WARRANT
      AGREEMENT

    


    THIS
      WARRANT AGREEMENT
      (this “Agreement”)
      is made as of the 14th
      day of December, 2007 between Greenstreet Acquisition Corp., a Delaware
      corporation, with offices at 2601 South Bayshore Drive, Suite 800, Coconut
      Grove, Florida 33133 (the “Company”),
      and American Stock Transfer & Trust Company, with offices at 59 Maiden Lane,
      New York, New York 10038 (the “Warrant
      Agent”).

    


    WHEREAS,
      in connection with the Company’s formation, the Company issued 10,781,250 units
      (the “Founder
      Units”)
      of the Company, each unit consisting of one share of common stock of the
      Company, par value $0.001 per share (the “Common
      Stock”),
      and one warrant exercisable for one share of Common Stock, with each warrant
      evidencing the right of the holder thereof to purchase one share of Common
      Stock
      for $6.00 (the “Founder
      Warrants”),
      subject to adjustment as described herein;

    


    WHEREAS,
      the Company is engaged in a public offering (the “Public
      Offering”)
      of units of the Company, each unit consisting of one share of Common Stock
      and
      one warrant exercisable for one share of Common Stock, and in connection
      therewith, has determined to issue and deliver up to 37,500,000 units plus
      up to
      an additional 5,625,000 units if the underwriters exercise in full their
      over-allotment option (the “Public
      Units”
      and, together with the Founder Units, the “Units”)
      to the public investors for $8.00 per unit, with each warrant evidencing the
      right of the holder thereof to purchase one share of Common Stock for $6.00
      (the
“Public
      Warrants”),
      subject to adjustment as described herein; 

    


    WHEREAS,
      concurrently with the Public Offering, the Company intends to engage in a
      private offering of 6,000,000 warrants to the “Private
      Investors”
      listed on Exhibit A hereto (the “Sponsor
      Warrants”,
      and together with the Founder Warrants, the “Private
      Warrants”,
      with the Private Warrants and the Public Warrants together being the
“Warrants”),
      each evidencing the right of the holder thereof to purchase one share of Common
      Stock for $6.00, subject to adjustment as described herein;

    


    WHEREAS,
      the Company intends to file with the Securities and Exchange Commission (the
      “SEC”)
      a Registration Statement on Form S-1 (the “Registration
      Statement”)
      for the registration, under the Securities Act of 1933, as amended (the
“Act”)
      of, among other securities, the Public Warrants;

    


    WHEREAS,
      the Company desires the Warrant Agent to act on behalf of the Company, and
      the
      Warrant Agent is willing to so act, in connection with the issuance,
      registration, transfer, exchange, call, exercise and cancellation of the
      Warrants; 

    


    WHEREAS,
      the Company desires to provide for the form and provisions of the Warrants,
      the
      terms upon which they shall be issued and exercised, and the respective rights,
      limitation of rights, and immunities of the Company, the Warrant Agent, and
      the
      holders of the Warrants; and

    


    WHEREAS,
      all acts and things have been done and performed which are necessary to make
      the
      Warrants, when executed on behalf of the Company and countersigned by or on
      behalf of the Warrant Agent, as provided herein, the valid, binding and legal
      obligations of the Company, and to authorize the execution and delivery of
      this
      Agreement.

    


    NOW,
      THEREFORE, in
      consideration of the mutual agreements herein contained, the parties hereto
      agree as follows:

     

    
      
        
        

      

      
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    1.
      Appointment
      of Warrant Agent.
      The Company hereby appoints the Warrant Agent to act as agent for the Company
      for the Warrants, and the Warrant Agent hereby accepts such appointment and
      agrees to perform the same in accordance with the terms and conditions set
      forth
      in this Agreement.

    


    2.
      Warrants.

    


    2.1.
      Form
      of Warrant.
      Each Warrant shall be issued in registered form only, shall be in substantially
      the form of Warrant attached as Exhibit B hereto, the provisions of which are
      incorporated herein, and shall be signed by, or bear the facsimile signature
      of,
      the President and Secretary of the Company and shall bear a facsimile of the
      Company’s seal. In the event the person whose facsimile signature has been
      placed upon any Warrant shall have ceased to serve in the capacity in which
      such
      person signed the Warrant before such Warrant is issued, it may be issued with
      the same effect as if he or she had not ceased to be such at the date of
      issuance.

    


    2.2.
      Effect
      of Countersignature.
      Unless and until countersigned by the Warrant Agent pursuant to this Agreement,
      a Warrant shall be invalid and of no effect and may not be exercised by the
      holder thereof.

    


    2.3.
      Registration.

    


    2.3.1.
      Warrant
      Register.
      The Warrant Agent shall maintain books (the “Warrant
      Register”)
      for the registration of original issuance and the registration of transfers
      of
      the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent
      shall
      issue and register the Warrants in the names of the respective holders thereof
      in such denominations and otherwise in accordance with instructions delivered
      to
      the Warrant Agent by the Company.

    


    2.3.2.
      Registered
      Holder.
      Prior to due presentment for registration of transfer of any Warrant, the
      Company and the Warrant Agent may deem and treat the person in whose name such
      Warrant shall be registered upon the Warrant Register (“Registered
      Holder”)
      as the absolute owner of such Warrant and of each Warrant represented thereby
      (notwithstanding any notation of ownership or other writing on the Warrant
      Certificate made by anyone other than the Company or the Warrant Agent), for
      the
      purpose of any exercise thereof and for all other purposes, and neither the
      Company nor the Warrant Agent shall be affected by any notice to the
      contrary.

    


    2.4.
      Detachability
      of Warrants.
      The securities comprising the Units will not be separately transferable until
      the
      5th
      day after the earlier to occur of the expiration of the underwriters’
over-allotment option or its exercise in full, but
      in no event will separate trading of the securities comprising the Units be
      allowed until the Company files a Current Report on Form 8-K (the “Initial
      8-K”)
      with the SEC which includes an audited balance sheet reflecting the receipt
      by
      the Company of the gross proceeds of the Public Offering, and an additional
      Current Report on Form 8-K including the proceeds received by the Company from
      the exercise of the Underwriter’s over-allotment option, if the over-allotment
      option is exercised after the filing of the Initial 8-K.

    


    2.5
      Private
      Warrants.
      The Private Warrants shall have the same terms and be in the same form as the
      Public Warrants, except that (i) the Founder Warrants will become exercisable
      after consummation of a Business Combination (as defined below) if and when
      the
      last sale price of the Common Stock on the American Stock Exchange, or other
      national securities exchange on which the Common Stock may be traded, exceeds
      $11.50 per share for any twenty (20) trading days within a thirty (30) trading
      day period beginning 90 calendar days after such Business Combination; (ii)
      the
      Founder Warrants and the Sponsor Warrants will be non-redeemable so long as
      they
      are held by the Private Investors or their Permitted Transferees (as defined
      below); (iii) the Founder Warrants will not be (and the Common Stock to be
      issued upon exercise of such warrants will not be) transferable or salable
      by
      the Private Investors or their Permitted Transferees until one year after the
      consummation of a Business Combination; and (iv) the Sponsor Warrants will
      not
      be (and the Common Stock to be issued upon exercise of such warrants will not
      be) transferable or salable by the Private Investors or their Permitted
      Transferees until the 90th
      day after the consummation of a Business Combination. “Permitted Transferees”
shall mean the recipient of a Private Warrant through a transfer by any of
      the
      Private Investors (i) by gift to a member of such transferor’s immediate family
      for estate planning purposes or to a trust, the beneficiary of which is the
      transferor or a member of the transferor’s immediate family, (ii) if the
      transferor is not a natural person, by gift to a member of the immediate family
      of such transferor’s controlling person for estate planning purposes or to a
      trust, the beneficiary of which is such transferor’s controlling person or a
      member of the immediate family of such transferor’s controlling person, (iii) by
      virtue of the laws of descent and distribution upon death of transferor, or
      (iv)
      pursuant to a qualified domestic relations order; provided, however, that such
      permitted transfers may be effected only upon the respective transferee’s
      written agreement to be bound by the same transfer restrictions as such Private
      Investor upon receiving such Warrants (except in the case of clause (iii),
      in
      which case the transferee will execute such agreement as soon as practicable
      after such transfer). 

     

    
      
        
        

      

      
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    3.
      Terms
      and Exercise of Warrants.

    


    3.1.
      Warrant
      Price.
      Each Warrant shall, when countersigned by the Warrant Agent, entitle the
      Registered Holder thereof, subject to the provisions of such Warrant and of
      this
      Agreement, to purchase from the Company the number of shares of Common Stock
      stated therein, at the price of $6.00 per whole share, subject to the
      adjustments provided in Section 4 hereof and in the last sentence of this
      Section 3.1. The term “Warrant
      Price”
      as used in this Agreement refers to the price per share at which Common Stock
      may be purchased at the time a Warrant is exercised. The Company in its sole
      discretion may lower the Warrant Price at any time prior to the Expiration
      Date
      (as defined below); provided, however, that any change in the Warrant Price must
      apply identically in percentage terms to all of the Warrants, and provided
      further that any reduction in Warrant Price must remain in effect for at least
      twenty (20) business days. 

    


    3.2.
      Duration
      of Warrants.
      A Warrant may be exercised only during the period (the “Exercise
      Period”)
      commencing on the later of (i) the completion
      of an acquisition by the Company of one or more operating businesses or assets
      through a merger, capital stock exchange, asset or stock acquisition,
      exchangeable share transaction or other similar business combination having
      collectively a fair market value of at least 80% of the Company’s net assets at
      the time of the acquisition (a “Business
      Combination”)
      and
      (ii) one year after the effective date of the Registration Statement; and all
      Warrants shall terminate at 5:00 p.m., New York City time on the earlier to
      occur of (i) four years after the effective date of the Registration Statement
      and (ii) the date fixed for calling the Warrants as provided in Section 6 of
      this Agreement (the “Expiration
      Date”);
      provided, however, that (i) the Warrants shall not be exercisable and the
      Company shall not be obligated to issue Common Stock in respect thereof unless,
      at the time a holder seeks to exercise the Warrants, a prospectus relating
      to
      the Common Stock issuable upon exercise of the Warrants is current and the
      Common Stock has been registered or qualified or deemed to be exempt under
      the
      securities laws of the state of residence of the holder of the Warrants and
      (ii)
      in addition to the exercise conditions set forth in this Section 3.2, the
      Founder Warrants may only be exercisable following the consummation of a
      Business Combination if and when the last sale price of the Common Stock on
      the
      American Stock Exchange, or other national securities exchange on which the
      Common Stock may be traded, exceeds $11.50 per share for any twenty (20) trading
      days within a thirty (30) trading day period beginning 90 calendar days after
      such Business Combination. Except with respect to the right to receive the
      Call
      Price (as set forth in Section 6 hereunder), each Warrant not exercised on
      or
      before the Expiration Date shall become void, and all rights thereunder and
      all
      rights in respect thereof under this Agreement shall cease at the close of
      business on the Expiration Date. The Company in its sole discretion may extend
      the duration of the Warrants by delaying the Expiration Date; provided, however,
      that any extension of the duration of the Warrants must apply equally to all
      of
      the Warrants. Should the Company wish to extend the Expiration Date of the
      Warrants, the Company shall provide advance notice to the American Stock
      Exchange, and shall, if possible, provide at least two (2) months advance notice
      to the American Stock Exchange, but in no event will the Company provide less
      than twenty (20) days advance notice of such extension to the American Stock
      Exchange.

     

    
      
        
        

      

      
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    3.3.
      Exercise
      of Warrants.

    


    3.3.1.
      Payment.
      Subject to the provisions of the Warrant and this Agreement, a Warrant, when
      countersigned by the Warrant Agent, may be exercised by the Registered Holder
      thereof by surrendering it, at the office of the Warrant Agent or at the office
      of its successor as Warrant Agent, with the subscription form, as set
      forth in the Warrant, duly executed, and, except as set forth in Section 3.4,
      by
      paying in full, in lawful money of the United States, good certified check
      or
      good bank draft payable to the order of the Company (or as otherwise agreed
      to
      by the Company), the Warrant Price for each full share of Common Stock as to
      which the Warrant is exercised and any and all applicable taxes due in
      connection with the exercise of the Warrant, the exchange of the Warrant for
      the
      Common Stock and the issuance of the Common Stock.

    


    3.3.2.
      Issuance
      of Certificates.
      As soon as practicable after the exercise of any Warrant and the clearance
      of
      the funds in payment of the Warrant Price, the Company shall issue to the
      Registered Holder of such Warrant a certificate or certificates for the number
      of full shares of Common Stock to which such holder is entitled, registered
      in
      such name or names as may be directed by him, her or it, and if such Warrant
      shall not have been exercised in full, a new countersigned Warrant for the
      number of shares as to which such Warrant shall not have been exercised.
      Notwithstanding the foregoing, the Company shall not be obligated to deliver
      any
      securities pursuant to the exercise of a Warrant, and shall have no obligation
      to settle the Warrant exercise unless a registration statement under the Act
      with respect to the Common Stock is effective, subject to the Company satisfying
      its obligations under Section 7.4 to use its best efforts. In the event that
      a
      registration statement with respect to the Common Stock underlying a Warrant
      is
      not effective under the Act, the holder of such Warrant shall not be entitled
      to
      exercise such Warrant. Notwithstanding anything to the contrary contained in
      this Agreement, under no circumstances will the Company be required to net
      cash
      settle the exercise of the Warrants. Warrants may not be exercised by, and
      securities may not be issued to, any Registered Holder in any jurisdiction
      in
      which such exercise would be unlawful. As a result of the provisions of this
      Section 3.3.2, any or all of the Warrants may expire unexercised. In no event
      shall the Registered Holder of a Warrant be entitled to receive any monetary
      damages if the shares of Common Stock underlying the Warrants have not been
      registered by the Company pursuant to an effective registration statement or
      if
      a current prospectus is not available for delivery by the Warrant Agent;
      provided that the Company has fulfilled its obligation to use its best efforts
      to effect such registration and ensure a current prospectus is available for
      delivery by the Warrant Agent.

    


    3.3.3.
      Valid
      Issuance.
      All shares of Common Stock issued upon the proper exercise of a Warrant in
      conformity with this Agreement shall be validly issued, fully paid and
      nonassessable.

    


    3.3.4.
      Date
      of Issuance.
      Each person in whose name any such certificate for shares of Common Stock is
      issued shall for all purposes be deemed to have become the holder of record
      of
      such shares on the date on which the Warrant was surrendered and payment of
      the
      Warrant Price was made, irrespective of the date of delivery of such
      certificate, except that, if the date of such surrender and payment is a date
      when the stock transfer books of the Company are closed, such person shall
      be
      deemed to have become the holder of such shares at the close of business on
      the
      next succeeding date on which the stock transfer books are open.

     

    
      
        
        

      

      
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    3.4.
      Cashless
      Exercise.

    


    3.4.1.
      Determination
      of Amount.
      In lieu of the payment of the Warrant Price, a Registered Holder shall have
      the
      right (but not the obligation) to convert any exercisable but unexercised
      Warrants into shares of Common Stock (the “Conversion
      Right”)
      as follows: upon exercise of the Conversion Right, the Company shall deliver
      to
      the holder (without payment by the holder of any of the Warrant Price in cash)
      that number of shares of Common Stock equal to the quotient obtained by dividing
      (x) the Value (as defined below) of the Warrants being exercised by (y) the
      Current Market Value (as defined below). The “Value” of the Warrants being
      exercised shall equal the amount derived from subtracting (a) (i) the Warrant
      Price multiplied by (ii) the number of shares of Common Stock issuable upon
      exercise of the Warrants being converted from (b) (i) the Current Market Value
      of a share of Common Stock multiplied by (ii) the number of shares of Common
      Stock issuable upon exercise of the Warrants being converted. As used herein,
      the term “Current
      Market Value”
      per share of Common Stock at any date shall mean the average last sale price
      of
      the Common Stock for the ten (10) trading days ending on the third trading
      day
      prior to the date on which the Warrant Agent receives notice of the Registered
      Holder’s exercise of the Conversion Right in the principal trading market for
      the Common Stock as reported by any national securities exchange or quoted
      on
      the NASD OTC Bulletin Board (or its successor entity), as the case may be;
      provided, that if the fair market value of the Common Stock cannot be so
      determined, the “Current Market Value” per share shall be determined by the
      Board of Directors of the Company, in good faith. 

    


    3.4.2.
      Mechanics
      Of Cashless Exercise.
      The Conversion Right may be exercised by a Registered Holder during the Exercise
      Period by surrendering the Warrant with the duly executed exercise form attached
      thereto with the cashless exercise section completed to the Warrant Agent,
      exercising the Conversion Right and specifying the total number of shares of
      Common Stock the Registered Holder will purchase pursuant to such Conversion
      Right; provided
      that any holder that holds Warrants in a brokerage account shall follow the
      procedures of such holder’s broker and the Depository Trust Company in order to
      exercise the Conversion Right.

    


    4.
      Adjustments.

    


    4.1.
      Stock
      Dividends; Split-Ups.
      If after the consummation of the Public Offering, and subject to the provisions
      of Section 4.6 below, the number of outstanding shares of Common Stock is
      increased by a stock dividend payable in shares of Common Stock, or by a
      split-up of shares of Common Stock, or other similar event, then, on the
      effective date of such stock dividend, split-up or similar event, the number
      of
      shares of Common Stock issuable on exercise of each Warrant shall be increased
      in proportion to such increase in outstanding shares of Common
      Stock.

    


    4.2.
      Aggregation
      of Shares.
      If after the consummation of the Public Offering, and subject to the provisions
      of Section 4.6, the number of outstanding shares of Common Stock is decreased
      by
      a consolidation, combination, reverse stock split or reclassification of shares
      of Common Stock or other similar event, then, on the effective date of such
      consolidation, combination, reverse stock split, reclassification or similar
      event, the number of shares of Common Stock issuable on exercise of each Warrant
      shall be decreased in proportion to such decrease in outstanding shares of
      Common Stock.

    


    4.3.
      Adjustments
      in Exercise Price.
      Whenever the number of shares of Common Stock purchasable upon the exercise
      of
      the Warrants is adjusted, as provided in Sections 4.1 and 4.2 above, the Warrant
      Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price
      immediately prior to such adjustment by a fraction (x) the numerator of which
      shall be the number of shares of Common Stock purchasable upon the exercise
      of
      the Warrants immediately prior to such adjustment, and (y) the denominator
      of
      which shall be the number of shares of Common Stock so purchasable immediately
      thereafter. 

     

    
      
        
        

      

      
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    4.4.
      Replacement
      of Securities upon Reorganization.
      In case of any reclassification or reorganization of the outstanding shares
      of
      Common Stock (other than a change covered by Sections 4.1 or 4.2 hereof or
      that
      solely affects the par value of such shares of Common Stock), or in the case
      of
      any merger or consolidation of the Company with or into another corporation
      (other than a consolidation or merger in which the Company is the continuing
      corporation and that does not result in any reclassification or reorganization
      of the outstanding shares of Common Stock), or in the case of any sale or
      conveyance to another corporation or entity of the assets or other property
      of
      the Company as an entirety or substantially as an entirety in connection with
      which the Company is dissolved, the Warrant holders shall thereafter have the
      right to purchase and receive, upon the basis and upon the terms and conditions
      specified in the Warrants and in lieu of the shares of Common Stock of the
      Company immediately theretofore purchasable and receivable upon the exercise
      of
      the rights represented thereby, the kind and amount of shares of stock or other
      securities or property (including cash) receivable upon such reclassification,
      reorganization, merger or consolidation, or upon a dissolution following any
      such sale or transfer, that the Warrant holder would have received if such
      Warrant holder had exercised his, her or its Warrant(s) immediately prior to
      such event; and if any reclassification also results in a change in shares
      of
      Common Stock covered by Sections 4.1 or 4.2, then such adjustment shall be
      made
      pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of
      this
      Section 4.4 shall similarly apply to successive reclassifications,
      reorganizations, mergers or consolidations, sales or other
      transfers.

    


    4.5.
      Notices
      of Changes in Warrant.
      Upon every adjustment of the Warrant Price or the number of shares issuable
      upon
      exercise of a Warrant, the Company shall give written notice thereof to the
      Warrant Agent, which notice shall state the Warrant Price resulting from such
      adjustment and the increase or decrease, if any, in the number of shares
      purchasable at such price upon the exercise of a Warrant, setting forth in
      reasonable detail the method of calculation and the facts upon which such
      calculation is based. Upon the occurrence of any event specified in Sections
      4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company shall give written
      notice to each Warrant holder, at the last address set forth for such holder
      in
      the Warrant Register, of the record date or the effective date of the event.
      Failure to give such notice, or any defect therein, shall not affect the
      legality or validity of such event.

    


    4.6.
      No
      Fractional Shares.
      Notwithstanding any provision contained in this Agreement to the contrary,
      the
      Company shall not issue fractional shares upon exercise of Warrants. If, by
      reason of any adjustment made pursuant to this Section 4, the holder of any
      Warrant would be entitled, upon the exercise of such Warrant, to receive a
      fractional interest in a share, the Company shall, upon such exercise, round
      up
      or down to the nearest whole number the number of the shares of Common Stock
      to
      be issued to the Warrant holder.

    


    4.7.
      Form
      of Warrant.
      The form of Warrant need not be changed because of any adjustment pursuant
      to
      this Section 4, and Warrants issued after such adjustment may state the same
      Warrant Price and the same number of shares as is stated in the Warrants
      initially issued pursuant to this Agreement. However, the Company may at any
      time in its sole discretion make any change in the form of Warrant that the
      Company may deem appropriate and that does not affect the substance thereof,
      and
      any Warrant thereafter issued or countersigned, whether in exchange or
      substitution for an outstanding Warrant or otherwise, may be in the form as
      so
      changed.

    


    4.8.
      Extraordinary
      Dividends.
      If the Company, at any time during the Exercise Period, shall pay a dividend
      or
      make a distribution in cash, securities or other assets to the holders of Common
      Stock (or other shares of the Company’s capital stock into which the Warrants
      are convertible), other than (w) as described in Sections 4.1, 4.2 or 4.4,
      (x)
      regular quarterly or other periodic dividends, (y) in connection with the
      conversion rights of the holders of Common Stock upon consummation of a Business
      Combination or (z) in connection with the Company’s liquidation and the
      distribution of its assets upon its failure to consummate a Business Combination
      (any such non-excluded event being referred to herein as an “Extraordinary
      Dividend”),
      then the Warrant Price shall be decreased, effective immediately after the
      effective date of such Extraordinary Dividend, by the amount of cash and/or
      the
      fair market value (as determined by the Company’s Board of Directors, in good
      faith) of any securities or other assets paid on each share of Common Stock
      in
      respect of such Extraordinary Dividend.

     

    
      
        
        

      

      
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    4.9.
      Notice
      of Certain Transactions.
      In the event that the Company shall (a) offer to holders of its Common Stock
      rights to subscribe for or to purchase any securities convertible into shares
      of
      Common Stock or shares of stock of any class or any other securities, rights
      or
      options, (b) issue any rights, options or warrants entitling the holders of
      Common Stock to subscribe for shares of Common Stock or (c) make a tender offer,
      redemption offer or exchange offer with respect to the Common Stock, the Company
      shall send to the Warrant holders a notice of such action or offer. Such notice
      shall be mailed to the Registered Holders at their addresses as they appear
      in
      the Warrant Register, which shall specify the record date for the purposes
      of
      such dividend, distribution or rights, or the date such issuance or event is
      to
      take place and the date of participation therein by the holders of Common Stock,
      if any such date is to be fixed, and shall briefly indicate the effect of such
      action on the Common Stock and on the number and kind of any other shares of
      stock and on other property, if any, and the number of shares of Common Stock
      and other property, if any, issuable upon exercise of each Warrant and the
      Warrant Price after giving effect to any adjustment pursuant to this Section
      4
      which would be required as a result of such action. Such notice shall be given
      as promptly as practicable after the Company has taken any such
      action.

    


    5.
      Transfer
      and Exchange of Warrants.

    


    5.1.
      Registration
      of Transfer.
      The Warrant Agent shall register the transfer, from time to time, of any
      outstanding Warrant upon the Warrant Register, upon surrender of such Warrant
      for transfer, properly endorsed with signatures properly guaranteed and
      accompanied by appropriate instructions for transfer. Upon any such transfer,
      a
      new Warrant representing an equal aggregate number of Warrants shall be issued
      and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so
      cancelled shall be delivered by the Warrant Agent to the Company from time
      to
      time upon request.

    


    5.2.
      Procedure
      for Surrender of Warrants.
      Warrants may be surrendered to the Warrant Agent, together with a written
      request for exchange or transfer, and thereupon the Warrant Agent shall issue
      in
      exchange therefor one or more new Warrants as requested by the Registered Holder
      of the Warrants so surrendered, representing an equal aggregate number of
      Warrants; provided, however, that in the event that a Warrant surrendered for
      transfer bears a restrictive legend, the Warrant Agent shall not cancel such
      Warrant and issue new Warrants in exchange therefor until the Warrant Agent
      has
      received an opinion of counsel for the Company stating that such transfer may
      be
      made and indicating whether the new Warrants must also bear a restrictive
      legend.

    


    5.3.
      Fractional
      Warrants.
      The Warrant Agent shall not be required to effect any registration of transfer
      or exchange which will result in the issuance of a warrant certificate for
      a
      fraction of a warrant.

    


    5.4.
      Service
      Charges.
      No service charge shall apply to any holder of Warrants for any exchange or
      registration of transfer of Warrants.

    


    5.5.
      Warrant
      Execution and Countersignature.
      The Warrant Agent is hereby authorized to countersign and to deliver, in
      accordance with the terms of this Agreement, the Warrants required to be issued
      pursuant to the provisions of this Section 5, and the Company, whenever required
      by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed
      on behalf of the Company for such purpose.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    6.
      Call.

    


    6.1.
      Call.
      Subject to Section 6.4 hereof, not less than all of the outstanding Warrants
      may
      be called, at the option of the Company, at any time after they become
      exercisable and prior to their expiration, at the office of the Warrant Agent,
      upon the notice referred to in Section 6.2, at the price of $.01 per Warrant
      (the “Call
      Price”),
      provided that (i) the last sale price of the Common Stock on the American Stock
      Exchange, or other national securities exchange on which the Common Stock may
      be
      traded, has been at least $11.50 per share (the “Trigger
      Price”)
      on each of twenty (20) trading days within any thirty (30) trading day period
      ending on the third business day prior to the date on which notice of the call
      is given (the “Measurement
      Period”)
      and (ii) the Public Warrants and the Common Stock underlying such Warrants
      are
      covered by an effective registration statement and a current prospectus from
      the
      beginning of the Measurement Period through the date fixed for the call;
      provided, further, that with respect to the Founder Warrants and the Sponsor
      Warrants, such call right shall not be applicable so long as such Warrants
      are
      held by any of the Private Investors or their Permitted
      Transferees.

    


    6.2.
      Call
      Date; Notice of Call.
      In the event the Company shall elect to call all of the Warrants, the Company
      shall fix a date for the call, which date shall be prior to the expiration
      of
      the Warrants (the “Call
      Date”).
      Notice of the call shall be mailed by first class mail, postage prepaid, by
      the
      Company not less than thirty (30) days prior to the date fixed for the call
      to
      the Registered Holders of the Warrants to be called at their last addresses
      as
      they shall appear in the Warrant Register. Any notice mailed in the manner
      herein provided shall be conclusively presumed to have been duly given on the
      date sent whether or not the Registered Holder received such notice. In the
      event of any adjustment to the Warrant Price or the number of shares of Common
      Stock issuable on exercise of each Warrant as provided in Section 4, a
      proportional adjustment shall be made to the Trigger Price.

    


    6.3.
      Exercise
      after Notice of the Call.
      The Warrants may be exercised for cash at any time after notice of the call
      shall have been given by the Company pursuant to Section 6.2 hereof and prior
      to
      the Call Date. On and after the Call Date, the record holder of the Warrants
      shall have no further rights except to receive, upon surrender of the Warrants,
      the Call Price.

    


    6.4
      Outstanding
      Warrants Only.
      The Company understands that the call rights provided for in this Section 6
      apply only to outstanding Warrants. To the extent a person holds rights to
      purchase Warrants, such purchase rights shall not be extinguished by the call.
      However, once such purchase rights are exercised, the Company may call the
      Warrants issued upon such exercise provided that the criteria for the call
      set
      forth in Section 6.1 are met.

    


    7.
      Other
      Provisions Relating to Rights of Holders of Warrants.

    


    7.1.
      No
      Rights as Stockholder.
      A Warrant does not entitle the Registered Holder thereof to any of the rights
      of
      a stockholder of the Company, including, without limitation, receiving dividends
      or other distributions, exercising any preemptive rights to vote or to consent
      or to receive notice as stockholders in respect of the meetings of stockholders
      or the election of directors of the Company or any other matter. 

    


    7.2.
      Lost,
      Stolen, Mutilated, or Destroyed Warrants.
      If any Warrant is lost, stolen, mutilated or destroyed, the Company and the
      Warrant Agent may on such terms as to indemnity or otherwise as they may in
      their discretion impose (which shall, in the case of a mutilated Warrant,
      include the surrender thereof), issue a new Warrant of like denomination, tenor,
      and date as the Warrant so lost, stolen, mutilated or destroyed. Any such new
      Warrant shall constitute a substitute contractual obligation of the Company,
      whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall
      be at any time enforceable by anyone.

    


    7.3.
      Reservation
      of Common Stock.
      The Company shall at all times reserve and keep available a number of its
      authorized but unissued shares of Common Stock that will be sufficient to permit
      the exercise in full of all outstanding Warrants issued pursuant to this
      Agreement.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    7.4.
      Registration
      of Common Stock.
      The Company agrees that, prior to the commencement of the Exercise Period,
      it
      shall file with the SEC a new registration statement, for the registration
      under
      the Act of, and it shall take such action as is necessary to qualify for sale,
      in those states in which the Public Warrants were initially offered by the
      Company, the Common Stock issuable upon exercise of the Public Warrants. In
      either case, the Company will use its best efforts to cause the same to become
      effective on or prior to the commencement of the Exercise Period and use its
      best efforts to maintain the effectiveness of such registration statement and
      ensure that a current prospectus is on file with the SEC until the expiration
      of
      the Warrants in accordance with the provisions of this Agreement; provided,
      however, that the Company shall not be obligated to deliver securities, and
      shall not have penalties for failure to deliver securities, if a registration
      statement is not effective or a current prospectus is not on file with the
      SEC
      at the time of exercise by the holder. 

    


    7.5.
      Delivery
      of Prospectus or Notice.
      Upon the exercise of any Warrant, if the Company requests, the Warrant Agent
      shall deliver to the Holder of such Warrant, prior to or concurrently with
      the
      delivery of the shares of Common Stock issued upon such exercise, in accordance
      with the Company’s request, either (i) a prospectus relating to the shares of
      Common Stock deliverable upon exercise of Warrants and complying in all material
      respects with the Act or (ii) the notice referred to in Rule 173 under the
      Act.

    


    8.
      Concerning
      the Warrant Agent and Other Matters.

    


    8.1.
      Payment
      of Taxes.
      The Company will from time to time promptly pay all taxes and charges that
      may
      be imposed upon the Company or the Warrant Agent in respect of the issuance
      or
      delivery of shares of Common Stock upon the exercise of Warrants, but the
      Company shall not be obligated to pay any transfer taxes in respect of the
      Warrants or such shares of Common Stock.

    


    8.2.
      Resignation,
      Consolidation or Merger of Warrant Agent.

    


    8.2.1.
      Appointment
      of Successor Warrant Agent.
      The Warrant Agent, or any successor to it hereafter appointed, may resign its
      duties and be discharged from all further duties and liabilities hereunder
      after
      giving sixty (60) days’ notice in writing to the Company. If the office of the
      Warrant Agent becomes vacant by resignation or incapacity to act or otherwise,
      the Company shall appoint in writing a successor Warrant Agent in place of
      the
      Warrant Agent. If the Company shall fail to make such appointment within a
      period of sixty (60) days after it has been notified in writing of such
      resignation or incapacity by the Warrant Agent or by the holder of a Warrant
      (who shall, with such notice, submit his Warrant for inspection by the Company),
      then the holder of any Warrant may apply to the Supreme Court of the State
      of
      New York for the County of New York for the appointment of a successor Warrant
      Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by
      the Company or by such court, shall be a corporation organized and existing
      under the laws of the State of New York in good standing and having its
      principal office in the Borough of Manhattan, City and State of New York, and
      shall be authorized under such laws to exercise corporate trust powers and
      subject to supervision or examination by federal or state authority. After
      appointment, any successor Warrant Agent shall be vested with all the authority,
      powers, rights, immunities, duties and obligations of its predecessor Warrant
      Agent with like effect as if originally named as Warrant Agent hereunder,
      without any further act or deed; but if for any reason it becomes necessary
      or
      appropriate, the predecessor Warrant Agent shall execute and deliver, at the
      expense of the Company, an instrument transferring to such successor Warrant
      Agent all the authority, powers, rights, immunities, duties and obligations
      of
      such predecessor Warrant Agent hereunder; and upon request of any successor
      Warrant Agent, the Company shall make, execute, acknowledge and deliver any
      and
      all instruments in writing for more fully and effectually vesting in and
      confirming to such successor Warrant Agent all such authority, powers, rights,
      immunities, duties and obligations.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    8.2.2.
      Notice
      of Successor Warrant Agent.
      In the event a successor Warrant Agent shall be appointed, the Company shall
      give notice thereof to the predecessor Warrant Agent, Credit Suisse Securities
      (USA) LLC (“Credit
      Suisse”)
      and the transfer agent for the Common Stock not later than the effective date
      of
      any such appointment.

    


    8.2.3.
      Merger
      or Consolidation of Warrant Agent.
      Any corporation into which the Warrant Agent may be merged or with which it
      may
      be consolidated or any corporation resulting from any merger or consolidation
      to
      which the Warrant Agent shall be a party shall be the successor Warrant Agent
      under this Agreement, without any further act or deed.

    


    8.3.
      Fees
      and Expenses of Warrant Agent.

    


    8.3.1.
      Remuneration.
      The Company agrees to pay the Warrant Agent reasonable remuneration for its
      services as Warrant Agent hereunder and will reimburse the Warrant Agent upon
      demand for all expenditures that the Warrant Agent may reasonably incur in
      the
      execution of its duties hereunder.

    


    8.3.2.
      Further
      Assurances.
      The Company agrees to perform, execute, acknowledge and deliver or cause to
      be
      performed, executed, acknowledged and delivered all such further and other
      acts,
      instruments, and assurances as may reasonably be required by the Warrant Agent
      for the carrying out or performing of the provisions of this
      Agreement.

    


    8.4.
      Liability
      of Warrant Agent.

    


    8.4.1.
      Reliance
      on Company Statement.
      Whenever in the performance of its duties under this Agreement, the Warrant
      Agent shall deem it necessary or desirable that any fact or matter be proved
      or
      established by the Company prior to taking or suffering any action hereunder,
      such fact or matter (unless other evidence in respect thereof be herein
      specifically prescribed) may be deemed to be conclusively proved and established
      by a statement signed by the Chief Executive Officer or Chairman of the Board
      of
      Directors of the Company and delivered to the Warrant Agent. The Warrant Agent
      may rely upon such statement for any action taken or suffered in good faith
      by
      it pursuant to the provisions of this Agreement.

    


    8.4.2.
      Indemnity.
      The Warrant Agent shall be liable hereunder only for its own negligence, willful
      misconduct or bad faith. The Company agrees to indemnify the Warrant Agent
      and
      save it harmless against any and all liabilities, including judgments, costs
      and
      reasonable counsel fees, for anything done or omitted by the Warrant Agent
      in
      the execution of this Agreement except as a result of the Warrant Agent’s
      negligence, willful misconduct or bad faith.

    


    8.4.3.
      Exclusions.
      The Warrant Agent shall have no responsibility with respect to the validity
      of
      this Agreement or with respect to the validity or execution of any Warrant
      (except its countersignature thereof); nor shall it be responsible for any
      breach by the Company of any covenant or condition contained in this Agreement
      or in any Warrant; nor shall it be responsible to make any adjustments required
      under the provisions of Section 4 hereof or responsible for the manner, method
      or amount of any such adjustment or the ascertaining of the existence of facts
      that would require any such adjustment; nor shall it by any act hereunder be
      deemed to make any representation or warranty as to the authorization or
      reservation of any shares of Common Stock to be issued pursuant to this
      Agreement or any Warrant or as to whether any shares of Common Stock will,
      when
      issued, be valid and fully paid and nonassessable.

    


    8.5.
      Acceptance
      of Agency.
      The Warrant Agent hereby accepts the agency established by this Agreement and
      agrees to perform the same upon the terms and conditions herein set forth and,
      among other things, shall account promptly to the Company with respect to
      Warrants exercised and concurrently account for and pay to the Company all
      moneys received by the Warrant Agent for the purchase of shares of Common Stock
      through the exercise of Warrants.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    8.6.
      Waiver.
      The Warrant Agent hereby waives any and all right, title, interest or claim
      of
      any kind (“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 American Stock Transfer & Trust Company, 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.

    


    9.
      Miscellaneous
      Provisions.

    


    9.1.
      Successors.
      All the covenants and provisions of this Agreement by or for the benefit of
      the
      Company or the Warrant Agent shall bind and inure to the benefit of their
      respective successors and assigns.

    


    9.2.
      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 business 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 Warrant Agent, to:

    


    American
      Stock Transfer & Trust Company

    59
      Maiden
      Lane

    New
      York,
      NY 10038

    Attn:
      George Karfunkel

    Fax:
      (718) 331-1852

    


    if
      to the Company, to:

    


    Greenstreet
      Acquisition Corp.

    2601
      South Bayshore Drive, Suite 800

    Coconut
      Grove, Florida 33133

    Attn:
      Jeffrey Safchik

    Fax:
      (305) 858-2334

    


    if
      to Credit Suisse, to: 

    


    Credit
      Suisse Securities (USA) LLC

    Eleven
      Madison Avenue

    New
      York,
      New York 10010-3629

    Attn:
      LCD-IBD

    


    with
      a
      copy to: 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Simpson
      Thacher & Bartlett LLP

    2550
      Hanover Street

    Palo
      Alto, California 94304

    Attn:
      William H. Hinman, Esq., Louis P.A. Lehot, Esq. 

    Fax:
      (650) 251-5002

    


    in
      each case with a copy to:

    


    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

    


    9.3.
      Applicable
      Law.
      This
      Agreement and the Warrants 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
      Company hereby agrees 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 Company irrevocably submits to such
      jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives
      any objection to such exclusive jurisdiction and that such courts represent
      an
      inconvenient forum. Any such process or summons to be served upon the Company
      may be served by transmitting a copy thereof by registered or certified mail,
      return receipt requested, postage prepaid, addressed to it at the address set
      forth in Section 9.2 hereof. Such mailing shall be deemed personal service
      and
      shall be legal and binding upon the Company in any action, proceeding or
      claim.

    


    9.4
      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 Investor
      in the negotiation, administration, performance or enforcement
      hereof.

    


    9.5.
      Persons
      Having Rights under this Agreement.
      Nothing in this Agreement expressed and nothing that may be implied from any
      of
      the provisions hereof is intended, or shall be construed, to confer upon, or
      give to, any person or corporation other than the parties hereto and the
      Registered Holders of the Warrants and, for the purposes of Sections 2.5, 6.1,
      6.4, 7.4 and 9.2 hereof, Credit Suisse (the “Representative”),
      any right, remedy, or claim under or by reason of this Agreement or of any
      covenant, condition, stipulation, promise, or agreement hereof. The
      Representative shall be deemed to be a third-party beneficiary of this Agreement
      with respect to Sections 2.5, 6.1, 6.4, 7.4 and 9.2 hereof. All covenants,
      conditions, stipulations, promises, and agreements contained in this Agreement
      shall be for the sole and exclusive benefit of the parties hereto (and the
      Representative with respect to Sections 2.5, 6.1, 6.4, 7.4 and 9.2 hereof),
      their successors and assigns and the Registered Holders of the
      Warrants.

    


    9.6.
      Examination
      of this Agreement.
      A copy of this Agreement shall be available at all reasonable times at the
      office of the Warrant Agent in the Borough of Manhattan, City and State of
      New
      York, for examination by the Registered Holder of any Warrant. Prior to such
      examination, the Warrant Agent may require any such holder to submit his Warrant
      for inspection by it.

    


    9.7.
      Counterparts.
      This Agreement may be executed in any number of original or facsimile
      counterparts and each of such counterparts shall for all purposes be deemed
      to
      be an original, and all such counterparts shall together constitute but one
      and
      the same instrument.

     

    9.8.
      Effect
      of Headings.
      The section headings herein are for convenience only and are not part of this
      Agreement and shall not affect the interpretation hereof.

    


    9.9.
      Amendments.
      This Agreement may be amended by the parties hereto without the consent of
      any
      Registered Holder for the purpose of curing any ambiguity, or curing, correcting
      or supplementing any defective provision contained herein, or adding or changing
      any other provisions with respect to matters or questions arising under this
      Agreement as the parties may deem necessary or desirable and that the parties
      deem shall not adversely affect the interest of the Registered Holders. All
      other modifications or amendments, including, but not limited to, any amendment
      to increase the Warrant Price or shorten the Exercise Period, shall require
      the
      written consent of the Representative and the Registered Holders of a majority
      of the then outstanding Warrants. Notwithstanding the foregoing, the Company
      may
      lower the Warrant Price or extend the duration of the Exercise Period in
      accordance with Sections 3.1 and 3.2 without such consent.

    


    [Remainder
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        12

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      this Agreement has been duly executed by the parties hereto as of the day and
      year first above written.

     

     

    
      	 	 	 
	 	GREENSTREET
              ACQUISITION CORP.
	 
 	 
 	 
 
	 	By:  	    
              /s/
              Jeffrey Safchik
	 	
              
                

              

              Name: Jeffrey Safchik

              Title:   Chief Operating Officer and
                Chief

                         
                Financial Officer

            
	 	 


    

     

    
      	 	 	 
	 	AMERICAN
              STOCK
              TRANSFER & TRUST COMPANY
	 
 	 
 	 
 
	 	By:  	
              /s/ Herbert J. Lemmer

            
	 	
              
                

              

              
                Name:
                  Herbert J. Lemmer

                Title: 
                   Vice President

              

            
	 	 


    

     

    
      
        
        

      

      
        13