REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 23rd, 2011 • Green Power Enterprises, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ____ day of _______, 2011, 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 • February 23rd, 2011 • Green Power Enterprises, Inc. • Blank checks • New York
WHEREAS, the Company has received binding commitments from its initial shareholders and the underwriters in the Public Offering (defined below) to purchase an aggregate of 4,050,000 warrants and 1,000,000 warrants, respectively (collectively, the “Private Placement Warrants”), pursuant to Subscription Agreements dated as of ________, 2011 (the “Subscription Agreements”); and
Subscription AgreementSubscription Agreement • February 23rd, 2011 • Green Power Enterprises, Inc. • Blank checks
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 Rodman & Renshaw, LLC (“Rodman”). The Warrants will be sold to the undersigned on a private placement basis and not part of the IPO.
SHARE ESCROW AGREEMENTShare Escrow Agreement • February 23rd, 2011 • Green Power Enterprises, Inc. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of ________, 2011 (“Agreement”), by and among GREEN POWER ENTERPRISES, INC., a Cayman Islands corporation (“Company”), ROSEWOOD PARTNERS, MARIO GARNERO, FERNANDO GARNERO, JOÃO DE ALMEIDA SAMPAIO FILHO, OVIDIO ANTÔNIO DE ÂNGELIS and WASHINGTON VALENTE (collectively “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 23rd, 2011 • Green Power Enterprises, Inc. • Blank checks • New York
This Agreement is made as of ___________, 2011 by and between Green Power Enterprises, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
