and (iv) agree to fund certain anticipated tax


   liabilities.




Conditions to Closing

The closing(s) are generally subject to certain closing conditions as set forth in the Foreclosure Agreement. The conditions to each closing include, among others, receipt of required regulatory approvals, the execution of a mutual release agreement and indemnification agreements in favor of certain officers, directors, and consultants of TH, Theraplant and Holdings remaining in effect. Additionally, if the closings of Theraplant and TH do not occur on the same day, then, as condition to the first closing to occur under the Foreclosure Agreement, Theraplant, TH, the Consenting Lenders and Agent must agree on a 13-week cash-flow forecast for expenses of the entity not consummating such foreclosure, for the 13-week period following the applicable closing and NewCo will fund any shortfalls in cash identified in such 13-week cash flow forecast at closing or thereafter in accordance with the Foreclosure Agreement.





Termination

The Foreclosure Agreement may be terminated prior to the closings: (1) by the mutual written consent of the parties; (2) by Theraplant, TH and Holdings (in the event it signs the Joinder), if the Agent or NewCo have breached any representation or warranty or failed to comply with any covenant or agreement applicable to the Agent, NewCo or any Consenting Lenders that would cause certain condition precedent not to be satisfied, and (i) such breach is not waived in writing by Theraplant, TH and Holdings (in the event it signs the Joinder) or (ii) if such breach has not been waived in writing by Theraplant, TH and Holdings (in the event it signs the Joinder) but is curable and is not cured by the Agent and NewCo prior to the earlier to occur of (A) ten days after receipt by the Agent or NewCo of Theraplant's, TH's and Holdings's (in the event it signs the Joinder) notice of their intent to terminate the Foreclosure Agreement and (B) the date that is 90 days from the date on which the Foreclosure Agreement is first presented by Theraplant, TH and Holdings (in the event it signs the Joinder) to the Connecticut Department of Consumer Protection in connection with the Connecticut regulatory approval and cannabis licensing process or such other date as mutually agreed in writing by the parties if consummation of the foreclosures has not yet occurred (such date, the "Foreclosure Outside Date"); (3) by the Agent and NewCo, if any of Theraplant, . . .

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.04.

As previously disclosed, on October 2, 2022, October 10, 2022, October 14, 2022, January 31, 2023 and February 1, 2023, Holdings received various notices of default regarding certain defaults or events of default that had occurred and were outstanding under the Credit Agreement. On March 25, 2023, Holdings, TH and Theraplant received a Notice of Acceleration (the "Notice of Acceleration") from the legal representatives of the Agent in reference to (i) that certain Credit Agreement; (ii) that certain Security Agreement, dated as of November 26, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "Security Agreement"), by and among, inter alios, Holdings, TH, Theraplant, the other grantors from time to time party thereto and the Agent; and (iii) that certain Guaranty, dated as of November 26, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time (the "Guaranty"), by and among, inter alios, Holdings, TH, Theraplant, the other guarantors from time to time party thereto and the Agent. The Notice of Acceleration declared that all of the principal of, and any and all accrued and unpaid interest, premium and fees in respect of, the term loans extended under the Credit Agreement and all other obligations, whether evidenced by the Credit Agreement, the Security Agreement, the Guaranty or any of the other loan documents, were to be accelerated as of the date thereof.

Item 9.01. Financial Statements and Exhibits.





Exhibit
Number     Exhibit Description
10.1*        Foreclosure Agreement
104        Cover Page Interactive Data File (formatted in Inline XBRL and
           contained in Exhibit 10.1)

* Certain schedules and exhibits to this agreement have been omitted in

accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted

schedule and/or exhibit will be furnished as a supplement to the SEC upon


  request.




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