Unassociated Document


    

      STOCK
        ESCROW AGREEMENT

      


      STOCK
        ESCROW AGREEMENT, dated as of [____],
        2008
        (this “Agreement”),
        by
        and among GREEN ENERGY ACQUISITION CORPORATION, a Delaware corporation (the
        “Company”),
        GREEN
        ENERGY ACQUISITION HOLDINGS, LLC, a Delaware limited liability company
        (“Holdings”),
        CRAVEN CROWELL and WINSTON H. HICKOX (and,
        with Holdings, collectively, the “Initial
        Stockholders”)
        and
        CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a
        New
        York corporation (the
        “Escrow
        Agent”).

      


      WHEREAS,
        the Company has entered into an Underwriting Agreement, dated [____],
        2008
        (the “Underwriting
        Agreement”),
        with
SunTrust
        Robinson Humphrey, Inc., as representative of the underwriters
        (“SunTrust”),
        pursuant to which, among other matters, the underwriters have agreed to purchase
        units (the “Units”)
        of the
        Company. Each Unit consists of one share of the Company’s common stock, par
        value $.0001 per share (the “Common
        Stock”),
        and
        one warrant, each warrant to purchase one share of Common Stock (the
“Warrant”),
        all
        as more fully described in the Company’s final Prospectus, dated [____],
        2008
        (the “Prospectus”)
        comprising part of the Company’s Registration Statement on Form S-1
        (File No. 333-[____])
        under
        the Securities Act of 1933, as amended (the “Registration
        Statement”),
        declared effective on [____],
        2008
        (the “Effective
        Date”).

      


      WHEREAS,
        the Initial Stockholders have agreed, as a condition of the sale of the Units
        to
        SunTrust, to deposit all of the shares of Common Stock of the Company
        outstanding prior to such sale, as set forth opposite their respective names
        in
Exhibit
        B
        attached
        hereto (collectively, the “Escrow
        Shares”),
        in
        escrow as hereinafter provided.

      


      WHEREAS,
        the Company and the Initial Stockholders desire that the Escrow Agent accept
        the
        Escrow Shares, in escrow, to be held and disbursed as hereinafter
        provided.

      


      NOW,
        THEREFORE, in consideration of the promises and the mutual covenants,
        representations and warranties contained herein and intending to be legally
        bound hereby, the parties agree as follows:

      


      1. Appointment
        of Escrow Agent.
        The
        Company and the Initial Stockholders hereby appoint the Escrow Agent to act
        in
        accordance with and subject to the terms of this Agreement and the Escrow
        Agent
        hereby accepts such appointment and agrees to act in accordance with and
        subject
        to such terms.

      


      2. Deposit
        of Escrow Shares.
        On or
        before the Effective Date, each of the Initial Stockholders shall deliver
        to the
        Escrow Agent certificates representing his, her or its respective Escrow
        Shares,
        to be held and disbursed subject to the terms and conditions of this Agreement.
        Each Initial Stockholder acknowledges that the certificate representing his,
        her
        or its Escrow Shares bears a legend reflecting the deposit of such Escrow
        Shares
        under this Agreement.

      


      
        
          
          

        

        
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      3. Disbursement
        of the Escrow Shares.
        The
        Escrow Agent shall hold the Escrow Shares
        until one year after the consummation of the Company’s initial business
        combination (as described in the Registration Statement) (the “Escrow
        Period”),
        on
        which date it shall, upon written instructions from the Company and each
        Initial
        Stockholder, disburse each of the Initial Stockholder’s Escrow Shares (and any
        applicable stock power) to such Initial Stockholder or its Permitted
        Transferees, as defined below; provided,
        however,
        that if
        the Escrow Agent is notified by the Company pursuant to Section 6.8 hereof
        that
        the Company is being liquidated at any time during the Escrow Period, then
        the
        Escrow Agent shall promptly destroy the certificates representing the Escrow
        Shares; provided,
        further,
        that if
        SunTrust does not exercise in full the underwriters’ over-allotment option to
        purchase an additional 3,000,000 Units of the Company within 45 days of the
        Effective Date of the Registration Statement, Holdings agrees that the Escrow
        Agent shall return to the Company for cancellation, at no cost, the number
        of
        Escrow Shares held by Holdings determined by multiplying the number of Escrow
        Shares subject to forfeiture (a maximum of 750,000 Escrow Shares) held by
        Holdings by a fraction, (a) the numerator of which is 3,000,000 minus the
        number
        of shares of Common Stock purchased by the underwriters upon the exercise
        of the
        over-allotment option, and (b) the denominator of which is 3,000,000;
provided further,
        that
        if, after the Company consummates its initial business combination (as described
        in the Registration Statement), the last sales price of the Common Stock
        equals
        or exceeds $14.25 per share for any 20 trading days within any 30-day trading
        period commencing 90 days after the closing of such initial business combination
        or the Company (or the surviving entity) subsequently consummates a liquidation,
        merger, stock exchange or other similar transaction that results in all of
        the
        stockholders of such entity having the right to exchange their shares of
        Common
        Stock for cash, securities or other property, then the Escrow Agent will,
        upon
        receipt of a certificate executed by the Chairman of the Board, President
        or
        other authorized officer of the Company (or the surviving entity), in form
        reasonably acceptable to the Escrow Agent, that such conditions have been
        achieved or such transaction is then being consummated, as applicable, release
        the respective Escrow Shares to the Initial Stockholders or their Permitted
        Transferees. The Escrow Agent shall have no further duties hereunder after
        the
        disbursement or destruction of all of the Escrow Shares in accordance with
        this
        Section 3.

      


      4. Rights
        of Initial Stockholders in Escrow Shares.
        

      


      4.1 Voting
        Rights as a Stockholder.
        Subject
        to the terms of the Insider Letter described in Section 4.4 hereof and except
        as
        herein provided, the Initial Stockholders and their Permitted Transferees
        shall
        retain all of their rights as stockholders of the Company during the Escrow
        Period, including, without limitation, the right to vote such
        shares.

      


      4.2 Dividends
        and Other Distributions in Respect of the Escrow Shares.
        During
        the Escrow Period, all dividends payable in cash with respect to the Escrow
        Shares shall be paid to the Initial Stockholders, but all dividends payable
        in
        stock or other non-cash property (“Non-Cash
        Dividends”)
        shall
        be delivered to the Escrow Agent to hold in accordance with the terms hereof.
        As
        used herein, the term “Escrow Shares” shall be deemed to include the Non-Cash
        Dividends distributed thereon, if any.

      


      
        
          
          

        

        
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      4.3 Restrictions
        on Transfer.
        During
        the Escrow Period, no sale, transfer or other disposition may be made of
        any or
        all of the Escrow Shares except (i)
        to
        persons or entities controlling, controlled by, or under common control with
        such Initial Stockholder or to any stockholder, member, partner or limited
        partner of such Initial Stockholder, (ii) to family members and trusts of
        Initial Stockholders or their permitted transferees set forth in (i) above
        for
        estate planning purposes or, upon the death of an Initial Stockholder or
        its
        permitted transferee set forth in (i) above, to such person’s estate or
        beneficiaries (the “Permitted
        Transferees”),
        or
        (iii) by private sales, made in compliance with applicable securities laws,
        at
        or prior to the consummation of a business combination at prices no greater
        than
        the price at which the Escrow Shares were originally purchased; in each case,
        such transferee will be subject to the same transfer restrictions as the
        Initial
        Stockholders until after the Company completes its initial business
        combination;
        provided,
        however,
        that
        such transfers may be implemented only upon the respective transferee’s written
        agreement to be bound by the terms and conditions of this Agreement and of
        the
        Insider Letter signed by SunTrust, the Company and the Initial Stockholder
        transferring the Escrow Shares. During the Escrow Period, the Initial
        Stockholders and their Permitted Transferees shall not pledge or grant a
        security interest in the Escrow Shares or grant a security interest in their
        rights under this Agreement without the prior written consent of the
        Company.

      


      4.4 Insider
        Letters.
        Each of
        the Initial Stockholders has executed a letter agreement with SunTrust and
        the
        Company, dated as indicated on Exhibit
        B
        hereto,
        and which is filed as an exhibit to the Registration Statement (each, an
        “Insider
        Letter”),
        respecting the rights and obligations of such Initial Stockholder in certain
        events, including but not limited to the liquidation of the
        Company.

      


      5. Concerning
        the Escrow Agent.

      


      5.1 Good
        Faith Reliance.
        The
        Escrow Agent shall not be liable for any action taken or omitted by it in
        good
        faith and in the exercise of its own best judgment, and may rely conclusively
        and shall be protected in acting upon any order, notice, demand, certificate,
        opinion or advice of counsel (including counsel chosen by the Escrow Agent),
        statement, instrument, report or other paper or document (not only as to
        its due
        execution and the validity and effectiveness of its provisions, but also
        as to
        the truth and acceptability of any information therein contained) which is
        believed by the Escrow Agent to be genuine and to be signed or presented
        by the
        proper person or persons. The Escrow Agent shall not be bound by any notice
        or
        demand, or any waiver, modification, termination or rescission of this Agreement
        unless evidenced by a writing delivered to the Escrow Agent signed by the
        proper
        party or parties and, if the duties or rights of the Escrow Agent are affected,
        unless the Escrow Agent shall have given its prior written consent thereto.
        

      


       5.2 Indemnification.
        The
        Escrow Agent shall be indemnified and held harmless by the Company from and
        against any expenses, including counsel fees and disbursements, or loss suffered
        by the Escrow Agent in connection with any action, suit or other proceeding
        involving any claim which in any way, directly or indirectly, arises out
        of or
        relates to this Agreement, the services of the Escrow Agent hereunder, or
        the
        Escrow Shares held by it hereunder, other than expenses or losses arising
        from
        the gross negligence or willful misconduct of the Escrow Agent. Promptly
        after
        the receipt by the Escrow Agent of notice of any demand or claim or the
        commencement of any action, suit or proceeding, the Escrow Agent shall notify
        the other parties hereto in writing. In the event of the receipt by the Escrow
        Agent of such notice, the Escrow Agent, in its sole discretion, may commence
        an
        action in the nature of interpleader in an appropriate court to determine
        ownership or disposition of the Escrow Shares or it may deposit the Escrow
        Shares with the clerk of any appropriate court or it may retain the Escrow
        Shares pending receipt of a final, non-appealable order of a court having
        jurisdiction over all of the parties hereto directing to whom and under what
        circumstances the Escrow Shares are to be disbursed and delivered. The
        provisions of this Section 5.2 shall survive in the event the Escrow Agent
        resigns or is discharged pursuant to Sections 5.5 or 5.6 below.

      


      
        
          
          

        

        
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      5.3 Compensation.
        The
        Escrow Agent shall be entitled to the fees set forth on Schedule
        A
        hereto
        for all services rendered by it hereunder. The Escrow Agent shall also be
        entitled to reimbursement from the Company for all expenses paid or incurred
        by
        it in the administration of its duties hereunder including, but not limited
        to,
        all counsel, advisors’ and agents’ fees and disbursements and all taxes or other
        governmental charges.

      


      5.4 Further
        Assurances.
        From
        time to time on and after the date hereof, the Company and the Initial
        Stockholders shall deliver or cause to be delivered to the Escrow Agent such
        further documents and instruments and shall do or cause to be done such further
        acts as the Escrow Agent shall reasonably request to carry out more effectively
        the provisions and purposes of this Agreement, to evidence compliance herewith
        or to assure the Escrow Agent that it is protected in acting
        hereunder.

      


      5.5 Resignation.
        The
        Escrow Agent may resign at any time and be discharged from its duties as
        escrow
        agent hereunder by its giving the other parties hereto written notice thereof
        and such resignation shall become effective as hereinafter provided. Such
        resignation shall become effective at such time that the Escrow Agent shall
        turn
        over to a successor escrow agent appointed by the Company, the Escrow Shares
        held hereunder. If no new escrow agent is appointed by the Company within
        the
        60-day period following the giving of such notice of resignation, the Escrow
        Agent may deposit the Escrow Shares with any court it reasonably deems
        appropriate.

      


      5.6 Discharge
        of Escrow Agent.
        The
        Escrow Agent shall resign and be discharged from its duties as escrow agent
        hereunder if so requested in writing at any time by the other parties hereto,
        jointly, provided, however, that such resignation shall become effective
        only
        upon acceptance of appointment by a successor escrow agent subject to all
        of the
        terms of this Agreement and the delivery, by the Escrow Agent, of the Escrow
        Shares to such successor escrow agent. 

      


      5.7 Liability.
        Notwithstanding anything herein to the contrary, the Escrow Agent shall not
        be
        relieved from liability hereunder for its own gross negligence or its own
        willful misconduct.

      


      
        
          
          

        

        
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      6. Miscellaneous.

       

      6.1 Waiver
        of Claims against Trust Account.
        Notwithstanding any other provision of this Agreement, the Escrow Agent confirms
        its understanding that the Company has established the Trust Account (as
        defined
        in the Prospectus) relating to the Units being sold pursuant to the Prospectus.
        The Escrow Agent acknowledges that the Trust Account will exist for the benefit
        of the Company’s public stockholders and the monies from the Trust Account may
        only be disbursed upon the occurrence of certain events, as more fully described
        in the Prospectus. The Escrow Agent agrees that neither it nor any of its
        affiliates have or will have any right, title, interest or claim in or to
        the
        monies in the Trust Account, and the Escrow Agent hereby waives any and all
        right, title, interest of claim of any kind in or to any distribution of
        any
        property held in the Trust Account that it or its affiliates may have now
        or in
        the future and hereby agrees not to seek recourse, reimbursement, payment
        or
        satisfaction for any claim of any kind against the Trust Account for any
        reason
        whatsoever, including in respect of the Company’s indemnification obligations
        set forth in this Agreement. 

      


      6.2 Governing
        Law.
        This
        Agreement shall, for all purposes, be deemed to be made under and shall be
        construed in accordance with the laws of the State of New York, without giving
        effect to conflicts of law principles that would result in the application
        of
        the substantive laws of another jurisdiction (whether of the State of New
        York
        or any other jurisdiction that would cause the application of the laws of
        any
        jurisdiction other than the State of New York). Each of the Company, the
        Initial
        Stockholders and the Escrow Agent 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 irrevocably
        submits to such jurisdiction, which jurisdiction shall be exclusive. Each
        of the
        Company, the Initial Stockholders and the Escrow Agent 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 each of
        the
        Company, the Initial Stockholders and the Escrow Agent 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
        6.7 hereof. Such mailing shall be deemed personal service and shall be legal
        and
        binding upon each of the Company, the Initial Stockholders and the Escrow
        Agent
        in any action, proceeding or claim.

      


      6.3 Third
        Party Beneficiaries.
        Each of
        the Initial Stockholders hereby acknowledges that SunTrust is an intended
        third
        party beneficiary of this Agreement and this Agreement may not be modified
        or
        changed without the prior written consent of SunTrust. 

      


      6.4 Entire
        Agreement.
        This
        Agreement contains the entire agreement of the parties hereto with respect
        to
        the subject matter hereof and, except as expressly provided herein, may not
        be
        changed or modified except by an instrument in writing signed by SunTrust
        and
        the party against whom such change or modification is to be enforced. It
        may be
        executed in several original or facsimile counterparts, each one of which
        shall
        constitute an original, and together shall constitute but one
        instrument.

      


      6.5 Headings.
        The
        headings contained in this Agreement are for reference purposes only and
        shall
        not affect in any way the meaning or interpretation thereof.

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      6.6 Binding
        Effect.
        This
        Agreement shall be binding upon and inure to the benefit of the respective
        parties hereto and their legal representatives, successors and
        assigns.

      


      6.7 Notices.
        Any
        notice or other communication required or which may be given hereunder shall
        be
        in writing and either be delivered personally or be mailed, certified or
        registered mail, or by private national courier service, return receipt
        requested, postage prepaid, and shall be deemed given when so delivered
        personally or, if mailed, two days after the date of mailing, as
        follows:

       

      
        If
          to the
          Company, to:

      

      


      Green Energy
        Acquisition Corporation

      191
        Main
        Street

      Annapolis,
        MD 21401

      Attn:
        Wayne L. Rogers, Chief Executive Officer

      


      If
        to an
        Initial Stockholder, to his or its address set forth in Exhibit
        B;

      


      and
        if to
        the Escrow Agent, to:

      


      Continental
        Stock Transfer & Trust Company

      17
        Battery Place

      New
        York,
        New York 10004

      Attn: Steven
        G.
        Nelson, Chairman

      


      A
        copy of
        any notice sent hereunder shall be sent to:

       

      SunTrust
        Robinson Humphrey, Inc.

      3333
        Peachtree Road, NE

      Atlanta,
        GA 30326

      Attn: Arnold
        Evans

      


      and:

      


      Mintz
        Levin Cohn Ferris Glovsky and Popeo, PC

      The
        Chrysler Building

      666
        Third
        Avenue

      New
        York,
        New York 10017

      Attn: Kenneth
        R. Koch, Esq.

       

      and:

      


      Bingham
        McCutchen LLP

      150
        Federal Street

      Boston,
        MA 02110

      Attn:
        Glen R. Openshaw, Esq.

       

      
        
          
          

        

        
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      The
        parties may change the persons and addresses to which the notices or other
        communications are to be sent by giving written notice to any such change
        in the
        manner provided herein for giving notice.

      


       6.8 Liquidation
        of the Company.
        The
        Company shall give the Escrow Agent written notification of the liquidation
        and
        dissolution of the Company in the event that the Company fails to consummate
        a
        business combination within the time period(s) specified in the
        Prospectus.

       

      


      (Remainder
        of page intentionally left blank. Signature page to follow.)

      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      WITNESS
        the execution of this Agreement as of the date first above written.

       

      
        	 	 	 
	 	GREEN
                ENERGY
                ACQUISITION CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Name:
                  Wayne L. Rogers

                Title:
                  Chief Executive Officer and
                  Chairman

              


      

      
         

        
          	 	 	 
	 	INITIAL
                  STOCKHOLDERS:
	 	 
	 	GREEN ENERGY ACQUISITION HOLDINGS,
                  LLC 
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                  Name:
                    Wayne L. Rogers

                  Title:
                    Chief Executive Officer

                


           

          
            	 	 	 
	 	    	 
	 	
                    

                    Craven
                      Crowell

                  


             

            
              	 	 	 
	 	  	 
	 	
                      

                      Winston
                        H. Hickox

                    


               

              
                	 	 	 
	 	
                        CONTINENTAL
                          STOCK TRANSFER &
                          TRUST COMPANY

                      
	 
 	 
 	 
 
	 	By:  	 
	 	
                        

                        
                          Name:
                            Steven G. Nelson

                          Title:
                            Chairman

                        

                      


              

               

               

              
                
                  
                    [Signature
                      Page to Green Energy Stock Escrow Agreement]

                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

            

          

        

      

      EXHIBIT
        A

      


      “Fee
        Schedule”

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        B

       

      
        	
                Name
                  and Address1
                  of
                  

                Initial
                  Stockholder 

              	 	
                Number
                  

                of
                  Shares

              	
                 

              	
                Stock
                  

                Certificate
                  Number

              	
                 

              	
                Date
                  of 

                Insider
                  Letter

              	 
	 	 	 	 	 	 	 	 
	
                Green
                  Energy Acquisition Holdings, LLC

              	 	 	
                5,680,000

              	 	 	
                1

              	 	 	
                [___]

              	
                 

              
	
                Craven
                  Crowell

              	 	 	
                35,000

              	 	 	
                2

              	 	 	
                [___]

              	
                 

              
	
                Winston
                  H. Hickox

              	 	 	
                35,000

              	 	 	
                3

              	 	 	
                [___]

              	
                 

              


      

      


      
        
          

        

      

      
        	1	
                All
                  addresses c/o Green Energy Acquisition Corporation, 191
                  Main Street,
                  Annapolis,
                  MD 21401