Exhibit
      10.1.1

    


    _________,
      2008

    


    Indas
      Green Acquisition Corporation

    Level
      30-31, Six Battery Road

    Raffles
      Place

    Singapore
      049909

    


    Chardan
      Capital Markets, LLC

    17
      State
      Street, Suite 1600

    New
      York,
      New York 10004

    


    Re: Initial
      Public Offering

     

    Ladies
      and Gentlemen:

     

    The
      undersigned officer and/or director of Indas Green Acquisition Corporation
      (the
“Company”)
      in
      consideration of Chardan Capital Markets LLC the representative (“Chardan”
or
      the
“Representative”)
      of the
      several underwriters (the “Underwriters”),
      entering into an agreement to underwrite an initial public offering (the
“IPO”)
      of
      5,250,000 units (6,037,500 if the over-allotment option is exercised in full),
      each unit comprised of one ordinary share, par value $.0001 per share of the
      Company (the “Ordinary
      Share”);
      and
      one warrant exercisable for one share of Ordinary Share the undersigned hereby
      agrees as follows (certain capitalized terms used herein are defined in
      paragraph 12 hereof):

    


    1. If
      the
      Company solicits approval of its shareholders of a Business Combination, the
      undersigned will: (i) vote all Insider Shares owned by the undersigned in
      accordance with the majority of the votes cast by the Public Shareholders who
      vote at the special or annual meeting called for the purpose of approving the
      Business Combination and (ii) vote any Ordinary Shares acquired in or following
      the IPO in favor of the Business Combination. 

     

    2. (a) In
      the
      event that the Company fails to consummate a Business Combination within 24
      months from the effective date (the “Effective
      Date”)
      of the
      registration statement relating to the IPO, or 36 months in the event the
      Extended Period is approved by the Company’s shareholders (the later date being
      the “Termination
      Date”),
      the
      undersigned shall, in accordance with all applicable requirements of the law
      of
      the Cayman Islands, take all action reasonably within his power to liquidate
      the
      Company and distribute all funds held in the Trust Account to the Public
      Shareholders as soon as reasonably practicable following the applicable
      Termination Date in the manner and subject to the deductions set forth in the
      Prospectus. In addition, from and after the Termination Date, the undersigned
      will, in accordance with the Company’s Amended and Restated Memoranda and
      Articles of Association, take all action reasonably within his power to limit
      the Company’s activities to winding up its affairs and to dissolving the Company
      and liquidating the Trust Account. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (b) Except
      with respect to any of the IPO Shares acquired by the undersigned in or
      following the IPO, the undersigned hereby irrevocably: (i) waives any and
      all right, title, interest, cause of action or claim of any kind (a
“Claim”)
      in or
      to all funds in the Trust Account and any remaining net assets of the Company
      upon liquidation of the Trust Account and dissolution of the Company;
      (ii) waives any Claim the undersigned may have in the future as a result
      of, or arising out of, any contracts or agreements with the Company, which
      Claim
      would reduce, encumber or otherwise adversely affect the amounts held in the
      Trust Account; and (iii) agrees that the undersigned will not seek recourse
      (legal, equitable or otherwise) against the Trust Account for any reason
      whatsoever. The undersigned hereby agrees that it shall promptly reimburse
      the
      Trust Account for any distribution of amounts in the Trust Account received
      by
      the undersigned in respect of its Insider Shares. For clarity, the undersigned
      may receive distributions from the Trust Account in respect of the Ordinary
      Shares acquired by the undersigned in or following the IPO. The undersigned
      waives the undersigned’s right to exercise redemption rights with respect to any
      Ordinary Shares owned or to be owned by the undersigned, directly or indirectly,
      and agrees that the undersigned will not seek redemption with respect to such
      shares in connection with any vote to approve a Business Combination or the
      Extended Period.

     

    3. The
      undersigned acknowledges and agrees that the Company will not consummate any
      Business Combination involving a company affiliated with any of the Insiders
      unless (x) such Business Combination is approved by a majority of the
      independent directors of the Company and (y) the Company obtains an opinion
      from
      an independent third party appraiser, which may or may not be an investment
      banking firm that is a member of the Financial Industry Regulatory Authority,
      Inc., reasonably acceptable to the Representative that the purchase price to
      be
      paid by the Company in the Business Combination is fair to the Company’s
      shareholders from a financial perspective.

     

    4. Neither
      the undersigned nor any Affiliate of the undersigned will be entitled to receive
      and will not accept any compensation for services rendered to the Company prior
      to the consummation of the Business Combination; provided that the undersigned
      shall be entitled to reimbursement from the Company for his out-of-pocket
      expenses incurred in connection with seeking and consummating a Business
      Combination.

     

    5. The
      undersigned agrees that neither the undersigned nor any Affiliate of the
      undersigned will be entitled to receive or accept, and the undersigned, on
      behalf of the undersigned and the aforementioned parties, hereby waives any
      rights to, a finder’s fee or any other compensation payable by the Company in
      the event the undersigned, or any Affiliate of the undersigned originates a
      Business Combination or otherwise renders services on behalf of the Company
      prior to or in connection with a Business Combination.

     

    6. The
      undersigned will escrow his Insider Shares for the period commencing on the
      Effective Date, and ending on the earlier to occur of either: (i) two years
      after the effective date of the Prospectus as such term is defined in paragraph
      12 (but in no event prior to the consummation of a Business Combination) or
      (ii)
      one year following consummation of a Business Combination, unless the Company
      consummates a subsequent liquidation, merger, stock exchange or other similar
      transaction which results in all of the shareholders
      of the
      combined entity having the right to exchange their ordinary shares for cash,
      securities or other property, subject in all respects to the terms of a
      Securities Escrow Agreement which the Company will enter into with the
      undersigned and the Continental Stock Transfer and Trust Company.
      

     

    7. The
      undersigned’s information furnished to the Company and the Underwriters is true
      and accurate in all material respects, does not omit any material information
      with respect to the undersigned’s background and contains all of the information
      required to be disclosed pursuant to Section 401 of Regulation S-K,
      promulgated under the Securities Act of 1933, as amended.  The
      undersigned’s Questionnaire furnished to the Company and the Underwriters is
      true and accurate in all respects.  The undersigned further represents and
      warrants to the Company and the Underwriters that:

     

    (a) No
      petition under the Federal bankruptcy laws or any state insolvency law has
      been
      filed by or against, or a receiver, fiscal agent or similar officer was
      appointed by a court for the business or property of the undersigned, or any
      partnership in which the undersigned was or is a general partner at or within
      two years prior to the date hereof within two (2) years prior to the date
      hereof;

     

    
      
         

      

      
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    (b) The
      undersigned has not been convicted in any criminal proceeding nor is the
      undersigned currently a named subject of a pending criminal proceeding
      (excluding traffic violations and other minor offenses); 

     

    (c) The
      undersigned has not been the subject of any order, judgment, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining the undersigned from, or
      otherwise limiting, the following activities: 

     

    (i) Acting
      as
      a futures commission merchant, introducing broker, commodity trading advisor,
      commodity pool operator, floor broker, leverage transaction merchant, any other
      person regulated by the Commodity Futures Trading Commission, or an associated
      person of any of the foregoing, or as an investment adviser, underwriter, broker
      or dealer in securities, or as an affiliated person, director or employee of
      any
      investment company, bank, savings and loan association or insurance company,
      or
      engaging in or continuing any conduct or practice in connection with such
      activity; 

     

    (ii) Engaging
      in any type of business practice; or 

     

    (iii) Engaging
      in any activity in connection with the purchase or sale of any security or
      commodity or in connection with any violation of Federal or State securities
      laws or Federal commodities laws; 

     

    (d) The
      undersigned has not been the subject of any order, judgment or decree, not
      subsequently reversed, suspended or vacated, of any Federal or State authority
      barring, suspending or otherwise limiting for more than sixty (60) days the
      right of the undersigned to engage in any activity described in paragraph (c)(i)
      above, or to be associated with persons engaged in any such activity;


     

    (e) The
      undersigned has not been found by a court of competent jurisdiction in a civil
      action or by the Securities and Exchange Commission to have violated any Federal
      or State securities law, and the judgment in such civil action or finding by
      the
      Securities and Exchange Commission has not been subsequently reversed,
      suspended, or vacated; 

     

    (f) The
      undersigned has not been found by a court of competent jurisdiction in a civil
      action or by the Commodity Futures Trading Commission to have violated any
      Federal commodities law, and the judgment in such civil action or finding by
      the
      Commodity Futures Trading Commission has not been subsequently reversed,
      suspended or vacated;

    


    (g) The
      Subscription Agreement dated January 25, 2008 by and between the undersigned
      and
      the Company has been duly authorized, executed and delivered by the undersigned,
      is a valid and binding agreement of the undersigned, enforceable against the
      undersigned in accordance with its terms except as the enforceability thereof
      may be limited by bankruptcy, insolvency, or similar laws affecting creditors’
rights generally from time to time in effect and by equitable principles of
      general applicability; and 

    


    (h) Upon
      execution thereof, the Registration Rights Agreement referred to in the
      Prospectus will be duly authorized, executed and delivered by the undersigned
      and will constitute a valid and binding agreement of the undersigned,
      enforceable against it in accordance with its terms except as enforceability
      thereof may be limited by bankruptcy, insolvency, or similar laws affecting
      creditors’ rights generally from time to time in effect and by equitable
      principles of general applicability.

     

    
      
         

      

      
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    8. The
      undersigned has full right and power, without violating any agreement by which
      the undersigned is bound (including, without limitation, any non-competition
      or
      non-solicitation agreement with any employer or former employer), to enter
      into
      this letter agreement and serve as Chairman of the Board of the Company. This
      letter agreement has been duly authorized, executed and delivered by the
      undersigned and is a valid and binding agreement of the undersigned, enforceable
      against it in accordance with its terms except as enforceability thereof may
      be
      limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights
      generally from time to time in effect and by equitable principles of general
      applicability.

    


    9. The
      undersigned authorizes any employer, financial institution, or consumer credit
      reporting agency to release to the Underwriters and their legal representatives
      or agents (including any investigative search firm retained by the Underwriters)
      any information they may have about the undersigned’s background and finances
      (the “Information”). 
      Neither the Underwriters nor their agents shall be violating the undersigned’s
      right of privacy in any manner in requesting and obtaining the Information
      and
      the undersigned hereby releases them from liability for any damage whatsoever
      in
      that connection.

     

    10. To
      the
      extent the Representative does not exercise the over-allotment option to
      purchase up to an additional 787,500 units of the Company, the undersigned
      agrees it shall return to the Company for cancellation, at no cost to the
      undersigned, a number of Insider Shares held by the undersigned determined
      by
      multiplying 196,875 by a fraction, (i) the numerator of which is 787,500 minus
      the number of Ordinary Shares included as part of the Units purchased by the
      Representative upon exercise of its over-allotment option and (ii) the
      denominator of which is 787,500. The forfeited amount shall be in an amount
      sufficient to cause the existing Shareholders in the aggregate to maintain
      control over no more than 20% of the Ordinary Shares then-outstanding after
      giving effect to the IPO and the exercise, if any, of the over-allotment
      option.

     

    11. The
      undersigned agrees to serve as Chairman of the Board of the Company until the
      earlier of the consummation by the Company of a Business Combination or the
      liquidation of the Company.

     

    12. As
      used
      herein: (i) “Affiliate”
shall
      mean any member of the family of the undersigned or any entity or person that
      directly or indirectly controls, is controlled by or is under common control
      with, the undersigned; (ii) “Business
      Combination”
shall
      mean an acquisition, by merger, capital stock exchange, asset acquisition,
      stock
      purchase, reorganization or other similar business combination of one or more
      operating businesses as described in the registration statement relating to
      the
      IPO; (iii) “Extended
      Period”
shall
      mean the extension of the Company’s corporate existence from 24 to 36 months
      pursuant to the Company’s Amended and Restated Memorandum and Articles of
      Association; (iv) “Insiders”
shall
      mean all of the Company’s officers and directors, Mission Biofuels Limited,
      Value Insights LLP and their Affiliates; (v) “Insider
      Shares”
shall
      mean all of the Ordinary Shares owned by the Insiders prior to the IPO; (vi)
      “IPO
      Shares”
shall
      mean the Ordinary Shares issued in the Company’s IPO; (vii) “Prospectus”
shall
      mean the prospectus contained in the registration statement relating to the
      IPO;
      (viii) “Public
      Shareholders”
shall
      mean the holders of the securities issued by the Company in the IPO; and (ix)
      “Trust
      Account”
means
      the trust account in which the proceeds to the Company of the IPO will be
      deposited and held for the benefit of the holders of the IPO shares, as
      described in greater detail in the Prospectus.  

     

    
      
         

      

      
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    13. This
      letter agreement shall be governed by and interpreted and construed in
      accordance with the laws of the State of New York applicable to contracts formed
      and to be performed entirely within the State of New York, without regard to
      the
      conflicts of law provisions thereof to the extent such principles and rules
      would require or permit the application of the laws of another jurisdiction.
      The
      undersigned hereby agrees that any action, proceeding or claim against the
      undersigned 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 irrevocably submits
      to
      such jurisdiction, which jurisdiction shall be exclusive. The undersigned hereby
      waives any objection to such exclusive jurisdiction and that such courts
      represent an inconvenient forum.

     

    14. No
      term
      or provision of this letter agreement may be amended, changed, waived, altered
      or modified except by written instrument executed and delivered by the
      undersigned, the Company and the Representative. This letter agreement shall
      be
      binding on the undersigned and such person’s successors, heirs, personal
      representatives and assigns. 

     

    15. The
      undersigned acknowledges and understands that the Company and the Underwriters
      will rely upon the agreements, representations and warranties set forth herein
      in proceeding with the IPO. Nothing contained herein shall be deemed to render
      the Underwriters representatives of, or fiduciaries with respect to, the
      Company, its shareholders or any creditor or vendor of the Company with respect
      to the subject matter thereof.

     

    
      	 	 	 
	 	 	 
	 	
              By:

            	 
	 	 	
              Nagarajan
                Balasubramanian

            


    


    
      
         

      

      
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