REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 25th, 2007 • Green Power Enterprises, Inc. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ____ day of _______, 2007, by and among Green Power Enterprises, Inc., a Cayman Islands limited life exempted company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • October 25th, 2007 • Green Power Enterprises, Inc. • New York
WHEREAS, the Company has received a binding commitment from Fernando Garnero, and certain of his family members and entities affiliated with him and his family members (the “Insider”), to purchase an aggregate of 5,000,000 warrants (“Insider Warrants”) pursuant to a Subscription Agreement dated as of August 22, 2007 (the “Subscription Agreement”); and
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 25th, 2007 • Green Power Enterprises, Inc. • New York
This Agreement is made as of ___________, 2007 by and between Green Power Enterprises, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
GREEN POWER ENTERPRISES, INC. SELECTED DEALER AGREEMENTSelected Dealer Agreement • October 25th, 2007 • Green Power Enterprises, Inc. • New York
Morgan Joseph & Co. Inc. (“Morgan Joseph”) is acting as the representative of the underwriters (he “Underwriters”) in a firm commitment, underwritten offering (the “Offering”) to sell 25,000,000 units (the “Units”)1 of Green Power Enterprises, Inc., a Delaware corporation (the “Company”) as described in the prospectus for the Offering (the “Prospectus”). Morgan Joseph is hereby inviting the entity signatory hereto (the “Selected Dealer”), subject to the other terms and conditions set forth herein and in the Prospectus, to act as a selected dealer in connection with the Offering, and by executing this Selected Dealer Agreement (this “Agreement”), Morgan Joseph hereby approves such signatory as a Selected Dealer in connection with the Offering.
Subscription AgreementSubscription Agreement • October 25th, 2007 • Green Power Enterprises, Inc.
The undersigned hereby subscribes for and agrees to purchase _____ warrants (“Insider Warrants”), each to purchase one Ordinary Share, at $1.00 per Insider Warrant, of Green Power Enterprises, Inc.(the “Corporation”) for an aggregate purchase price of $_____ (“Purchase Price”). The purchase and issuance of the Insider Warrants shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”) which is being underwritten by Morgan Joseph & Co. Inc. (“MJC”). The Insider Warrants will be sold to the undersigned on a private placement basis and not part of the IPO.
WARRANT ESCROW AGREEMENTWarrant Escrow Agreement • October 25th, 2007 • Green Power Enterprises, Inc. • New York
WARRANT ESCROW AGREEMENT, dated as of _______, 2007 (“Agreement”), by and among GREEN POWER ENTERPRISES, INC., a Cayman Islands corporation (“Company”), FERNANDO GARNERO, _________ and ________ (collectively, the “Insider Purchasers”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • October 25th, 2007 • Green Power Enterprises, Inc. • New York
STOCK ESCROW AGREEMENT, dated as of ________, 2007 (“Agreement”), by and among GREEN POWER ENTERPRISES, INC., a Cayman Islands corporation (“Company”), ROSEWOOD PARTNERS, JORIO DAUSTER, THOMPSON & KNIGHT GLOBAL ENERGY SERVICES, LLC, OVIDIO ANTÔNIO DE ÂNGELIS, GERHARD KURZ, JACIR BERGMANN II, WASHINGTON VALENTE and GLOBAL INVESTORS, LTD. (collectively “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
GREEN POWER ENTERPRISES, INC.Green Power Enterprises, Inc. • October 25th, 2007
is the registered holder of a Warrant or Warrants expiring ________, 2011 (the “Warrant”) to purchase one fully paid and non-assessable Ordinary Share, par value $.0001 per share (“Shares”), of Green Power Enterprises, Inc., a Cayman Islands corporation (the “Company”), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) the Company’s completion of a merger, capital stock exchange, asset acquisition or other similar business combination and (ii) ______________, 2008, such number of Shares of the Company at the price of $6.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, Continental Stock Transfer & Trust Company, but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and Continental Stock Transfer & Trust Company. The Company shall not be obligated to
GREEN POWER ENTERPRISES, INC.Green Power Enterprises, Inc. • October 25th, 2007
