Subscription Agreement
Exhibit 10.7
As of , 2008
To the Board of Directors of
Greenwich PMV Acquisition Corp.:
Greenwich PMV Acquisition Corp.:
Gentlemen:
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 Xxxxxxxx &
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.
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 (“GM”) to hold in a non-interest bearing account until the Corporation
consummates the IPO. Simultaneously with the consummation of the IPO, GM 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 stockholders 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 GM, GM shall return the Purchase Price to the undersigned, without interest
or deduction.
The undersigned represents and warrants that he has been advised that the Private Placement
Warrants (including the underlying shares of common stock) have not been registered under the
Securities Act; that he is acquiring the Private Placement Warrants for his account for investment
purposes only; that he has no present intention of selling or otherwise disposing of the Private
Placement 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 Private Placement
Warrants or any underlying securities (except (i) to another officer or director of the Company,
(ii) to relatives and trusts for estate planning purposes, (iii) by virtue of the laws of descent
and distribution upon death, (iv) pursuant to a qualified domestic relations order or (v) to an
entity’s members upon its liquidation to the extent the Private Placement Warrants are subsequently
transferred to an entity, in each case, subject to the transferee agreeing to such transfer
restrictions) until after the Corporation consummates a merger, capital stock exchange, asset
acquisition or other similar business combination with an operating business (“Business
Combination”) meeting the requirements set forth in the Registration Statement and acknowledges
that the certificates for such Private Placement Warrants shall contain a legend indicating such
restriction on transferability.
The Company hereby acknowledges and agrees that the Private Placement Warrants will be
exercisable on a cashless basis and, in the event the Company calls the Warrants for
redemption pursuant to that certain Warrant Agreement to be entered into by the Company and
Continental Stock Transfer & Trust Company in connection with the Company’s IPO, shall not be
redeemable by the Company so long as such Private Placement Warrants are held by the undersigned or
his permitted transferees.
The terms of this agreement and the restriction on transfers with respect to the Private
Placement Warrants may not be amended without the prior written consent of Ladenburg.
| Very truly yours, Greenwich Acquisition, LLC |
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Agreed to:
| By: | ||||
| Name: | ||||
| Title: | ||||
Xxxxxxxx Xxxxxx
| By: | ||||
| Name: | ||||
| Title: | ||||
