Unassociated Document


    INVESTMENT
      MANAGEMENT TRUST AGREEMENT

     

    This
      Agreement is made as of [____],
      2008 by
      and between Green Energy Acquisition Corporation (the “Company”)
      and
      Continental Stock Transfer & Trust Company (the
      “Trustee”).

    


    WHEREAS,
      the Company’s
      registration statement on Form S-1, No. 333-[____]
      (the
“Registration
      Statement”),
      relating to the initial public offering of its securities (the “IPO”)
      has
      been declared effective as of the date hereof (the “Effective
      Date”)
      by the
      Securities and Exchange Commission (capitalized terms used herein and not
      otherwise defined shall have the meanings set forth in the Registration
      Statement);

    


    WHEREAS,
      SunTrust
      Robinson Humphrey, Inc. (“SunTrust”)
      is
      acting as the representative of the underwriters in the IPO;

    


    WHEREAS,
      subject to adjustment in the event the Company’s existing shareholders purchase
      any additional shares in the IPO, as described in the Registration Statement,
      and in accordance with the Company’s amended and restated certificate of
      incorporation, an aggregate of $197,050,000 (or $225,940,000, if the
      underwriters’ over-allotment option is exercised in full), which is comprised of
      (i) the net proceeds of the IPO (except as provided in the Registration
      Statement); (ii) $5,250,000 received by the Company in exchange for its
      securities issued pursuant to the private placement that will take place
      immediately prior to the closing of the IPO; and (iii) an additional $6,600,000
      (or $7,590,000, if the underwriters’ over-allotment option is exercised in full)
      of the proceeds of the IPO, representing deferred underwriting discounts and
      commissions (the “Deferred
      Discount”),
      which
      the underwriters have agreed to deposit in the Trust Account (as defined below),
      will be delivered to the Trustee to be deposited and held in the Trust Account
      for the benefit of the Company, and the holders of shares of the Company’s
      common stock, par value $0.0001 per share (“Common
      Stock”),
      that
      form a part of the units of the Company’s securities issued in the IPO (the
“Units”).
      The
      amount to be delivered to the Trustee will be referred to herein as the
“Property,”
the
      stockholders for whose benefit the Trustee shall hold the Property will be
      referred to as the “Public
      Stockholders,”
and
      the Public Stockholders, the underwriters and the Company will be referred
      to
      collectively as the “Beneficiaries;”
      and

    


    WHEREAS,
      the Company and the Trustee desire to enter into this Agreement to set forth
      the
      terms and conditions pursuant to which the Trustee shall hold the
      Property.

    


    NOW,
      THEREFORE,
      in
      consideration of the foregoing and the mutual covenants and agreements herein
      contained, the parties hereto agree as follows:

    


    1. Agreements
      and Covenants of Trustee.
      The
      Trustee hereby agrees and covenants to:

     

    (a) Hold
      the
      Property in trust for the Beneficiaries in accordance with the terms of this
      Agreement in a segregated trust account (“Trust
      Account”)
      established by the Trustee; 

    


    (b) Manage,
      supervise and administer the Trust Account subject to the terms and conditions
      set forth herein;

    


    (c) In
      a
      timely manner, upon the instruction of the Company, to invest and reinvest
      the
      Property in United States “government securities” within the meaning of Section
      2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days
      or
      less,
      and/or
      in any open ended investment company registered under the Investment Company
      Act
      of 1940 that holds itself out as a money market fund selected by the Company
      meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7
      promulgated under the Investment Company Act of 1940, as determined by the
      Company;

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    (d) Collect
      and receive, when due, all principal and income arising from the Property,
      which
      shall become part of the “Property,”
as
      such term is used herein;

    


    (e) Notify
      the Company of all communications received by it with respect to any Property
      requiring action by the Company;

    


    (f) Supply
      any necessary information or documents as may be requested by the Company in
      connection with the Company’s preparation of its tax returns;

    


    (g) Participate
      in any plan or proceeding for protecting or enforcing any right or interest
      arising from the Property if, as and when instructed by the Company to do
      so;

    


    (h) Render
      to
      the Company and to SunTrust, and to such other person as the Company may
      instruct, monthly written statements of the activities of and amounts in the
      Trust Account reflecting all receipts and disbursements of the Trust Account;
      

    


    (i) If
      there
      is any income or other tax obligation relating to the income from the Property
      in the Trust Account as determined by the Company, then, from time to time,
      at
      the written instruction of the Company, the Trustee shall promptly to the extent
      there is not sufficient cash in the Trust Account to pay such tax obligation,
      liquidate such assets held in the Trust Account as shall be designated by the
      Company in writing, and disburse to the Company by wire transfer, out of the
      Property in the Trust Account, the amount indicated by the Company as owing
      in
      respect of such income tax obligation; and

    


    (j) Commence
      liquidation of the Trust Account only after and promptly after receipt of,
      and
      only in accordance with, the terms of a letter (the “Termination
      Letter”),
      in a
      form substantially similar to that attached hereto as either Exhibit
      A
      or
Exhibit B
      hereto,
      signed on behalf of the Company by its President or Chairman of the Board and
      Secretary or Assistant Secretary or other authorized officer of the Company,
      and
      complete the liquidation of the Trust Account and distribute the Property in
      the
      Trust Account only as directed in the Termination Letter and the other documents
      referred to therein; provided,
      however,
      that in
      the event that a Termination Letter has not been received by the Trustee by
      the
      close of business on the “business day” that is the 24-month anniversary of the
      consummation of the IPO (the “Last
      Date”),
      the
      Trust Account shall be liquidated in accordance with the procedures set forth
      in
      the Termination Letter attached as Exhibit
      B
      hereto
      and distributed to the designated paying agent for distribution to the
      stockholders of record on the Last Date. A business day shall be any day that
      is
      not a Saturday, Sunday or other day on which banks are required or authorized
      to
      be closed in the City of New York. In all cases, the Trustee shall provide
      SunTrust with a copy of any Termination Letter and/or any other correspondence
      that it receives with respect to any proposed withdrawal from the Trust Account
      promptly after it receives same. The provisions of this Section 1(j) may not
      be
      modified, amended or deleted under any circumstances.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    2. Limited
      Distributions of Income from Trust Account.
      

    


    (a) Upon
      written request from the Company, which may be given from time to time in a
      form
      substantially similar to that attached hereto as Exhibit
      C,
      the
      Trustee shall distribute to the Company from interest earned on the Trust
      Account the amount requested by the Company to
      cover
any
      income tax obligation owed by the Company;

     

    (b) Upon
      written request from the Company, which may be given from time to time in a
      form
      substantially similar to that attached hereto as Exhibit
      D,
      the
      Trustee shall distribute to the Company from interest earned on the Trust
      Account (net of income taxes payable thereon assuming a rate of 40%) the amount
      requested by the Company to
      cover
      expenses related to investigating and selecting a target business and other
      working capital requirements; provided,
      however,
      that the
      aggregate amount of all such distributions shall not exceed the lesser of (i)
      the aggregate amount of interest and any other income actually received or
      paid
      on amounts in the Trust Account less an amount equal to estimated taxes that
      are
      or will be due on such income at an assumed rate of 40%, and (ii) $2,200,000,
      net of income taxes payable thereon assuming a rate of 40%.

    


    (c) The
      limited distributions referred to in Sections 2(a) and 2(b) above shall be
      made
      only from income collected on the Property. Except as provided in Sections
      2(a)
      and 2(b) above, no other distributions from the Trust Account shall be permitted
      except in accordance with Sections 1(i) and (j) hereof.

    


    3. Agreements
      and Covenants of the Company.
      The
      Company hereby agrees and covenants to:

    


    (a) Give
      all
      instructions to the Trustee hereunder in writing, signed by the Company’s
      Chairman of the Board or President or other authorized officer, provided
      that any
      Termination Letter shall be given pursuant to the requirements of paragraph
      1(j)
      hereof.
      In
      addition, except with respect to its duties under paragraphs 1(i), 1(j), 2(a)
      and 2(b) above, the Trustee shall be entitled to rely on, and shall be protected
      in relying on, any verbal or telephonic advice or instruction which it in good
      faith believes to be given by any one of the persons authorized by this
      paragraph to give written instructions, provided that the Company shall promptly
      confirm such instructions in writing;

    


    (b) Hold
      the
      Trustee harmless and indemnify the Trustee from and against, any and all
      expenses, including reasonable counsel fees and disbursements, or loss suffered
      by the Trustee in connection with any action, suit or other proceeding brought
      against the Trustee involving any claim, or in connection with any claim or
      demand which in any way arises out of or relates to this Agreement, the services
      of the Trustee hereunder, or the Property or any income earned from investment
      of the Property, except for expenses and losses resulting from the Trustee's
      gross negligence or willful misconduct. Promptly after the receipt by the
      Trustee of notice of demand or claim or the commencement of any action, suit
      or
      proceeding, pursuant to which the Trustee intends to seek indemnification under
      this paragraph, it shall notify the Company in writing of such claim
      (hereinafter referred to as the “Indemnified
      Claim”).
      The
      Trustee shall have the right to conduct and manage the defense against such
      Indemnified Claim, provided that the Trustee shall obtain the consent of the
      Company with respect to the selection of counsel, which consent shall not be
      unreasonably withheld. The Trustee may not agree to settle any Indemnified
      Claim
      without the prior written consent of the Company, which consent shall not be
      unreasonably withheld. The Company may participate in such action with its
      own
      counsel; 

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    (c) Pay
      the
      Trustee an initial acceptance fee, an annual fee and a transaction processing
      fee for each disbursement made pursuant to Section 2 as set forth on
Schedule
      A
      hereto,
      which fees shall be subject to modification by mutual agreement of the parties
      from time to time. It is expressly understood that the Property shall not be
      used to pay such fees and further agreed that said transaction processing fees
      shall be deducted by the Trustee from accumulated income at the time that
      disbursements are made to the Company pursuant to Section 2. The Company shall
      pay the Trustee the initial acceptance fee and first annual fee at the
      consummation of the IPO and the annual fee thereafter on the anniversary of
      the
      Effective Date. The Trustee shall refund to the Company the annual fee (on
      a pro
      rata basis) with respect to any period after the liquidation of the Trust
      Account. The Company shall not be responsible for any other fees or charges
      of
      the Trustee except as set forth in this Section 3(c) and as may be provided
      in
      Section 3(b) hereof (it being expressly understood that the Property shall
      not
      be used to make any payments to the Trustee under such Sections, except to
      the
      extent it is distributed to the Company pursuant to Section 2); and

    


    (d) In
      connection with any vote of the Company’s stockholders regarding a Business
      Combination, provide to the Trustee an affidavit or certificate of a firm
      regularly engaged in the business of soliciting proxies and/or tabulating
      stockholder votes verifying the vote of the Company’s stockholders regarding
      such Business Combination.

    


    4. Limitations
      of Liability.
      The
      Trustee shall have no responsibility or liability to:

    


    (a) Take
      any
      action with respect to the Property, other than as directed in Sections 1 and
      2
      hereof and the Trustee shall have no liability to any party except for liability
      arising out of its own gross negligence or willful misconduct;

    


    (b) Institute
      any proceeding for the collection of any principal and income arising from,
      or
      institute, appear in or defend any proceeding of any kind with respect to,
      any
      of the Property unless and until it shall have received instructions from the
      Company given as provided herein to do so and the Company shall have advanced
      or
      guaranteed to it funds sufficient to pay any expenses incident
      thereto;

    


    (c) Change
      the investment of any Property, other than in compliance with
      paragraph 1(c);

    


    (d) Refund
      any depreciation in principal of any Property;

    


    (e) Assume
      that the authority of any person designated by the Company to give instructions
      hereunder shall not be continuing unless provided otherwise in such designation,
      or unless the Company shall have delivered a written revocation of such
      authority to the Trustee;

    


    (f) The
      other
      parties hereto or to anyone else for any action taken or omitted by it, or
      any
      action suffered by it to be taken or omitted, in good faith and in the exercise
      of its own best judgment, except for its gross negligence or willful misconduct.
      The Trustee 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 Trustee), 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 Trustee, in good faith, to be
      genuine and to be signed or presented by the proper person or persons. The
      Trustee shall not be bound by any notice or demand, or any waiver, modification,
      termination or rescission of this Agreement or any of the terms hereof, unless
      evidenced by a written instrument delivered to the Trustee signed by the proper
      party or parties and, if the duties or rights of the Trustee are affected,
      unless it shall give its prior written consent thereto;

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    (g) Verify
      the correctness of the information set forth in the Registration Statement
      or to
      confirm or assure that any acquisition made by the Company or any other action
      taken by it is as contemplated by the Registration Statement; 

    


    (h) File
      information returns with the United States Internal Revenue Service and payee
      statements with the Company, documenting the taxes payable by the Company,
      if
      any, relating to interest earned on the Property; 

    


    (i) Prepare,
      execute and file tax reports, income or other tax returns and pay any taxes
      with
      respect to income and activities relating to the Trust Account, regardless
      of
      whether such tax is payable by the Trust Account or the Company (including
      but
      not limited to income tax obligations), it being expressly understood that
      as
      set forth in Section 1(i), if there is any income or other tax obligation
      relating to the Trust Account or the Property in the Trust Account, as
      determined from time to time by the Company and regardless of whether such
      tax
      is payable by the Company or the Trust, at the written instruction of the
      Company, the Trustee shall make funds available in cash from the Property in
      the
      Trust Account an amount specified by the Company as owing to the applicable
      taxing authority, which amount shall be paid directly to the Company by
      electronic funds transfer, account debit or other method of payment, and the
      Company shall forward such payment to the taxing authority; and

    


    (j) Verify
      calculations, qualify or otherwise approve the Company’s requests for
      distributions pursuant to Section 1(j) above.

    


    5. Termination.
      This
      Agreement shall terminate as follows:

    


    (a) If
      the
      Trustee gives written notice to the Company that it desires to resign under
      this
      Agreement, the Company shall use its reasonable efforts to locate a successor
      trustee. At such time that the Company notifies the Trustee that a successor
      trustee has been appointed by the Company and has agreed to become subject
      to
      the terms of this Agreement, the Trustee shall transfer the management of the
      Trust Account to the successor trustee, including but not limited to the
      transfer of copies of the reports and statements relating to the Trust Account,
      whereupon this Agreement shall terminate; provided, however, that, in the event
      that the Company does not locate a successor trustee within ninety days of
      receipt of the resignation notice from the Trustee, the Trustee may submit
      an
      application to have the Property deposited with any court in the State of New
      York or with the United States District Court for the Southern District of
      New
      York and, upon such deposit, the Trustee shall be immune from any liability
      whatsoever; or 

    


    (b) At
      such
      time that the Trustee has completed the liquidation of the Trust Account in
      accordance with the provisions of paragraph 1(j) hereof, and distributed the
      Property in accordance with the provisions of the Termination Letter, this
      Agreement shall terminate except with respect to Section 3(b).

    


    6. Miscellaneous.

    


    (a) Notwithstanding
      any other provision of this Agreement, the Trustee confirms its understanding
      that the Company has established the Trust Account relating to the Units being
      sold in the IPO. The Trustee 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, and the Trustee hereby waives any and all
      right, title, interest or 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. The Trustee 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.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    (b) The
      Company and the Trustee each acknowledge that the Trustee will follow the
      procedures set forth in this paragraph with respect to funds transferred from
      the Trust Account. Upon receipt of written instructions, the Trustee will
      confirm such instructions with an Authorized Individual at an Authorized
      Telephone Number listed on the attached Exhibit E.
      In
      executing funds transfers, the Trustee will rely upon account numbers or other
      identifying numbers of a beneficiary, beneficiary's bank or intermediary bank,
      rather than names. The Trustee shall not be liable for any loss, liability
      or
      expense resulting from any error in an account number or other identifying
      number, provided it has accurately transmitted the numbers
      provided.

    


    (c) This
      Agreement shall be governed by and construed and enforced 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. 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.

    


    (d) This
      Agreement contains the entire agreement and understanding of the parties hereto
      with respect to the subject matter hereof. Except for Section 1(j) (which may
      not be amended under any circumstances), this Agreement or any provision hereof
      may only be changed, amended or modified by a writing signed by each of the
      parties hereto; provided,
      however,
      that no
      such change, amendment or modification may be made without the prior written
      consent of SunTrust. As to any claim, cross-claim or counterclaim in any way
      relating to this Agreement, each party waives the right to trial by
      jury.

    


    (e) The
      parties hereto consent to the jurisdiction and venue of any state or federal
      court located in the City of New York, Borough of Manhattan, for purposes of
      resolving any disputes hereunder.

    


    (f) Any
      notice, consent or request to be given in connection with any of the terms
      or
      provisions of this Agreement shall be in writing and shall be sent by express
      mail or similar private courier service, by certified mail (return receipt
      requested), by hand delivery or by facsimile transmission:

    


    if
      to the
      Trustee, to:

    


    Continental
      Stock Transfer 

    &
      Trust Company

    17
      Battery Place 

    New
      York,
      New York 10004

    Attn: Steven
      G.
      Nelson and Frank DiPaolo

    Fax
      No.:
      (212) 509-5150

    


    if
      to the
      Company, to:

     

    Green
      Energy Acquisition Corporation

    191
      Main
      Street

    Annapolis,
      MD 21401

    Attn:
      Wayne L. Rogers, Chief Executive Officer

    Fax
      No.:
      (410)
      269-1530

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    in
      either
      case with copies to:

    


    SunTrust
      Robinson Humphrey, Inc. 

    3333
      Peachtree Road, NE

    Atlanta,
      GA 30326

    
      Attn:
        Arnold
        Evans

    

    Fax
      No.:
(404)
      926-5995

    and

    


    Bingham
      McCutchen LLP

    150
      Federal Street

    Boston,
      MA 02110

    Attn:
      Glen R. Openshaw

    Fax
      No:
      (617) 345-5032

    


    


    (g) This
      Agreement may not be assigned by the Trustee without the prior consent of the
      Company.

    


    (h) Each
      of
      the Trustee and the Company hereby represents that it has the full right and
      power and has been duly authorized to enter into this Agreement and to perform
      its respective obligations as contemplated hereunder. The Trustee acknowledges
      and agrees that it shall not make any claims or proceed against the Trust
      Account, including by way of set-off, and shall not be entitled to any funds
      in
      the Trust Account under any circumstance.

    


    (i) Each
      of
      the Company and the Trustee hereby acknowledge that SunTrust is an intended
      third party beneficiary of this Agreement.

    


    


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

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    IN
      WITNESS WHEREOF, the parties have duly executed this Investment Management
      Trust
      Agreement as of the date first written above.

     

    
      	 	 	 
	 	CONTINENTAL
              STOCK
              TRANSFER & TRUST COMPANY, as Trustee
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:
                

              Title:
                

            


       

      
        	 	 	 
	 	GREEN
                ENERGY
                ACQUISITION CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                
                  Name:
                    Wayne L. Rogers

                  Title:
                     Chief
                    Executive Officer and
                    Chairman

                

              


      

       

      
        
          
            [Signature
              Page to Investment Management Trust Agreement]

          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
      A

     

    
      	
              Fee
                Item

            	 	
              Time
                and method of payment 

            	 	
              Amount

            
	
              Initial
                acceptance fee

            	 	
              Initial
                closing of IPO by wire transfer 

            	 	
              $1,000

            
	
              Annual
                fee

            	 	
              First
                year, initial closing of IPO by wire transfer; thereafter on the
                anniversary of the effective date of the IPO by wire transfer or
                check

            	 	
              $3,000

            
	
              Transaction
                processing fee for disbursements to the Company under Section
                2

            	 	
              Deduction
                by Trustee from accumulated income following disbursement made to
                the
                Company under Section 2

            	 	
              $250

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    Green
      Energy Acquisition Corporation

    191
      Main Street

    Annapolis,
      MD 21401

    


    [Insert
      date]

    


    Continental
      Stock Transfer 

    &
      Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Steven G. Nelson, Chairman

    


    Re: Trust
      Account No. [●] 

    


    Gentlemen:

    


    Pursuant
      to paragraph 1(j) of the Investment Management Trust Agreement between Green
      Energy Acquisition Corporation (the “Company”)
      and
      Continental Stock Transfer & Trust Company (the “Trustee”),
      dated
      as of [●],
      2008
      (the “Trust
      Agreement”),
      this
      is to advise you that the Company has entered into an agreement (the
“Business
      Agreement”)
      with
[●]
      (the
“Target
      Business”)
      to
      consummate a business combination with Target Business (the “Business
      Combination”)
      on or
      about [insert
      date].
      The
      Company shall notify you at least 48 hours in advance of the actual date of
      the
      consummation of the Business Combination (the “Consummation
      Date”).
      Capitalized terms used herein without definitions shall have the respective
      meanings assigned to such terms in the Trust Agreement.

    


    In
      accordance with the terms of the Trust Agreement, we hereby authorize you to
      commence liquidation of the Trust Account to the effect that, on the
      Consummation Date, all of the funds held in the Trust Account will be
      immediately available for transfer to the account or accounts that the Company
      shall direct on the Consummation Date.

    


    On
      the
      Consummation Date, the Company shall deliver to you (a) written notification
      that the Business Combination has been consummated, and (b) a certificate which
      verifies the vote of the Company’s stockholders in connection with the Business
      Combination and (c) written instructions with respect to the transfer of the
      funds held in the Trust Account (the “Instruction
      Letter”).
      You
      are hereby directed and authorized to transfer the funds held in the Trust
      Account immediately upon your receipt of the certificate referenced above and
      the Instruction Letter, in accordance with the terms of the Instruction Letter.
      In the event that certain deposits held in the Trust Account may not be
      liquidated by the Consummation Date without penalty, you will promptly notify
      the Company of the same and the Company shall direct you as to whether such
      funds should remain in the Trust Account and be distributed after the
      Consummation Date to the Company. Upon the distribution of all the funds in
      the
      Trust Account pursuant to the terms hereof, the Trust Agreement shall be
      terminated.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    In
      the
      event that the Business Combination is not consummated on the Consummation
      Date
      described in the notice thereof and we have not notified you on or before the
      original Consummation Date of a new Consummation Date, then the funds held
      in
      the Trust Account shall be reinvested as provided in the Trust Agreement on
      the
      business day immediately following the Consummation Date as set forth in the
      notice.

     

    
      	 	 	 
	 	Very truly yours, 
	 	 
	 	GREEN
              ENERGY
              ACQUISITION CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Wayne
              L. Rogers,
              Chief Executive Officer and
              Chairman




     

    cc:
      SunTrust Robinson Humphrey, Inc.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    Green
      Energy Acquisition Corporation

    191
      Main Street

    Annapolis,
      MD 21401

    


    [Insert
      date]

    Continental
      Stock Transfer 

    &
      Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Steven G. Nelson, Chairman

    


    Re: Trust
      Account No. [●] 

    


    Gentlemen:

    


    Pursuant
      to paragraph 1(j) of the Investment Management Trust Agreement between Green
      Energy Acquisition Corporation (the “Company”)
      and
      Continental Stock Transfer & Trust Company (“Trustee”),
      dated
      as of [●], 2008 (the “Trust
      Agreement”),
      this
      is
      to advise you that the Company has been unable to effect a Business Combination
      with a Target Company within the time frame specified in the Company’s
      Certificate of Incorporation, as described in the Company’s prospectus relating
      to its IPO. Capitalized terms used herein without definitions shall have the
      respective meanings assigned to such terms in the Trust Agreement.

    


    In
      accordance with the terms of the Trust Agreement, we hereby authorize you to
      commence liquidation of the Trust Account. The
      Company has appointed [________________________] to serve as its designated
      paying agent (the “Designated Paying Agent”); accordingly, you will notify the
      Company and the Designated Paying Agent in writing as to when all of the funds
      in the Trust Account will be available for immediate transfer (the “Transfer
      Date”).
      The
      Designated Paying Agent shall thereafter notify you as to the account or
      accounts of the Designated Paying Agent that the funds in the Trust Account
      should be transferred to on the Transfer Date so that the Designated Paying
      Agent may commence distribution of such funds in accordance with the Company’s
      instructions. You shall have no obligation to oversee the Designated Paying
      Agent’s distribution of the funds. Upon the payment to the Designated Paying
      Agent of all the funds in the Trust Account, the Trust Agreement shall terminate
      in accordance with the terms thereof.

    
       

      
        	 	 	 
	 	Very truly yours, 
	 	 
	 	GREEN
                ENERGY
                ACQUISITION CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Wayne
                L. Rogers,
                Chief Executive Officer and
                Chairman




       

      cc:
        SunTrust Robinson Humphrey, Inc.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

EXHIBIT
      C


    Green
      Energy Acquisition Corporation

    191
      Main Street

    Annapolis,
      MD 21401

    


    [Insert
      date]

    


    Continental
      Stock Transfer 

    &
      Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Frank Di Paolo and Cynthia Jordan

    


    Re: Trust
      Account No. [●] 

    


    Gentlemen:

    


    Pursuant
      to paragraph 2(a) of the Investment Management Trust Agreement between Green
      Energy Acquisition Corporation (the “Company”)
      and
      Continental Stock Transfer & Trust Company (the “Trustee”),
      dated
      as of [●], 2008 (the “Trust
      Agreement”),
      this
      is
      to advise you that the Company hereby requests that you deliver to the Company
      $[●]
      of the
      income earned on the Property (as defined in the Trust Agreement) as of the
      date
      hereof. The Company needs such funds to pay for the income tax obligations
      as
      set forth on the attached tax return or tax statement. In accordance with the
      terms of the Trust Agreement, you are hereby directed and authorized to transfer
      (via wire transfer) such funds promptly upon your receipt of this letter to
      the
      Company’s operating account at:

    


    [WIRE
      INSTRUCTION INFORMATION]

     

    
      
        	 	 	 
	 	Very truly yours, 
	 	 
	 	GREEN
                ENERGY
                ACQUISITION CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Wayne
                L. Rogers,
                Chief Executive Officer and
                Chairman




       

      cc:
        SunTrust Robinson Humphrey, Inc.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

    

    EXHIBIT
      D

     

    Green
      Energy Acquisition Corporation

    191
      Main Street

    Annapolis,
      MD 21401

    


    [Insert
      date]

    


    Continental
      Stock Transfer 

    &
      Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Frank Di Paolo and Cynthia Jordan

    


    Re: Trust
      Account No. [●] 

    


    Gentlemen:

    


    Pursuant
      to Section 2(b) of the Investment Management Trust Agreement between Green
      Energy Acquisition Corporation (the “Company”)
      and
      Continental Stock Transfer & Trust Company (the “Trustee”),
      dated
      as of [●], 2008 (the “Trust
      Agreement”),
      the
      Company hereby requests that you deliver to the Company $[●]
      of
      the
      income earned (net of income taxes payable thereon at assumed rate of 40%)
      on
      the Property (as defined in the Trust Agreement) as of the date hereof, which
      does not exceed, in the aggregate, with all such prior disbursements pursuant
      to
      Section 2(b), if any, the maximum amount set forth in Section 2(b). The Company
      needs such funds to pay its expenses relating to investigating and selecting
      a
      target business and other working capital requirements. In accordance with
      the
      terms of the Trust Agreement, you are hereby directed and authorized to transfer
      (via wire transfer) such funds promptly upon your receipt of this letter to
      the
      Company’s operating account at:

    


    [WIRE
      INSTRUCTION INFORMATION]

    
       

      
        	 	 	 
	 	Very truly yours, 
	 	 
	 	GREEN
                ENERGY
                ACQUISITION CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Wayne
                L. Rogers,
                Chief Executive Officer and
                Chairman




       

      cc:
        SunTrust Robinson Humphrey, Inc.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    


    EXHIBIT
      E

     

    
      	
              
                AUTHORIZED
                  INDIVIDUAL(S)
FOR
                TELEPHONE CALL BACK 

            	 	
              
                AUTHORIZED
TELEPHONE
                NUMBER(S)

            
	 	 	 
	
              Company:

            	 	 
	 	 	 
	
              Green
                Energy Acquisition Corporation 
                191
                  Main Street
                  
                  Annapolis,
                    MD 21401

                    Attn:
                      Wayne L. Rogers

                  

                

              

            	 	
              (410)
                268-8820

            
	
               

            	 	 
	 	 	 
	
              Trustee:

            	 	 
	 	 	 
	
              Continental
                Stock Transfer 
                &
                  Trust Company
                  
                  17
                    Battery Place

                    New
                      York, New York 10004

                      Attn:
                        Frank Di Paolo,
                        CFO

                    

                  

                

              

            	 	
              (212)
                845-3200