REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 19th, 2008 • Greenwich PMV Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2008, by and among Greenwich PMV Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • September 19th, 2008 • Greenwich PMV Acquisition Corp. • Blank checks • New York
Agreement made as of _________, 2008 between Greenwich PMV Acquisition Corp., a Delaware corporation, with offices at 140 Greenwich Avenue, Greenwich, Connecticut 06830 (“Company”), and American Stock Transfer & Trust Company, a New York corporation, with offices at 59 Maiden Lane, New York, New York 10038 (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 19th, 2008 • Greenwich PMV Acquisition Corp. • Blank checks • New York
This Agreement is made as of , 2008 by and between Greenwich PMV Acquisition Corp. (the “Company”), located at 140 Greenwich Avenue, Greenwich, Connecticut 06830 and American Stock Transfer & Trust Company (“Trustee”), located at 59 Maiden Lane, New York, New York 10038.
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • September 19th, 2008 • Greenwich PMV Acquisition Corp. • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of _________, 2008 (“Agreement”), by and among GREENWICH PMV ACQUISITION CORP., a Delaware corporation (“Company”), GREENWICH ACQUISITION, _________ and _________(collectively “Initial Stockholders”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
GREENWICH PMV ACQUISITION CORP.Administrative Services Agreement • September 19th, 2008 • Greenwich PMV Acquisition Corp. • Blank checks
This letter will confirm our agreement that, commencing on the effective date (“Effective Date”) of the registration statement for the initial public offering (“IPO”) of the securities of Greenwich PMV Acquisition Corp. (“Greenwich PMV”) and continuing until the earlier of the consummation by Greenwich PMV of a “Business Combination” or Greenwich PMV’s liquidation (in each case as described in Greenwich PMV’s IPO prospectus) (such earlier date hereinafter referred to as the “Termination Date”), GGCP, Inc. shall make available to Greenwich PMV certain administrative services as may be required by Greenwich PMV from time to time, situated at 140 Greenwich Avenue, Greenwich, Connecticut 06830 (or any successor location). In exchange therefor, Greenwich PMV shall pay GGCP, Inc. the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
Subscription AgreementSubscription Agreement • September 19th, 2008 • Greenwich PMV Acquisition Corp. • Blank checks
The undersigned hereby subscribes for and agrees to purchase Warrants (“Private Placement Warrants”) at $1.00 per Insider Warrant, each to purchase one share of common stock, par value $0.0001 per share, of Greenwich PMV Acquisition Corp. (the “Corporation”) for an aggregate purchase price of $ (“Purchase Price”). The purchase and issuance of the Private Placement Warrants shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”) which is being underwritten by the underwriters set forth in the Company’s IPO prospectus included in the Registration Statement, for which Ladenburg Thalmann & Co. Inc. (“Ladenburg”) is acting as representative. The Private Placement Warrants will be sold to the undersigned on a private placement basis and not part of the IPO. Except as set forth herein, the Private Placement Warrants shall be identical to the warrants issued in the IPO.
