Unassociated Document


     

    Form
      of

    Rule
      10b5-1 Stock Purchase Plan

    


    This
      Rule
      10b5-1 Stock Purchase Plan (this “Purchase
      Plan”),
      is
      entered into on ______, 2008 by and among Credit Suisse Securities (USA) LLC
      (“Credit
      Suisse”
or
      “Broker”),
      Greenstreet Acquisition Corp., a Delaware corporation (the “Company”),
      Greenstreet Capital, L.P., a Delaware limited partnership (“Purchaser”),
      and
      GRST Acquisition, LLC (the “Sponsor”),
      a
      Delaware limited liability company the sole member of which is
      Purchaser.

     

    WHEREAS,
      Purchaser desires to establish a plan that qualifies for the affirmative defense
      and safe harbor provided by Rules 10b5-1 (“Rule
      10b5-1”)
      and
      10b-18 (“Rule
      10b-18”),
      respectively, under the Securities Exchange Act of 1934, as amended (the
“Exchange
      Act”),
      to
      purchase shares of common stock, par value $0.001 per share (the “Shares”),
      of
      the Company, as described in the Company’s Registration Statement on Form S-1
      (File No. 333-148714) relating to the initial public offering (the “IPO”)
      of the
      Company (the “Registration
      Statement”);

     

    WHEREAS,
      Purchaser desires to engage Credit Suisse as its exclusive agent to purchase
      Shares on its behalf in accordance with this Purchase Plan; and 

     

    WHEREAS,
      Purchaser has established or, prior to effecting transactions under this
      Purchase Plan will establish, an account (the “Account”)
      with
      Credit Suisse by executing an account agreement and all other necessary
      ancillary documents with Credit Suisse.

     

    NOW,
      THEREFORE, Credit Suisse, the Company and Purchaser hereby agree as follows:
      

     

    1.  Engagement
      of Broker

     

    During
      the term of this Purchase Plan, Credit Suisse shall act as Purchaser’s exclusive
      agent to purchase Shares pursuant to this Purchase Plan. Subject to the terms
      and conditions set forth herein, Credit Suisse hereby accepts such appointment
      and engagement.

     

    2.  Trading
      Instructions

     

    (a)  Credit
      Suisse is authorized to begin purchasing Shares as agent for Purchaser pursuant
      to this Purchase Plan on the later of (i) two Business Days (as defined below)
      after the Company files a preliminary proxy statement (the “Proxy
      Statement”)
      with
      the Securities and Exchange Commission (the “SEC”)
      relating to the Company’s proposed Business Combination (as defined below) and
      (ii) 60 calendar days after termination of the “restricted period” in connection
      with the IPO under Regulation M (the “Commencement
      Date”).
      Credit Suisse shall cease purchasing Shares on the Termination Date (as defined
      below). “Business
      Combination”
shall
      mean the Company’s acquisition of one or more operating businesses (the
“Target”)
      through a merger, capital stock exchange, asset or stock acquisition,
      exchangeable share transaction or other similar business combination. The period
      beginning on the Commencement Date and ending on the Termination Date is
      referred to herein as the “Plan
      Period”.
      For
      the avoidance of doubt, Credit Suisse shall not begin purchasing Shares as
      agent
      for Purchaser until it receives written notification from the Company and
      Purchaser of the Commencement Date in accordance with Section 5(a) herein.
      All
      notices hereunder shall be given to Credit Suisse in writing by facsimile at
      [(
      ) -
],
      Attention: [ ],
      and
      confirmed by telephone at [(
      ) -
].

     

    (b)  In
      accordance with Credit Suisse’s customary procedures, Credit Suisse will deposit
      Shares purchased hereunder into the Account against payment to Credit Suisse
      of
      the purchase price therefor and commissions and other fees in respect thereof.
      

     

    (c)  Credit
      Suisse will notify Purchaser and the Company via email of all transactions
      executed under this Purchase Plan pursuant to customary trade confirmations,
      which shall be provided within 24 hours of each transaction as follows: if
      to
      Purchaser, to [
      ]
      at
[
      ],
      if to
      the Company, to [
      ]
      at
[
      ].

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d)  (i) 
      On each
      day during the Plan Period on which the American Stock Exchange (the
“Exchange”)
      is
      open for trading (each, a “Business
      Day”),
      Credit Suisse shall use commercially reasonable efforts to purchase, as agent
      and for the account of Purchaser in compliance with Rule 10b-18, the lesser
      of
      (x) the maximum number of Shares Purchaser is permitted to purchase under Rule
      10b-18 on such Business Day and (y) the number of Shares to be purchased
      pursuant to the Share Repurchase Guidelines set forth on Appendix A hereto,
      provided, however, that to the extent such purchases would not constitute
“10b-18
      purchases”
as
      defined under Rule 10b-18 solely as a result of Rule 10b-18(a)(13)(iv), Credit
      Suisse may, upon the advice of counsel to Credit Suisse that the restrictions
      contained in Rule 10b-18(a)(13)(iv)(B) do not apply to a purchase of Shares,
      disregard such restrictions in determining the number of Shares that may be
      purchased pursuant to clause (x) above. 

     

    (ii) Purchaser
      shall pay to Broker a commission of $[_____] per Share so purchased.


     

    (e)  Credit
      Suisse will make, keep and produce promptly upon request of the Company,
      Purchaser or the SEC, a daily time sequenced schedule of all Share purchases
      made under this Purchase Plan, on a transaction by transaction basis, including
      (i) size, broker (if any), time of execution and price of the purchase, and
      (ii)
      the exchange, quotation system, or other facility through which the Share
      purchase occurred.

     

    (f)  Purchaser
      agrees that this Purchase Plan constitutes an irrevocable limit order to
      purchase Shares pursuant to the terms of this Purchase Plan, including the
      Share
      Repurchase Guidelines set forth on Appendix A hereto. 

     

    (g)  The
      purchase of Shares pursuant to this Purchase Plan will be made by Credit
      Suisse unless another broker-dealer shall be mutually agreed upon in
      writing by Credit Suisse and Purchaser, on such terms and conditions as Credit
      Suisse and Purchaser shall mutually agree.

     

    3.  Broker’s
      Discretion to Deviate from Trading Instructions

     

    (a)  Subject
      to the Share Repurchase Guidelines and other terms and conditions set forth
      in
      this Purchase Plan, Credit Suisse shall have full discretion with respect to
      the
      execution of all purchases, and each of the Company, the Sponsor and the
      Purchaser acknowledges and agrees that none of the Company, the Sponsor or
      the
      Purchaser has, and shall not attempt to exercise, any influence over how, when
      or whether to effect such purchases of Shares pursuant to this Purchase
      Plan.

     

    (b)  Notwithstanding
      any provision herein to the contrary, including the provisions of Section
      2(d)(i), in the event that, upon advice of counsel to Credit Suisse, effecting
      purchases hereunder would result in a violation of applicable law, including,
      without limitation, Regulation M, or a breach of any contract to which Credit
      Suisse or its affiliates are a party or by which it or its affiliates are bound
      or such purchases would result in a violation of applicable law by the Purchaser
      (collectively, “Restrictions”),
      Credit Suisse may refrain from purchasing Shares or purchase fewer than the
      otherwise applicable number of Shares to be purchased set forth in the Share
      Repurchase Guidelines, as determined by Credit Suisse, in its discretion with
      regard to such Restrictions.

     

    4.  Termination
      Date

     

    This
      Purchase Plan shall terminate upon the Termination Date. “Termination
      Date”
means
      the earliest of:

     

    (a)  the
      Business Day immediately preceding the mailing date for proxy materials related
      to the Business Combination;

     

    (b)  the
      Business Day on which the aggregate purchase price for all Shares purchased
      under this Purchase Plan equals $30,000,000; provided that, for the avoidance
      of
      doubt, in no event shall the aggregate purchase price for all Shares purchased
      under this Purchase Plan exceed $30,000,000;

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (c)  the
      date
      that Credit Suisse receives notice that Purchaser has filed a petition for
      bankruptcy or reorganization, or a petition for bankruptcy has been filed
      against Purchaser and has not been dismissed within sixty (60) calendar days
      of
      its filing;

     

    (d)  the
      date
      that the Company, the Sponsor or Purchaser or any other person publicly
      announces a tender or exchange offer with respect to the Shares or a merger,
      acquisition, reorganization, recapitalization or other similar business
      combination or transaction as a result of the consummation of which the Shares
      would be exchanged or converted into cash, securities or other property, other
      than, in each case, in connection with the Business Combination; 

     

    (e)  the
      date
      following the date on which the Company publicly announces that it does not
      intend to proceed with the Business Combination described in the Proxy
      Statement; and 

     

    (f)  such
      time
      as Credit Suisse determines, in its sole discretion, that it is prohibited
      for
      any reason from engaging in purchasing activity as Purchaser’s agent under this
      Purchase Plan.

     

    If
      Credit
      Suisse determines that any event specified in Paragraphs (b), (c), (d), (e)
      or
      (f), of this Section 4 has occurred, Credit Suisse shall promptly provide
      written notice to Purchaser that this Purchase Plan has terminated pursuant
      to
      the terms of this Section 4 and shall state the date of such termination in
      such
      notice.

     

    5.  Representations,
      Warranties and Covenants

     

    (a)  From
      the
      date hereof until the Termination Date, each of the Company, Sponsor and
      Purchaser agrees not to discuss with Credit Suisse the Company’s or the Target’s
      business, operations or prospects or any other information likely to be related
      to the value of the Shares or likely to influence a decision to sell or purchase
      Shares; provided that, with the approval of counsel to Credit Suisse, the
      Company, Sponsor and Purchaser may communicate with Credit Suisse personnel
      who
      are not responsible for, and have no ability to influence, the execution of
      this
      Purchase Plan. Notwithstanding the preceding sentence, the Company and Sponsor
      shall jointly provide Broker with written notification of (i) the Commencement
      Date, whether the shareholders of the Target have voted on the Business
      Combination prior to the Commencement Date, and the 10-K Per Share Amount or
      the
      10-Q Per Share Amount, as applicable (as defined in Appendix A) within one
      Business Day after the Proxy Statement is filed by the Company with the SEC
      and
      any change thereto within two Business Days after a subsequent annual report
      on
      Form 10-K or quarterly report on Form 10-Q is filed by the Company with the
      SEC
      during the Plan Period, (ii) the mailing of a proxy statement or other
      solicitation materials to stockholders of the Target with respect to a vote
      on
      the Business Combination, and (iii) any fact known to the Company, Sponsor
      or
      Purchaser that, alone or in combination with other facts known to the Company,
      Sponsor or Purchaser, would make purchases under this Purchase Plan unlawful
      pursuant to Regulation M or otherwise, promptly upon such fact becoming known
      to
      the Company, Sponsor or Purchaser.

     

    (b)  Purchaser
      represents and warrants to Credit Suisse that this Purchase Plan and the
      transactions contemplated hereby have been duly authorized by Purchaser.


     

    (c)  Each
      of
      Purchaser and Sponsor agrees with Credit Suisse that it will not, and the
      Company agrees with Credit Suisse that none of its “affiliated
      purchasers”
as
      defined in Rule 10b-18 have made and that none of the foregoing will make,
      any
      purchases of blocks as described in the proviso in Rule 10b-18(b)(4) during
      the
      four full calendar weeks immediately preceding the Commencement Date.


     

    (d)  Each
      of
      the Company, Purchaser and Sponsor represents and warrants to Credit Suisse
      that
      it is not aware of any material, nonpublic information concerning the Company
      or
      its securities (“Material,
      Nonpublic Information”)
      and is
      entering into this Purchase Plan in good faith and not as part of a plan or
      scheme to evade the prohibitions of Rule 10b5-1.

     

    (e)  Credit
      Suisse represents and warrants to the Company, Sponsor and Purchaser that it
      has
      implemented reasonable policies and procedures, taking into consideration the
      nature of Credit Suisse’s business, to ensure that individuals making investment
      decisions will not violate the laws prohibiting trading on the basis of
      Material, Nonpublic Information. These policies and procedures include those
      that restrict any purchase or sale, or the causing of any purchase or sale,
      of
      any security as to which Credit Suisse has Material, Nonpublic Information,
      as
      well as those that prevent such individuals from becoming aware of or being
      in
      possession of Material, Nonpublic Information. Credit Suisse agrees that no
      person who exercises influence on its behalf over how, when or whether to effect
      purchases pursuant to this Purchase Plan may do so while aware of Material,
      Nonpublic Information.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (f)  From
      the
      date hereof until the Termination Date, Purchaser agrees not to enter into
      any
      hedging transaction with respect to any Shares. 

     

    (g)  Each
      of
      the Company, Sponsor and Purchaser represents and warrants that as of the time
      of execution of this Purchase Plan, neither the Company, Sponsor nor Purchaser
      has entered into any similar plan or agreement with respect to Shares or any
      security or interest convertible into or exchangeable for Shares. Other than
      as
      set forth above, each of the Company, Sponsor and Purchaser agrees that without
      the prior written consent of Broker, neither the Company, Sponsor nor Purchaser
      shall, during the Plan Period, directly or indirectly (including, without
      limitation, by means of a cash-settled or other derivative instrument) purchase,
      offer to purchase, place any bid or limit order that would effect a purchase
      of,
      any Shares (or an equivalent interest, including a unit of beneficial interest
      in a trust or limited partnership or a depository share), or any security
      convertible into or exchangeable for Shares, other than a redemption of units
      held by the Company’s founders (as defined in the Registration Statement) at
      cost as a result of the underwriters of the IPO not exercising in full the
      over-allotment option granted to such underwriters by the Company in connection
      with the IPO.

     

    (h)  Each
      of
      the Company, Sponsor and Purchaser agrees to inform Credit Suisse (i) of any
      purchases made during the Plan Period by an “affiliated purchaser” as defined in
      Rule 10b-18 promptly upon becoming aware of such purchases and (ii) if any
      “affiliated purchaser” intends to make such purchases, promptly upon being
      informed of such intention.

     

    6.  Compliance
      with the Securities Laws

     

    (a)  It
      is the
      intent of the parties that this Purchase Plan comply with the requirements
      of
      Rule 10b5-1(c)(1)(i)(B), and the parties agree that this Purchase Plan shall
      be
      interpreted to comply with the requirements of Rule 10b5-1(c).

     

    (b)  Credit
      Suisse agrees to use commercially reasonable efforts to comply with Rules 10b5-1
      and 10b-18 in effecting purchases of Shares pursuant to this Purchase
      Plan.

     

    7.  Indemnification

     

    (a)  The
      Company, Sponsor and Purchaser agree to jointly and severally indemnify and
      hold
      harmless Credit Suisse (and its directors, officers, employees and affiliates)
      from and against all claims, liabilities, losses, damages and expenses
      (including reasonable attorneys’ fees and costs) arising out of or attributable
      to (i) any material breach by the Company, Sponsor or Purchaser of this Purchase
      Plan (including the Company’s, Sponsor’s and Purchaser’s representations and
      warranties), and (ii) any violation by the Company, Sponsor or Purchaser of
      applicable laws or regulations with respect to the transactions contemplated
      by
      this Purchase Plan. This indemnification will survive the termination of this
      Purchase Plan. Neither the Company, Sponsor nor Purchaser will have
      indemnification obligations hereunder in the case of bad faith or willful
      misconduct of Credit Suisse or any other indemnified person, as determined
      by a
      final, non-appealable judgment of a court of competent
      jurisdiction.

     

    (b)  Notwithstanding
      any other provision herein, no party hereto will be liable to the other for
      (i)
      special, indirect, punitive, exemplary, or consequential damages, or incidental
      losses or damages of any kind, including but not limited to lost profits, lost
      savings, loss of use of facility or equipment, regardless of whether arising
      from breach of contract, warranty, tort, strict liability or otherwise, and
      even
      if advised of the possibility of such losses or damages or if such losses or
      damages could have been reasonably foreseen, or (ii) any failure to perform
      or
      for any delay in performance that results from a cause or circumstance that
      is
      beyond its reasonable control, including but not limited to failure of
      electronic or mechanical equipment, strikes, failure of common carrier or
      utility systems, severe weather, market disruptions or other causes commonly
      known as “acts of God”. 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (c)  The
      Company, Sponsor and Purchaser acknowledge and agree that Credit Suisse has
      not
      provided the Company, Sponsor or Purchaser with any tax, accounting or legal
      advice with respect to this Purchase Plan, including whether Sponsor or
      Purchaser would be entitled to any of the affirmative defenses under Rule 10b5-1
      or entitled to the safe harbor of Rule 10b-18.

     

    8.  General

     

    (a)  This
      Purchase Plan (including any Appendices, Annexes or Exhibits) constitutes the
      entire agreement between the parties hereto with respect to the subject matter
      hereof, and supersedes any previous or contemporaneous agreements,
      understandings, proposals or promises with respect thereto, whether written
      or
      oral.

     

    (b)  This
      Purchase Plan will be governed by, and construed in accordance with, the laws
      of
      the State of New York, without regard to such State’s conflict of laws rules.


     

    (c)  This
      Purchase Plan and each party’s rights and obligations hereunder may not be
      assigned or delegated without the written permission of the other party and
      shall inure to the benefit of each party’s successors and permitted assigns,
      whether by merger, consolidation or otherwise.

     

    (d)  This
      Purchase Plan may be executed in two or more counterparts and by facsimile
      signature.

     

    [Signature
      Page Follows]

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the undersigned have signed this Purchase Plan as of the date
      first written above.

     

    Credit
      Suisse Securities (USA) LLC 

    


     

    By:
      ____________________________   

    Name:

    Title:

     

     

    Greenstreet
      Acquisition Corp. 

    


     

    By:
      ____________________________      

    Name:

    Title:

     

     

     

    GRST
      Acquisition, LLC

    


     

    By:
      ____________________________      

    Name:

    Title:

     

     

     

    Greenstreet
      Capital, L.P.


     

    


     

    By:
      ____________________________      

    Name:

    Title:

    
 

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    



    APPENDIX
      A

     

    Share
      Repurchase Guidelines

     

    
      	
              Purchase
                Price Range

            	 	
              Number
                of Shares to be Purchased

            
	 	 	 
	
              The
                value in the Company’s trust account (as defined in the Registration
                Statement) as of the Company’s most recent annual report on Form 10-K or
                quarterly report on Form 10-Q, as applicable, filed prior to a purchase
                of
                Shares pursuant to this Purchase Plan, divided by the number of Shares
                issued in the IPO then outstanding (the “10-K
                Per Share Amount”
                or the “10-Q
                Per Share Amount”,
                as applicable), or below.

            	 	
              Credit
                Suisse shall purchase up to $30,000,000 of Shares (AMEX:GNS), less
                the
                aggregate amount of any Shares previously purchased pursuant to this
                Purchase Plan, excluding
                commissions.

            


    

    


     

    All
      Share
      amounts and limit prices listed herein shall be increased or decreased to
      reflect stock splits, reverse stock splits, stock dividends or similar
      recapitalization transactions with respect to the Company should they occur.
      

     

     

     

     

    A-1