Subscription Agreement
As of __________, 2011
To the
Board of Directors of
Gentlemen:
The undersigned hereby subscribes for
and agrees to purchase _____ warrants (“Warrants”), each to purchase one
Ordinary Share, at $0.50 per Warrant, of Green Power Enterprises, Inc. (the
“Corporation”) for an aggregate purchase price of $_____ (“Purchase
Price”). The purchase and issuance of the Warrants shall occur
simultaneously with the consummation of the Corporation’s initial public
offering of securities (“IPO”) which is being underwritten by Xxxxxx &
Xxxxxxx, LLC (“Xxxxxx”). The Warrants will be sold to the undersigned
on a private placement basis and not part of the IPO.
At least
24 hours prior to the effective date of the registration statement filed in
connection with the IPO (“Registration Statement”), the undersigned shall
deliver the Purchase Price to Xxxxxxxx Xxxxxx, as escrow agent (“Escrow Agent”),
to hold in a non-interest bearing account until the Corporation consummates the
IPO. Simultaneously with the consummation of the IPO, the Escrow
Agent shall deposit the Purchase Price, without interest or deduction, into the
trust fund (“Trust Fund”) established by the Corporation for the benefit of the
Corporation’s public shareholders as described in the Corporation’s Registration
Statement, pursuant to the terms of an Investment Management Trust Agreement to
be entered into between the Corporation and Continental Stock Transfer &
Trust Company. In the event that the IPO is not consummated within 14
days of the date the Purchase Price is delivered to the Escrow Agent, the Escrow
Agent shall return the Purchase Price to the undersigned, without interest or
deduction.
The
undersigned represents and warrants that he has been advised that the Warrants
have not been registered under the Securities Act; that he is acquiring the
Warrants for its account for investment purposes only; that he has no present
intention of selling or otherwise disposing of the Warrants in violation of the
securities laws of the United States; that he is an “accredited investor” as
defined by Rule 501 of Regulation D promulgated under the Securities Act of
1933, as amended (the “Securities Act”); and that he is familiar with the
proposed business, management, financial condition and affairs of the
Corporation.
Moreover,
the undersigned agrees that he shall not sell or transfer the Warrants or any
underlying securities (except to (i) the undersigned’s officer’s, directors
and/or employees or the undersigned’s members upon its liquidation, in each case
if the undersigned is an entity or (ii) by bona fide gift to a member of the
undersigned’s immediate family or to a trust, the beneficiary of which is the
undersigned or a member of the undersigned’s immediate family for estate
planning purposes, by virtue of the laws of descent and distribution upon death
or pursuant to a qualified domestic relations order, in each case if the
undersigned is an individual, and in all cases provided the transferee agrees to
be bound by the restrictions set forth in this subscription agreement) until
after the Corporation consummates a merger, capital stock exchange, asset
acquisition or other similar business combination with an operating business
(“Business Combination”) and acknowledges that the certificates for such
Warrants shall contain a legend indicating such restriction on
transferability.
The
Warrants will be identical to the warrants underlying the units being offered by
the Corporation in the IPO except that the Corporation hereby acknowledges and
agrees that the Warrants shall not be redeemable by the Corporation and shall be
exercisable on a cashless basis by surrendering such Warrants for that number of
Ordinary Shares equal to the quotient obtained by dividing (x) the product of
the number of Ordinary Shares underlying the Warrants, multiplied by the
difference between the Warrant exercise price and the “Fair Market Value”
(defined below) by (y) the Fair Market Value; provided, however, that no
cashless exercise shall be permitted unless the Fair Market Value is higher than
the exercise price. The “Fair Market Value” shall mean the average
reported last sale price of the Ordinary Shares for the 10 trading days ending
on the day prior to the date of exercise, in each case so long as the Warrants
are held by the undersigned or his affiliates.
The
undersigned hereby waives any and all right, title, interest or claim of any
kind in or to any distributions from the Trust Fund with respect to any Ordinary
Shares acquired by the undersigned in connection with the exercise of the
Warrants purchased hereby pursuant to this Agreement (“Claim”) and hereby waives
any Claim the undersigned may have in the future as a result of, or arising out
of, any contracts or agreements with the Corporation and will not seek recourse
against the Trust Fund for any reason whatsoever.
The
undersigned hereby waives any and all rights to assert any present or future
claims, including any right of rescission, against the Corporation or the
underwriters in the IPO with respect to their purchase of the Warrants, and the
undersigned agrees to indemnify and hold the Corporation and the underwriters in
the IPO harmless from all losses, damages or expenses that relate to claims or
proceedings brought against the Corporation or such underwriters by the
undersigned of the Warrants.
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Very
truly yours,
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Agreed
to:
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By:
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Name:
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Title:
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Xxxxxx
& Xxxxxxx, LLC
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By:
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Name:
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Title:
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Xxxxxxxx
Xxxxxx
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By:
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Name:
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Title:
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177871.2
