Unassociated Document


    SECURITIES
      ESCROW AGREEMENT

     

     

    THIS
      SECURITIES ESCROW AGREEMENT, dated as of _________, 2008 (this “Agreement”),
      by
      and among Greenstreet Acquisition Corp. , a Delaware corporation (the
“Company”),
      each
      of the parties set forth on Exhibit A annexed hereto (collectively the
“Private
      Investors”)
      and
      American Stock Transfer & Trust Company (the “Escrow
      Agent”).

     

    WHEREAS,
      the Company has entered into an Underwriting Agreement, dated __________, 2008
      (the “Underwriting
      Agreement”),
      with
      Credit Suisse Securities (USA) LLC (“Credit
      Suisse”)
      acting
      as underwriter (the “Underwriter”),
      pursuant to which, among other matters, the Underwriter has agreed to purchase
      37,500,000 units of the Company plus an additional 5,625,000 units if the
      Underwriter exercises its over-allotment option in full. The Company’s units
      (the “Units”) each consist of one share of the Company’s common stock, par value
      $0.001 per share (the “Common
      Stock”),
      and
      one warrant (the “Warrant”)
      exercisable to purchase one share of Common Stock, all as more fully described
      in the Company’s final Prospectus, dated ___________, 2008, comprising part of
      the Company’s Registration Statement on Form S-1 (File No. 333-______) (the
“Registration
      Statement”)
      filed
      under the Securities Act of 1933, as amended, and declared effective by the
      Securities and Exchange Commission on _________, 2008 (the “Effective
      Date”);

     

    WHEREAS,
      each of the Private Investors has agreed as a condition of the Underwriter’s
      purchase of the Units to deposit its Units, as set forth opposite each Private
      Investor’s name on Exhibit A attached hereto (the “Founder
      Units”),
      in
      escrow as hereinafter provided;

     

    WHEREAS,
      the Private Investors have agreed as a condition of the Underwriter’s purchase
      of the Units to purchase an aggregate of 6,000,000 Warrants for $1.00 per
      Warrant (the “Sponsor
      Warrants”
and,
      collectively with the Founder Units, the shares of Common Stock underlying
      the
      Founder Units and the Warrants underlying the Founder Units, the “Escrow
      Securities”)
      immediately prior to and subject to the Closing and to deposit such Sponsor
      Warrants in escrow as hereinafter provided; and

     

    WHEREAS,
      the Company and the Private Investors desire that the Escrow Agent accept the
      Escrow Securities, in escrow, to be held and disbursed as hereinafter
      provided.

     

    IT
      IS
      AGREED:

     

    1. Appointment
      of Escrow Agent.
      The Company and the Private Investors hereby appoint the Escrow Agent to act
      in
      accordance with and subject to the terms of this Agreement and the Escrow Agent
      hereby accepts such appointment and agrees to act in accordance with and subject
      to such terms.

    


    2. Deposit
      of Escrow Securities.

    


    2.1. Founder
      Units.
      On or
      about the Effective Date, each of the Private Investors shall deliver to the
      Escrow Agent certificates representing such Private Investor’s respective
      Founder Units as set forth opposite their respective names on Exhibit A hereto,
      which certificates shall remain in the name of such Private Investor, to be
      held
      and disbursed subject to the terms and conditions of this Agreement. Each
      Private Investor acknowledges that the certificate representing such Private
      Investor’s Founder Units bears a legend to reflect the deposit of such Founder
      Units under this Agreement.

    


    2.2 Private
      Placement Securities.
      Promptly following the consummation of the Offering, each of the Private
      Investors shall deliver to the Escrow Agent certificates representing such
      Private Investor’s respective Sponsor Warrants as
      set
      forth opposite their respective names on Exhibit A attached hereto,
      which certificates shall remain in the name of such Private Investor or such
      Private Investor’s Permitted Transferee, as applicable, to be held and disbursed
      subject to the terms and conditions of this Agreement. Each Private Investor
      acknowledges that the certificates representing such Private Investor’s
      Sponsor Warrants
      shall bear a legend to reflect the deposit of such securities under this
      Agreement.

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    3. Disbursement
      of the Escrow Securities. The
      Escrow Agent shall hold the Founder Units until the first anniversary of the
      consummation of a Business Combination (as such term is defined in the Amended
      and Restated Articles of Incorporation of the Company) and shall hold the
Sponsor Warrants
      until
      the 90th
      day
      after the consummation of a Business Combination (each such period, an
“Escrow
      Period”);
      provided,
      however,
      that if
      the over-allotment granted to the Underwriter pursuant to the Underwriting
      Agreement is not exercised in full prior to the expiration of the over-allotment
      option, then the Escrow Agent shall release to the Company such number of
      Founder Units as directed in writing by the Company. The Company shall promptly
      provide notice of the consummation of a Business Combination to the Escrow
      Agent. Upon the completion of each Escrow Period, the Escrow Agent shall
      automatically disburse the applicable Escrow Securities to each Private Investor
      upon receipt of written request therefor from the Company; provided,
      however,
      that if
      the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof
      that
      the Company has been liquidated at any time during the Escrow Period, then
      the
      Escrow Agent shall promptly destroy the certificates representing the Escrow
      Securities; provided
      further, however,
      that if
      the consummation of a Business Combination takes the form of a merger, stock
      exchange or other similar transaction which results in any of the security
      holders of the Company having the right to exchange their securities for other
      securities, then the Escrow Agent shall, upon receipt of a certificate in form
      reasonably acceptable to the Escrow Agent, executed by the Chief Executive
      Officer of the Company, release the Escrow Securities to the Private Investors
      immediately prior and subject to consummation of the Business Combination so
      that they can similarly participate, and upon receipt of the securities issued
      in respect thereof in connection with the Business Combination, the Private
      Investors shall deposit such securities into escrow with the Escrow Agent for
      the remainder of the applicable Escrow Periods; and provided
      further, however,
      that
      if, after the Company consummates a Business Combination and the Company or
      the
      surviving entity of such Business Combination subsequently consummates a
      liquidation, merger, stock exchange or other similar transaction which results
      in any of the security holders of the Company or such entity having the right
      to
      exchange their securities for cash, securities or other property, then the
      Escrow Agent shall, upon receipt of a certificate in form reasonably acceptable
      to the Escrow Agent, executed by the Chief Executive Officer of the Company,
      that such transaction is then being consummated, release the Escrow Securities
      to the Private Investors immediately prior and subject to consummation of the
      transaction so that they can similarly participate. The Escrow Agent shall
      act
      as soon as reasonably possible following the receipt of the certificate, and
      shall not be held liable for any delay in sending the Escrow Securities caused
      by the late receipt of the certificate. The Escrow Agent shall have no further
      duties hereunder with respect to the Escrow Securities after the disbursement
      or
      destruction of the Escrow Securities in accordance with this Section
      3.

    


    4. Rights
      of Private Investors in Escrow Securities.

    


    4.1.
       Rights
      as a Security Holder.
      Subject
      to the terms of their respective Insider Letters as described in Section 4.4
      hereof and except as herein provided, each Private Investor shall retain all
      of
      its rights as a stockholder of the Company during the Escrow Period, including
      without limitation, the right to vote Common Stock. The Escrow Agent shall
      have
      no responsibility to determine or verify the contents or limitations of the
      Insider Letters and shall be bound only by the terms of this
      Agreement.

    


    4.2. Dividends
      and other Distributions in Respect of the Escrow Securities.
      During
      the Escrow Period with respect to the Escrow Securities, all dividends payable
      in cash with respect to the Escrow Securities shall be paid to the Private
      Investors, but all dividends payable in stock or other non-cash property (the
      “Non-Cash
      Dividends”)
      shall
      be delivered to the Escrow Agent to hold in accordance with the terms hereof.
      As
      used herein, the terms “Escrow
      Securities”
shall
      be deemed to include the Non-Cash Dividends distributed thereon, if
      any.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    4.3. Restrictions
      on Transfer and Redemption.
      During
      the Escrow Period, no sale, transfer or other disposition (a “Transfer”)
      may be
      made of any or all of the Escrow Securities by a Private Investor except (i)
      by
      gift to a member of the Private Investor’s immediate family for estate planning
      purposes or to a trust, the beneficiary of which is the Private Investor or
      a
      member of the Private Investor’s immediate family, (ii) if the Private Investor
      is not a natural person, by gift to a member of the immediate family of such
      Private Investor’s controlling person for estate planning purposes or to a
      trust, the beneficiary of which is such Private Investor’s controlling person or
      a member of the immediate family of such Private Investor’s controlling person,
      (iii) by virtue of the laws of descent and distribution upon death of the
      Private Investor, or (iv) pursuant to a qualified domestic relations order
      (each
      such transferee, a “Permitted
      Transferee”);
      provided, however,
      that
      such permitted Transfers may be implemented only upon the respective Permitted
      Transferee’s written agreement to be bound by the terms and conditions of this
      Agreement and of the Insider Letter signed by such Private Investor transferring
      such Escrow Securities and such other documents as the Company or Credit Suisse
      may reasonably require. During the Escrow Period, no Private Investor shall
      pledge or grant a security interest in such Private Investor’s Escrow Securities
      or grant a security interest in such Private Investor’s rights under this
      Agreement.

    


    4.4. Insider
      Letters.
      Each of the Private Investors has executed a letter agreement with the Company
      and Credit Suisse, which has been filed as an exhibit to the Registration
      Statement (the “Insider
      Letter”),
      with respect to the rights and obligations of such Private Investors in certain
      events, including but not limited to the liquidation of the
      Company.

    


    5. Concerning
      the Escrow Agent.

    


    5.1. Good
      Faith Reliance.
      The
      Escrow Agent shall be protected and shall not be liable for any action taken
      or
      omitted by it in good faith and in the exercise of its best judgment (unless
      grossly negligent), and may rely conclusively and may act upon any order,
      notice, demand, certificate, opinion or advice of counsel (including counsel
      chosen by the Escrow Agent), statement, instrument, report or other document
      which is believed by the Escrow Agent to be genuine and to be signed or
      presented by the proper person or persons. The Escrow Agent shall not be bound
      by any notice or demand, or any waiver, modification, termination or rescission
      of this Agreement unless evidenced by a writing delivered to the Escrow Agent
      signed by the proper party or parties and, if the duties or rights of the Escrow
      Agent are affected, unless it shall have given its prior written consent
      thereto.

     

    5.2. Indemnification.
      The
      Escrow Agent shall be indemnified and held harmless by the Company from and
      against any expenses, including reasonable counsel fees and disbursements,
      or
      losses suffered by the Escrow Agent in connection with any action, suit or
      other
      proceeding involving any claim which in any way, directly or indirectly, arises
      out of or relates to this Agreement, the services of the Escrow Agent hereunder,
      or the Escrow Securities held by it hereunder, other than expenses or losses
      arising from the gross negligence or willful misconduct of the Escrow Agent.
      Promptly after the receipt by the Escrow Agent of notice of any demand or claim
      or the commencement of any action, suit or proceeding, the Escrow Agent shall
      notify the other parties hereto in writing. In the event of the receipt of
      such
      notice, the Escrow Agent, in its sole discretion, may commence an action in
      the
      nature of interpleader in an appropriate court to determine ownership or
      disposition of the Escrow Securities or it may deposit the Escrow Securities
      with the clerk of any appropriate court or it may retain the Escrow Securities
      pending receipt of a final, non-appealable order of a court having jurisdiction
      over all of the parties hereto directing to whom and under what circumstances
      the Escrow Securities are to be disbursed and delivered. The provisions of
      Sections 5.2 and 5.7 shall survive in the event the Escrow Agent resigns or
      is
      discharged pursuant to Sections 5.5 or 5.6 below and in the event of termination
      under 6.11 below.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    5.3. Compensation.
      The
      Escrow Agent shall be entitled to compensation from the Company in accordance
      with Schedule I hereto for all services rendered by it hereunder.

     

    5.4. Further
      Assurances.
      From
      time to time on and after the date hereof, the Company and the Private Investors
      shall deliver or cause to be delivered to the Escrow Agent such further
      documents and instruments and shall do or cause to be done such further acts
      as
      the Escrow Agent shall reasonably request to carry out more effectively the
      provisions and purposes of this Agreement, to evidence compliance herewith
      or to
      assure itself that it is protected in acting hereunder.

     

    5.5. Resignation.
      The
      Escrow Agent may resign at any time and be discharged from its duties as escrow
      agent hereunder by its giving the other parties hereto written notice, and
      such
      resignation shall become effective at such time that the Escrow Agent shall
      turn
      over to a successor escrow agent appointed by the Company the Escrow Securities
      held hereunder. If no successor escrow agent is so appointed within the sixty
      (60) day period following the giving of such notice of resignation, the Escrow
      Agent may submit an application to deposit the Escrow Securities with the United
      States District Court for the Southern District of New York, provided
      the
      Escrow Agent provides notice of such deposit to the Company and the Private
      Investors in accordance with Section 6.7 hereof.

     

    5.6. Discharge
      of Escrow Agent.
      The
      Escrow Agent shall resign and be discharged from its duties as escrow agent
      hereunder if so requested in writing at any time by the other parties hereto,
      jointly; provided,
      however,
      that
      such resignation shall become effective only upon acceptance of appointment
      by a
      successor escrow agent as provided in Section 5.5.

    


    5.7. Liability.
      Notwithstanding anything herein to the contrary, the Escrow Agent shall not
      be
      relieved from liability hereunder for its own gross negligence or willful
      misconduct.

    


    5.8. Waiver.
      The Escrow Agent hereby waives any and all right, title, interest or claim
      of
      any kind (each, a “Claim”)
      in or to any distribution of the Trust Account (as defined in that certain
      Investment Management Trust Agreement, dated as of the date hereof, by and
      between the Company and the Escrow Agent as trustee thereunder), and hereby
      agrees not to seek recourse, reimbursement, payment or satisfaction for any
      Claim against the Trust Account for any reason whatsoever.

    


    5.9. Standard
      of Care.
      The Escrow Agent shall be obligated only to perform the duties specifically
      set
      forth in this Escrow Agreement, which shall be deemed purely ministerial in
      nature, and the Escrow Agent shall under no circumstances be deemed to be a
      fiduciary to any party hereto or any other person. The parties hereto agree
      that
      the Escrow Agent shall not assume any responsibility for the failure of the
      parties hereto to perform in accordance with this Escrow Agreement or any other
      agreement or document. This Escrow Agreement sets forth all matters pertinent
      to
      the escrow contemplated hereunder, and no additional obligations of the Escrow
      Agent shall be inferred from the terms of this Escrow Agreement or any other
      agreement or document. IN
      NO EVENT SHALL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY
      DAMAGES OR EXPENSES ARISING OUT OF THE SERVICES PROVIDED HEREUNDER, OTHER THAN
      DAMAGES WHICH RESULT FROM THE ESCROW AGENT’S GROSS NEGLIGENCE OR WILLFUL
      MISCONDUCT.

    


    6. Miscellaneous.

    


    6.1. Governing
      Law and Consent to Jurisdiction.
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of New York applicable to contracts executed in and to be performed
      in
      that State, including, without limitation, Sections 5-1401 and 5-1402 of the
      New
      York General Obligations Law and the New York Civil Practice Laws and Rules
      327(b). The parties hereto agree that any action, proceeding or claim against
      it
      arising out of or relating in any way to this Agreement shall be brought and
      enforced in the courts of the State of New York or the United States District
      Court for the Southern District of New York, and the parties hereto irrevocably
      submit to such jurisdiction, which jurisdiction shall be exclusive. The parties
      hereto hereby waive any objection to such exclusive jurisdiction and that such
      courts represent an inconvenient forum.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    6.2. Waiver
      of Trial by Jury.
      Each
      party hereto hereby irrevocably and unconditionally waives the right to a trial
      by jury in any action, suit, counterclaim or other proceeding (whether based
      on
      contract, tort or otherwise) arising out of, connected with or relating to
      this
      Agreement, the transactions contemplated hereby, or the actions of the parties
      in the negotiation, administration, performance or enforcement
      hereof.

    


    6.3 Third
      Party Beneficiaries.
      Each of
      the Private Investors hereby acknowledges that the Underwriter is third party
      beneficiary of this Agreement and this Agreement may not be modified or changed
      without the prior written consent of Credit Suisse. 

    


    6.4. Entire
      Agreement.
      This
      Agreement and the Insider Letters and Warrants as referenced herein contain
      the
      entire agreement of the Company and the Private Investors with respect to the
      subject matter hereof, and this Agreement contains the entire agreement as
      it
      pertains to the Escrow Agent and the other parties hereto and, except as
      expressly provided herein, may not be changed or modified except by an
      instrument in writing signed by all parties to this Agreement and Credit Suisse.
      This Agreement may be executed in several original or facsimile counterparts,
      each one of which shall constitute an original, and together shall constitute
      but one instrument.

     

    6.5. Headings.
      The
      headings contained in this Agreement are for reference purposes only and shall
      not affect in any way the meaning or interpretation hereof.

     

    6.6. Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of the respective
      parties hereto and their legal representatives, successors and permitted
      assigns. Any corporation or association into which the Escrow Agent may be
      converted or merged, or with which it may be consolidated, or to which it may
      sell or transfer all or substantially all of its corporate trust business and
      assets as a whole or substantially as a whole, or any corporation or association
      resulting from any such conversion, sale, merger, consolidation or transfer
      to
      which the Escrow Agent is a party, shall be and become the successor escrow
      agent under this Escrow Agreement and shall have and succeed to the rights,
      powers, duties, obligations, immunities and privileges of the Escrow Agent,
      without the execution or filing of any instrument or paper or the performance
      of
      any further act.

     

    6.7. Notices.
      Any
      notice or other communication required or which may be given hereunder shall
      be
      in writing and shall be sent by certified or registered mail, by private
      national courier service (return receipt requested, postage prepaid), by
      personal delivery or by facsimile transmission. Such notice or communication
      shall be deemed given (a) if mailed, two days after the date of mailing, (b)
      if
      sent by national courier service, one business day after being sent, (c) if
      delivered personally, when so delivered, or (d) if sent by facsimile
      transmission, on the second business day after such facsimile is transmitted,
      in
      each case as follows:

     

    If
      to the Company, to:

    


    Greenstreet
      Acquisition Corp. 

    2601
      South Bayshore Drive, Suite 800

    Coconut
      Grove, Florida 33133

    Attn:
      Randal Rombeiro

    Fax:
      (305)
      858-2334

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    If
      to a
      Private Investor, to his address set forth in Exhibit A.

    


    If
      to the Escrow Agent, to:

    


    American
      Stock Transfer & Trust Company

    59
      Maiden
      Lane

    New
      York,
      NY 10038

    Attn:
      George
      Karfunkel

    Fax:
      (718)
      331-1852

    


    A
      copy of any notice sent hereunder shall be sent to each of:

    


    Skadden,
      Arps, Slate, Meagher & Flom LLP

    300
      South Grand Avenue

    Suite
      3400

    Los
      Angeles, California 90071

    Attn: Gregg
      A. Noel, Esq.

    Fax:
      (213) 687-5600

    


    Credit
      Suisse Securities (USA) LLC

    Eleven
      Madison Avenue

    New
      York,
      New York 10010

    Attn:
      LCD-IBD

    


    Simpson
      Thacher & Bartlett LLP

    2550
      Hanover Street

    Palo
      Alto, California 94304

    Attn:
      William H. Hinman, Esq.

    Fax:
      (650) 251-5002

    


    The
      parties may change the persons and addresses to which the notices or other
      communications are to be sent by giving written notice to any such change in
      the
      manner provided herein for giving notice.

     

    6.8. Liquidation
      of the Company.
      The
      Company shall give the Escrow Agent written notification of the liquidation
      and
      dissolution of the Company in the event that the Company fails to consummate
      a
      Business Combination within the time period specified in the Registration
      Statement.

     

    6.9
       Disputes.
      If any
      disagreement or dispute arises among the Company and the Private Investors
      concerning the meaning or validity of any provision hereunder or concerning
      any
      other matter relating to this Escrow Agreement, the Escrow Agent shall be under
      no obligation to act, except (i) with joint written instruction of the Company
      and the Private Investors, or (ii) under process or order of court, and shall
      sustain no liability for its failure to act pending such process or court
      order.

     

    6.10
       Authorized
      Signatures.
      Concurrent with the execution of this Agreement, the Company will provide a
      completed certificate of parties authorized to sign on its behalf, in the form
      attached hereto as Schedule II.

     

    6.11
       Termination.
      This
      Agreement shall terminate on the final distribution or destruction of all of
      the
      Escrow Securities in accordance with the terms of this Agreement.

     

    6.12 Severability.
      Any
      term or provision of this Agreement that is held by a court of competent
      jurisdiction or other authority to be invalid, void or unenforceable in any
      situation in any jurisdiction shall not affect the validity or enforceability
      of
      the remaining terms and provisions hereof or the validity or enforceability
      of
      the offending term or provision in any other situation or in any other
      jurisdiction. If the final judgment of a court of competent jurisdiction or
      other authority declares that any term or provision hereof is invalid, void
      or
      unenforceable, the parties agree that the court making such determination shall
      have the power to reduce the scope, duration, area or applicability of the
      term
      or provision, to delete specific words or phrases, or to replace any invalid,
      void or unenforceable term or provision with a term or provision that is valid
      and enforceable and that comes closest to expressing the intention of the
      invalid or unenforceable term or provision.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the parties have duly executed this Securities Escrow Agreement
      as of the date first written above.

     

    
      	 	 	 
	 	GREENSTREET
              ACQUISITION CORP.
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:
	 	Title:




    
       

      
        	 	 	 
	 	AMERICAN
                STOCK
                TRANSFER & TRUST COMPANY,
AS ESCROW AGENT
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                
Name:
	 	Title: 




       

      [Escrow
        Agreement]

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	 	 	 
	 	PRIVATE
              INVESTORS: 
	 	 
	 	GRST ACQUISITION, LLC 
	 
 	 
 	 
 
	 	By: 	Greenstreet Capital, L.P.,
its sole
              member 
	 	 	 
	 	 	By:  Greenstreet
              Management, Inc.,  
	 	 	
              its
                general partner 

            
	 	 	 
	
            	
            	By:  
	 	
              
                

              
Name:
	 	Title: 




    
      	 	 	 	 
	
            	 
              
Duke
              K. Bristow
	 	 	 
	 	
              
Thomas
              J. Donohue
	 	 	 
	 	
              
Thomas
              F. McLarty III
	 	 	 
	 	
              
Myron
              Trepper
	 	 	 
	 	
              
Cary
              Meadow


    

     

     

     

     

    [Escrow
      Agreement]

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Exhibit
      A

     

    


     

    
      	
              Name
                and Address of Private Investor: 

            	 	
              Number
                of Founder Units

            	 	
              Number
                of Sponsor Warrants

            
	 	 	 	 	 
	
              Greenstreet
                Acquisition, LLC

              2601
                South Bayshore Drive, Suite 800

              Coconut
                Grove, Florida 33133

            	
               

            	
              9,487,501

            	
               

            	
              4,610,000

            
	 	 	 	 	 
	
              Duke
                K. Bristow

            	 	
              53,906

            	 	
              15,000

            
	 	 	 	 	 
	
              Thomas
                J. Donohue 

            	 	
              53,906 

            	 	
              
                125,000

              

            
	 	 	 	 	 
	
              Thomas
                F. McLarty III

            	 	
              53,906

            	 	
              125,000

            
	 	 	 	 	 
	
              Myron
                Trepper

            	 	
              53,906

            	 	
              125,000

            
	 	 	 	 	 
	
              Cary
                Meadow 

            	 	
              1,078,125

            	 	
              1,000,000