REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 21st, 2007 • Green Energy Acquisition CORP • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [__] day of [___], 2008, by and among Green Energy Acquisition Corporation, 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 • December 21st, 2007 • Green Energy Acquisition CORP • New York
This Warrant Agreement (this “Warrant Agreement”) made as of [___], 2008, between Green Energy Acquisition Corporation, a Delaware corporation, with offices at Green Energy Acquisition Corporation, 191 Main Street, Annapolis, MD 21401 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 21st, 2007 • Green Energy Acquisition CORP • New York
This Agreement is made as of [____], 2008 by and between Green Energy Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
FOUNDER WARRANT ESCROW AGREEMENTFounder Warrant Escrow Agreement • December 21st, 2007 • Green Energy Acquisition CORP • New York
FOUNDER WARRANT ESCROW AGREEMENT, dated as of [___], 2008 (this “Agreement”), by and among Green Energy Acquisition Corporation, a Delaware corporation (the “Company”), Green Energy Acquisition Holdings, LLC (the “Founder”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
WARRANT CUSIP [___________]Warrant Agreement • December 21st, 2007 • Green Energy Acquisition CORP
the registered holder of a Warrant or Warrants expiring [__________], 2012 (the “Warrant”) to purchase one fully paid and non-assessable share of Common Stock, par value $.0001 per share (“Shares”), of Green Energy Acquisition Corporation, a Delaware 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) [ ], 2009, such number of Shares of the Company at the price of $7.50 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 de
STOCK ESCROW AGREEMENTStock Escrow Agreement • December 21st, 2007 • Green Energy Acquisition CORP • New York
STOCK ESCROW AGREEMENT, dated as of [____], 2008 (this “Agreement”), by and among GREEN ENERGY ACQUISITION CORPORATION, a Delaware corporation (the “Company”), GREEN ENERGY ACQUISITION HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), CRAVEN CROWELL and WINSTON H. HICKOX (and, with Holdings, collectively, the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Escrow Agent”).
GREEN ENERGY ACQUISITION CORPORATIONService Agreement • December 21st, 2007 • Green Energy Acquisition CORP
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 Green Energy Acquisition Corporation, a Delaware corporation (the “Company”), and continuing until the earlier of the consummation by the Company of a “business combination” or the Company’s liquidation (as described in the Company’s IPO prospectus) (the “Termination Date”), Synergics Energy Services, LLC shall make available to the Company certain office and secretarial services as may be required by the Company from time to time, situated at 191 Main Street, Annapolis, MD 21401. In exchange therefore, the Company shall pay Synergics Energy Services, LLC the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
FOUNDER WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • December 21st, 2007 • Green Energy Acquisition CORP • Delaware
THIS FOUNDER WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of [____], 2008, between Green Energy Acquisition Corporation, a Delaware corporation (the “Company”), and Green Energy Acquisition Holdings, LLC, a Delaware limited liability company (the “Purchaser”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 7 hereof.
