GENIE ENERGY LTD.
OFFER TO EXCHANGE
UP TO
5,000,000 SHARES OF
CLASS B COMMON STOCK, PAR VALUE $0.01 PER SHARE,
FOR
SERIES 2012-A PREFERRED STOCK, PAR VALUE $0.01 PER
SHARE
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON JUNE 23, 2014, UNLESS EXTENDED OR EARLIER TERMINATED (THE EXPIRATION DATE). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M.,
NEW YORK CITY TIME, ON THE EXPIRATION DATE.
To Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees:
Genie Energy Ltd.
(Genie or the Issuer) is offering, upon the terms and subject to the conditions set forth in the Offer to Exchange, dated May
22, 2014 (as it may be amended or supplemented from time to time, the Offer to Exchange), and the enclosed letter of transmittal (the
Letter of Transmittal), to exchange (the Exchange Offer), with the holder thereof (the Holder), one share of Genie
Class B Common Stock, par value $0.01 per share (the Class B Common Stock), for one share of Genie Series 2012-A Preferred Stock, par value
$0.01 per share (the Series 2012-A Preferred Stock), up to 5,000,000 shares in the aggregate. Capitalized terms used but not defined herein
shall have the respective meanings ascribed to them in the Offer to Exchange.
We are requesting that you
contact your clients for whom you hold shares of Class B Common Stock regarding the Exchange Offer. For your information and for forwarding to your
clients for whom you hold shares of Class B Common Stock registered in your name or in the name of your nominee, we are enclosing the following
documents:
1. Offer to Exchange
dated May 22, 2014;
2. The Letter of
Transmittal for your use and for the information of your clients;
3. A Notice of
Guaranteed Delivery to be used to accept the Exchange Offer if certificates for shares of Class B Common Stock are not immediately available or time
will not permit all required documents to reach the American Stock Transfer & Trust Company, LLC, the Exchange Agent for the Exchange Offer (the
Exchange Agent) prior to the Expiration Date (as defined below) or if the procedure for book-entry transfer cannot be completed on a timely
basis;
4. A form of letter
which may be sent to your clients for whose account you hold shares of Class B Common Stock registered in your name or the name of your nominee, with
space provided for obtaining such clients instructions with regard to the Exchange Offer; and
5. Return envelopes
addressed to the Exchange Agent.
Your prompt action is
requested. The Exchange Offer will expire at 5:00 p.m., New York City time, on June 23, 2014, unless extended or terminated by the Issuer (the
Expiration Date). Shares of Class B Common Stock tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration
Date.
To participate in the Exchange
Offer, a duly executed and properly completed Letter of Transmittal (or facsimile thereof or Agents Message in lieu thereof), with any required
signature guarantees and any other required documents, should be sent to the Exchange Agent, and certificates representing the shares of Class B Common
Stock, if any, should be delivered to the Exchange Agent, all in accordance with the instructions set forth in the Letter of Transmittal and the Offer
to Exchange.
If a registered Holder desires to
tender shares of Class B Common Stock, but certificates representing shares of Class B Common Stock are not immediately available, or time will not
permit such Holders shares of Class B Common Stock or other required documents to reach the Exchange Agent before the Expiration Date, or the
procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected by following the guaranteed delivery procedures
described in the Offer to Exchange in the section captioned Terms of the Exchange Offer Procedures for Tendering Guaranteed
Delivery.
The Issuer will, upon request,
reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding the
Offer to Exchange and the related documents to the beneficial owners of shares of Class B Common Stock held by them as nominee or in a fiduciary
capacity. The Issuer will pay or cause to be paid
all stock transfer taxes
applicable to the exchange of shares of Class B Common Stock pursuant to the Exchange Offer, except as set forth in Instruction 6 of the Letter of
Transmittal.
Any inquiries you may have with
respect to Exchange Offer, or requests for additional copies of the enclosed materials, should be directed to the Exchange Agent, at its address and
telephone number set forth on the front of the Letter of Transmittal.
Very truly
yours,
Genie Energy
Ltd.
NOTHING HEREIN OR IN THE
ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF THE ISSUER OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY
DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE OFFER TO
EXCHANGE OR THE LETTER OF TRANSMITTAL.
Enclosures