Unassociated Document


    [____],
      2008

    


    Green
      Energy Acquisition Corporation

    191
      Main
      Street

    Annapolis,
      MD 21401

    


    SunTrust
      Robinson Humphrey, Inc.

    Individually,
      and as representative of the several underwriters

    3333
      Peachtree Road, NE

    Atlanta,
      GA 30326

     

    Re: Initial
      Public Offering

     

    Ladies
      and Gentlemen:

     

    The
      undersigned stockholder of Green Energy Acquisition Corporation (“Company”),
      in
      consideration of SunTrust Robinson Humphrey, Inc., individually, and as
      representative of the underwriters (the “Underwriter”)
      agreeing to underwrite an initial public offering (“IPO”)
      of the
      Company’s units (“Units”),
      each
      comprised of one share of the Company’s common stock, par value $.0001 per share
      (“Common
      Stock”),
      and
      one warrant exercisable for one share of Common Stock (“Warrant”),
      and
      embarking on the IPO process, hereby agrees as follows (certain capitalized
      terms used herein are defined in paragraph 20 hereof):

     

    1. If
      the
      Company solicits approval of its stockholders of a Business Combination, the
      undersigned will (i) vote all Insider Shares beneficially owned by such person
      in accordance with the majority of the votes cast by the holders of the IPO
      Shares and (ii) vote any shares of Common Stock acquired following or in the
      IPO
      in favor of the Business Combination.

     

    2. In
      the
      event that the Company fails to consummate a Business Combination within 24
      months after the consummation of the IPO (the “Effective
      Date”),
      the
      undersigned will (i) cause the Trust Account to be liquidated and distributed
      to
      the holders of IPO Shares and (ii) take all reasonable actions within its power
      to cause the Company to liquidate as soon as reasonably practicable. The
      undersigned hereby waives any and all right, title, interest or claim of any
      kind in or to any distribution of the Trust Account and any remaining net assets
      of the Company as a result of such liquidation with respect to the Insider
      Shares beneficially owned by it (“Claim”)
      and
      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 Trust Account for any reason whatsoever. The
      undersigned hereby agrees that the Company shall be entitled to reimbursement
      from the undersigned for any distribution of the Trust Account, or any other
      amounts distributed by the Company in connection with a liquidating
      distribution, received by the undersigned in respect of the undersigned’s
      Insider Shares. 

     

    3. In
      order
      to minimize potential conflicts of interest that may arise from multiple
      affiliations, the undersigned agrees to present to the Company for its
      consideration, prior to presentation to any other person or entity, any
      opportunity to acquire an operating business in the renewable energy industry
      with an enterprise value greater than 70% of the value of the amount in the
      trust account, until the earlier of the consummation by the Company of a
      Business Combination and the liquidation of the Company.

     

    4. The
      undersigned acknowledges and agrees that in the event that the Company
      consummates a Business Combination that involves a company that is affiliated
      with any of the Insiders, the Company will obtain an opinion from an independent
      investment banking firm that may or may not be a member of the Financial
      Industry Regulatory Authority, Inc. that the Business Combination is fair to
      the
      Company’s unaffiliated stockholders from a financial perspective.

     

    
      
        
        

      

      
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    5. Neither
      the undersigned, nor any affiliate of the undersigned (“Affiliate”), shall
      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 except
      as
      disclosed in the Company’s registration statement on Form S-1 (No.
      333-[____]).

     

    6. The
      undersigned agrees that none of 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 in the event the
      undersigned, or any Affiliate of the undersigned originates a Business
      Combination.

     

    7. The
      undersigned will escrow all of the Insider Shares beneficially owned by it
      that
      it acquired prior to the IPO until one year after the consummation by the
      Company of a Business Combination, or earlier if, following a Business
      Combination, (i) the last sales price of the Company’s 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 consummation of the initial Business
      Combination or (ii) the Company consummates a transaction after the consummation
      of the initial Business Combination that results in all of the stockholders
      of
      the combined entity having the right to exchange their shares of Common Stock
      for cash, securities or other property, subject to the terms of a stock escrow
      agreement that the Company will enter into with the undersigned and an escrow
      agent acceptable to the Company.

     

    8. The
      undersigned agrees that that if the Underwriter does not exercise in full the
      underwriters’ over-allotment option to purchase an additional 3,000,000 Units
      within 45 days of the Effective Date, the escrow agent shall return to the
      Company for cancellation, at no cost, the number of Insider Shares held by
      the
      undersigned, determined by multiplying the number of Insider Shares subject
      to
      forfeiture (a maximum of 750,000 Insider Shares) held by the undersigned 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;

     

    9. The
      undersigned will escrow all of the Warrants beneficially owned by it that it
      acquired prior to the IPO until the later of (i) one year after the Effective
      Date and (ii) sixty days after the consummation of the Company’s initial
      Business Combination, subject to the terms of a founder warrant escrow agreement
      that the Company will enter into with the undersigned and an escrow agent
      acceptable to the Company. In no event will the Warrants be released from escrow
      prior to the consummation of the Company’s initial Business
      Combination.

     

    10. The
      undersigned’s questionnaire furnished to the Company and the Underwriter, and
      attached hereto as Exhibit
      A, 
      is
      true
      and accurate in all respects. The undersigned represents and warrants to
      the Company and the Underwriter that:

     

    (a) 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;

     

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

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    (c) 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.

     

    11. The
      undersigned has full right and power, without violating any agreement by which
      the undersigned is bound, to enter into this letter agreement.

     

    12. This
      letter agreement shall be binding on the undersigned and such person’s
      successors and assigns. This letter agreement shall terminate on the earlier
      of
      (i) the date of the Company’s consummation of a Business Combination or (ii) the
      dissolution and liquidation of the Company; provided,
      however,
      that
      any such termination shall not relieve the undersigned from any liability
      resulting from or arising out of any breach of any agreement or covenant
      hereunder occurring prior to the termination of this letter
      agreement.

     

    13. The
      undersigned hereby waives its right to exercise conversion rights with respect
      to any shares of the Company’s Common Stock owned or to be owned by the
      undersigned, directly or indirectly, and agrees that it will not seek conversion
      with respect to such shares in connection with any vote to approve a Business
      Combination.

     

    14. The
      undersigned hereby agrees to not propose, or vote in favor of, any amendment
      to
      the Company’s Amended and Restated Certificate of Incorporation to extend the
      period of time in which the Company must consummate a Business Combination
      prior
      to its liquidation. The undersigned hereby agrees not to take any action to
      alter or amend the provisions of its limited liability company operating
      agreement that restrict the transfer of its membership interests until after
      the
      Company's initial Business Combination. This paragraph may not be modified
      or
      amended under any circumstances.

     

    15. The
      undersigned shall not (x) sell, offer to sell, contract or agree to sell,
      hypothecate, pledge, grant any option to purchase or otherwise dispose of or
      agree to dispose of, directly or indirectly, or, except as provided in that
      certain Registration Rights Agreement dated as of the date hereof pertaining
      to
      the Insider Shares of the undersigned, file (or participate in the filing of)
      a
      registration statement with the Securities Exchange Commission (“SEC”)
      in
      respect of, or establish or increase a put equivalent position or liquidate
      or
      decrease a call equivalent position within the meaning of Section 16 of the
      Securities Exchange Act of 1934, as amended, and the rules and regulations
      of
      the SEC promulgated thereunder with respect to, any Insider Shares or Warrants,
      (y) enter into any swap or other arrangement that transfers to another, in
      whole
      or in part, any of the economic consequences of ownership of Insider Shares
      or
      Warrants, whether any such transaction is to be settled by delivery of shares
      of
      Common Stock, in cash or otherwise, or (z) publicly announce an intention to
      effect any transaction specified in clause (x) or (y) until:
      

     

    (a) for
      Insider Shares, the first anniversary of an initial Business Combination, or
      earlier if, following a Business Combination, the Company consummates a
      transaction that results in all of its stockholders having the right to exchange
      their shares of Common Stock for cash, securities or other property (the
“Insider
      Shares Lock-Up Period”).
      Notwithstanding the foregoing, the undersigned may transfer the undersigned’s
      Insider Shares during the applicable Insider Shares Lock-Up Period (i) to
      persons or entities controlling, controlled by, or under common control with
      the
      undersigned, or to any stockholder, member, partner or limited partner of such
      entity, (ii) to family members and trusts of permitted assignees for estate
      planning purposes or, upon the death of an escrow depositor, to an estate or
      beneficiaries of permitted assignees, 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 Insider
      Shares were originally purchased; in each case, such transferees will be subject
      to the same transfer restrictions until after the Company completes its initial
      Business Combination; or

     

    
      
        
        

      

      
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    (b) for
      Warrants, the later of (i) one year after the Effective Date and (ii) sixty
      days
      after the consummation of the Company’s initial Business Combination, but in no
      event will the Warrants be released from escrow prior to the Company’s initial
      Business Combination (the “Warrant
      Lock-Up Period”).
      Notwithstanding the foregoing, the undersigned may transfer the undersigned’s
      Warrants during the applicable Warrant Lock-Up Period (i) to persons or entities
      controlling, controlled by, or under common control with the undersigned, or
      to
      any stockholder, member, partner or limited partner of such entity, (ii) to
      family members and trusts of permitted assignees for estate planning purposes
      or, upon the death of any such person, to an estate or beneficiaries of
      permitted assignees 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 Warrants were originally
      purchased; in each case, such transferees will be subject to the same transfer
      restrictions as the undersigned until after the Company completes its initial
      Business Combination;

    


    provided, however,
      that
      the permissive transfers pursuant to clauses (a) and (b) may be implemented
      only
      upon the respective transferee’s written agreement to be bound by the terms and
      conditions of this letter agreement. During the applicable Lock-Up Period,
      the
      undersigned shall not grant a security interest in the undersigned’s Insider
      Shares or Warrants, whichever may be applicable. 

    


    16. The
      undersigned authorizes any financial institution, or consumer credit reporting
      agency to release to the Underwriter and its legal representatives or agents
      (including any investigative search firm retained by the Underwriter) any
      information they may have about the undersigned’s background and finances
      (“Information”)
      and
      hereby ratifies any such action that shall have been taken prior to the date
      of
      this letter agreement.  Neither the Underwriter nor its agents shall be
      violating, or shall have violated, 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.

     

    17. The
      undersigned acknowledges and understands that the Underwriter and the Company
      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 Underwriter a representative of, or a fiduciary with respect to, the
      Company, its stockholders, or any creditor or vendor of the Company with respect
      to the subject matter hereof. 

     

    18. 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
      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. The undersigned hereby waives any objection to such exclusive
      jurisdiction and agrees not to object to such jurisdiction on the grounds that
      such courts represent an inconvenient forum.

     

    19. 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 party
      against whom such amendment, change, waiver, alteration or modification is
      to be
      enforced.

     

    20. As
      used
      herein, (i) a “Business
      Combination”
shall
      mean the initial acquisition, or acquisition of control of, one or more
      operating businesses in the renewable energy industry through a merger, capital
      stock exchange, asset acquisition, stock purchase or other similar business
      combination; (ii) “Insiders”
shall
      mean all officers, directors and stockholders of the Company immediately prior
      to the IPO; (iii) “Insider
      Shares”
shall
      mean all of the shares of Common Stock of the Company acquired by an Insider
      prior to the IPO, a portion of which is subject to forfeiture in the event
      the
      Underwriter does not exercise its over-allotment option, as more fully described
      in paragraph 8 above; (iv) “IPO
      Shares”
shall
      mean the shares of Common Stock issued in the Company’s IPO; and (v)
“Trust
      Account”
shall
      mean the trust account into which the net proceeds of the Company’s IPO will be
      deposited.

     

     

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      remainder of this page intentionally left blank]

    


     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	Name:
              GREEN ENERGY
              ACQUISITION HOLDINGS, LLC
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name: Wayne
                L. Rogers

              Title:   Chief
                Executive Officer

            


    

     

    
      	Accepted and
              agreed:      	 	 	 
	 	 	 	 
	
              SUNTRUST
                ROBINSON HUMPHREY, INC.

              Individually
                and as representative of the several
                underwriters 

            	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	
              

              Name: 

              Title:   

            	 	 	
            


       

      
        	Accepted and
                agreed:     	 	 	 
	 	 	 	 
	
                GREEN
                  ENERGY ACQUISITION CORPORATION

                 

              	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	
                

                
                  Name: Wayne
                    L. Rogers

                  Title:
                    Chief Executive Officer 

                

              	 	 	
              

            

    

    


    
      
        [Signature
          Page Insider Letter]

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    EXHIBIT
      A

     

     

    [questionnaire]