Unassociated Document


     

    ____________,
      2008

     

    


    Greenstreet
      Acquisition Corp.

    2601
      South Bayshore Drive, Suite 800

    Coconut
      Grove, Florida 33133

    


    and

    


    Credit
      Suisse Securities (USA) LLC

    Eleven
      Madison Avenue

    New
      York,
      New York 10010-3629

    


    Re:   INITIAL
      PUBLIC OFFERING

    


    Ladies
      and Gentlemen:

    


    This
      letter is being delivered to you in accordance with the Underwriting Agreement
      (the “Underwriting
      Agreement”)
      proposed to be entered into by and between Greenstreet Acquisition Corp., a
      Delaware corporation (the “Company”)
      and
      Credit Suisse Securities (USA) LLC (“Credit
      Suisse”)
      acting
      as underwriter (the “Underwriter”),
      relating to an underwritten initial public offering (the “IPO”)
      of the
      Company’s units (the “Units”),
      each
      Unit comprised of one share of the Company’s Common Stock, par value $0.001 per
      share (the “Common
      Stock”),
      and
      one warrant, which is exercisable for one share of Common Stock. Certain
      capitalized terms used herein are defined in paragraph 11 hereof.

    


    In
      order
      to induce the Company and the Underwriter to enter into the Underwriting
      Agreement and to proceed with the IPO, and in recognition of the benefit that
      such IPO will confer upon the undersigned as a stockholder of the Company,
      and
      for other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, the undersigned hereby agrees with the Company and
      the
      Underwriter as follows:

    


    1. If
      the
      Company solicits approval of its stockholders of a Business Combination, the
      undersigned will vote (i) all Founder Shares owned by the undersigned in
      accordance with the majority of the votes cast by the holders of the IPO Shares
      and (ii) all shares of Common Stock that the undersigned has acquired in the
      IPO
      or in the open market in favor of such Business Combination and in favor of
      an
      amendment to the Amended and Restated Certificate of Incorporation of the
      Company to provide for the Company’s perpetual existence. The undersigned will
      not vote in favor of any amendment to Articles Fifth and Sixth of the Amended
      and Restated Certificate of Incorporation of the Company proposed to be filed
      with the Secretary of State of the State of Delaware on the Effective
      Date.

    


    2. In
      the
      event that the Company fails to consummate a Business Combination within twenty
      four (24) months from the effective date (the “Effective
      Date”)
      of the
      Registration Statement, the undersigned will take all reasonable actions within
      the undersigned’s power to (i) cause the Trust Account to be liquidated and
      distributed to the holders of IPO Shares in accordance with that Investment
      Management Trust Agreement to be entered into by and between the Company and
      American Stock Transfer & Trust Company, as Trustee (the “Trust
      Agreement”);
      and
      (ii) cause the Company to liquidate as soon as reasonably practicable. The
      undersigned agrees that in connection with any cessation of the corporate
      existence of the Company, it will take all reasonable steps to cause the Company
      to adopt a plan of distribution in accordance with Section 281(b) of the General
      Corporation Law of the State of Delaware or any successor provision thereto.
      The
      undersigned hereby waives any and all right, title, interest or claim of any
      kind (each a “Claim”)
      in or
      to (x) any distribution of the Trust Account with respect to the undersigned’s
      Founder Shares in connection with a liquidation and (y) any remaining net assets
      of the Company after such liquidation. The undersigned hereby 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 and will not seek recourse against
      the
      funds held in or distributed from the Trust Account for any reason.
      Notwithstanding the foregoing, the undersigned shall be entitled to seek
      recourse against the Trust Account and any other property of the Company to
      enforce the Company’s indemnification obligations to the undersigned, as set
      forth in the Certificate of Incorporation of the Company, as such certificate
      may be amended from time to time. The undersigned acknowledges and agrees that
      there will be no distribution from the Trust Account with respect to any
      warrants, all rights of which will terminate on the Company’s liquidation.


     

    
      
        
        

      

      
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    3. Except
      as
      disclosed in the Registration Statement, none of the undersigned, any member
      of
      the family of 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 or in connection with the consummation of the Business
      Combination; provided, that the undersigned shall be entitled to reimbursement
      from the Company upon approval by the Company’s Audit Committee for the
      undersigned’s reasonable out-of-pocket expenses incurred in connection with
      seeking and consummating a Business Combination.

    


    4. None
      of
      the undersigned, any member of the family of the undersigned, nor any Affiliate
      of the undersigned will be entitled to receive or accept from the Company a
      finder’s fee, broker commission or any other compensation in the event the
      undersigned, any member of the family of the undersigned or any Affiliate of
      the
      undersigned originates a Business Combination.

    


    5. The
      undersigned shall escrow the undersigned’s Founder Shares and Sponsor Warrants,
      in accordance with the terms of a Securities Escrow Agreement which the Company
      will enter into with the undersigned and American Stock Transfer & Trust
      Company, as escrow agent, in form and substance acceptable to the
      Company.

    


    6. With
      respect to the undersigned, the information in the Registration Statement is
      true and accurate in all respects and does not omit any material information
      with respect to the undersigned. The undersigned agrees to be of the Company
      and
      currently intends to serve until the earlier of the consummation by the Company
      of a Business Combination or the liquidation of the Company. The undersigned’s
      Questionnaire for Directors and Officers furnished to the Company and attached
      hereto as Exhibit
      A
      and the
      undersigned’s biographical information in the Registration Statement is true and
      accurate in all respects and does not omit any material information with respect
      to the undersigned’s background. The undersigned represents and warrants
      that:

     

    
      
        
        

      

      
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    6.1 the
      undersigned is not subject to, or a respondent in, any legal action for any
      injunction, cease-and-desist order or order or stipulation to desist or refrain
      from any act or practice relating to the offering of securities in any
      jurisdiction;

    


    6.2 the
      undersigned has never been convicted of or pleaded guilty to any crime (i)
      involving any fraud; (ii) relating to any financial transaction or handling
      of
      funds of another person; (iii) pertaining to any dealings in any securities;
      or
      (iv) moral turpitude, and the undersigned is not currently a defendant in any
      such criminal proceeding;

    


    6.3 the
      undersigned has never been suspended or expelled from membership in any
      securities or commodities exchange or association or had a securities or
      commodities license or registration denied, suspended or revoked;

    


    6.4 a
      petition under any federal bankruptcy laws or any state insolvency law was
      not
      filed by or against, nor was a receiver fiscal agent or similar officer
      appointed by a court for the business or property of the undersigned, or for
      any
      partnership in which the undersigned was a general partner, in each case within
      the past ten years or for any corporation or business association of which
      the
      undersigned was an executive officer within the past ten years;

    


    6.5 the
      undersigned has not been subject to any order prohibiting and is not subject
      to
      any legal proceeding seeking to prohibit the undersigned from engaging in any
      type of business practice;

    


    6.6 the
      undersigned has not been found by a court of competent jurisdiction in a civil
      action by the Securities and Exchange Commission or by any other federal or
      state administrative or regulatory authority to have violated any federal or
      state securities law; 

    


    6.7 the
      undersigned has not been found by a court of competent jurisdiction in a civil
      action by the Commodity Futures Trading Commission or by any other federal
      or
      state administrative or regulatory authority to have violated any federal or
      state commodities law; and

    


    6.8 the
      Company will not consummate any Business Combination that involves a target
      acquisition which is affiliated with any of the directors, officers or
      Affiliates of the Company or with which the undersigned has had any discussions,
      formal or otherwise, with respect to a Business Combination prior to the
      consummation of the IPO.

    


    7. This
      letter agreement shall be binding on the Company and the undersigned and the
      undersigned’s respective successors, heirs, personal representatives and
      assigns. This letter agreement shall terminate on the earlier of (i) the date
      upon which the Business Combination is consummated and (ii) the date upon which
      the liquidation and distribution of the Trust Account is completed, provided
      that the following Sections shall survive such termination: 3, 4, 5, 11, 12,
      13,
      14 and 15.

    


    
      
        
        

      

      
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    8. The
      undersigned agrees that, in order to minimize potential conflicts of interest
      which may arise from multiple corporate affiliations, from the consummation
      of
      the IPO until the earliest of the consummation of a Business Combination,
      liquidation of the Company and such time as the undersigned ceases to be a
      director or officer of the Company, (i) the undersigned shall present to the
      Company for its consideration prior to presentation to any other entity, any
      business opportunity that has an aggregate fair market value of $500 million
      or
      more, subject to the undersigned’s pre-existing fiduciary or contractual
      obligations and (ii) the undersigned shall not assist or participate with any
      other person or entity in the pursuit of or negotiation with respect to a
      business opportunity described in clause (i) unless and until it receives prior
      written notice from the Company that the Company has determined not to pursue
      such business opportunity; provided that the foregoing shall not apply to any
      real estate opportunities, any opportunities in the locomotive or railcar
      leasing industries and any opportunities in the dry bulk ocean transportation,
      inland marine transportation and bulk-storage and transfer terminal industries;
      provided, further, that the undersigned shall have no obligation to present
      any
      real estate opportunities, any opportunities in the locomotive or railcar
      leasing industries or any opportunities in the dry bulk ocean transportation,
      inland marine transportation and bulk-storage and transfer terminal industries
      to the Company.

    


    9. The
      undersigned authorized any employer, financial institution or consumer credit
      reporting agency to release to the Company, Credit Suisse and their respective
      legal representatives or agents (including any investigative search firm
      retained by any of the foregoing), any information he or it may have about
      the
      undersigned’s background and finances for the purposes of such party’s
      participation in the IPO.

     

    
      10. The
        undersigned agrees not to participate in the formation of, or become an officer
        or director of, any other blank check company until the earliest of (i) the
        liquidation of the Company, (ii) the execution of a letter intent, agreement
        in
        principle or definitive agreement regarding a Business Combination, and (iii)
        such time as the undersigned ceases to be an officer or director of the
        Company.

       

    

    11. Reference
      is made to the lock-up agreement letter to be entered into by and among the
      undersigned and the Underwriter, and the undersigned covenants and undertakes
      to
      the Company to comply with the terms thereof as if the Company were a party
      thereto.

    


    12. This
      letter agreement shall be governed by, and construed in accordance with, the
      laws of the State of New York applicable to contracts executed in and to be
      performed in that State, including, without limitation, Sections 5-1401 and
      5-1402 of the New York General Obligations Law and the New York Civil Practice
      Laws and Rules 327(b). Each of the Company and the undersigned hereby (i) agrees
      that any action, proceeding or claim against him or it arising out of or
      relating in any way to this letter 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 and (ii) waives any objection to such
      exclusive jurisdiction and that such courts represent an inconvenient
      forum.

    


    13. 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
      letter agreement.

     

    
      
        
        

      

      
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    14. As
      used
      herein:

    


    14.1 “Affiliate”
shall
      have the meaning ascribed to it in Rule 12b-2 of the General Rules and
      Regulations under the Securities Exchange Act of 1934, as amended.

    


    14.2. “Business
      Combination”
shall
      have the meaning set forth in the Registration Statement.

    


    14.3 “Founder
      Shares”
shall
      mean all of the shares of Common Stock of the Company issued prior to the
      IPO.

    


    14.4 “IPO
      Shares”
shall
      mean the shares of Common Stock comprising the Units issued in the Company’s
      IPO.

    


    14.5 “Registration
      Statement”
shall
      mean the registration statement to be filed by the Company on Form S-1 with
      the
      Securities and Exchange Commission, and any amendment or supplement thereto,
      in
      connection with the IPO.

    


    14.6 “Sponsor
      Warrants”
shall
      mean the warrants to be purchased by the undersigned immediately prior to and
      subject to the consummation of the Company’s IPO, as set forth in that certain
      Sponsor Warrant Subscription Agreement, dated as of January 14, 2008, by and
      between the Company and the undersigned.

    


    14.7 “Trust
      Account”
shall
      mean the trust account established pursuant to the Trust Agreement, the amounts
      therein to be released only in the event of the consummation of a Business
      Combination, a liquidation of the Company or as otherwise permitted by the
      Trust
      Agreement.

    


    15. 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 Credit Suisse.

    


    


    
      
        
        

      

      
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    Sincerely,

    


    _____________________________________

    
 

    


    


    


    Accepted
      and agreed:

    


    GREENSTREET
      ACQUISITION CORP.

    


    


    By:
      _________________________________

    Name:
      

    Title:
      

    


    [Insider
      Letter]


     

     

    
      
        
        

      

      
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