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 officer and director 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 his 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 him (“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. In the event
      of the liquidation of the Trust Account, the undersigned agrees to indemnify
      and
      hold harmless the Company against any and all loss, liability, claims, damage
      and expense whatsoever (including, but not limited to, any and all legal or
      other expenses reasonably incurred in investigating, preparing or defending
      against any litigation, whether pending or threatened, or any claim whatsoever)
      to which the Company may become subject as a result of any claim by any vendor,
      service provider, financing provider or other person who is owed money by the
      Company for services rendered or products sold or contracted for, or by any
      prospective target business, but only to the extent necessary to ensure that
      such loss, liability, claim, damage or expense does not reduce the amount of
      funds in the Trust Account and only if such vendor, service provider, financing
      provider or other person who is owed money by the Company for services rendered
      or products sold or contracted for, or prospective target business does not
      execute a valid and enforceable agreement waiving any such claims against the
      Trust Account. 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    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 earliest of the consummation
      by
      the Company of a Business Combination, the liquidation of the Company or until
      such time as the undersigned ceases to be an officer or director of the Company,
      subject to any pre-existing fiduciary and contractual obligations the
      undersigned might have.

     

    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.

     

    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, any member of the immediate
      family of the undersigned or 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, any member of the immediate family
      of
      the undersigned or any Affiliate of the undersigned originates a Business
      Combination.

     

    7.  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 beneficially
      owned by the undersigned, determined by multiplying the number of Insider Shares
      subject to forfeiture (a maximum of 750,000 Insider Shares) beneficially owned
      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;

     

    8.  The
      undersigned will escrow all of the Insider Shares beneficially owned by him
      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,
      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.

     

    9.  The
      undersigned agrees to be Chief Executive Officer and Chairman of the Board
      of
      Directors of the Company until the earlier of the consummation by the Company
      of
      a Business Combination or the liquidation of the Company.  The
      undersigned’s biographical information furnished to the Company and the
      Underwriter and attached hereto as Exhibit
      A
      is true
      and accurate in all respects, does not omit any material information with
      respect to the undersigned’s background and contains all of the information
      required to be disclosed pursuant to Item 401 of Regulation S-K promulgated
      under the Securities Act of 1933, as amended.  The undersigned’s
      questionnaire furnished to the Company and the Underwriter, and attached hereto
      as Exhibit
      B,
      is true
      and accurate in all respects.  The undersigned further represents and
      warrants to the Company and the Underwriter that:

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    (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

     

    (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.

     

    10.  The
      undersigned has full right and power, without violating any agreement by which
      the undersigned is bound, to enter into this letter agreement and to serve
      as
      Chief Executive Officer and Chairman of the Board of Directors of the
      Company.

     

    11.  This
      letter agreement shall be binding on the undersigned and such person’s
      successors, heirs, personal representatives 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.

     

    12.  The
      undersigned hereby waives his 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 he will not seek conversion
      with respect to such shares in connection with any vote to approve a Business
      Combination.

     

    13.  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. This paragraph may not be modified or amended under any
      circumstances.

     

    14.  The
      undersigned is a beneficial owner of, and has a controlling interest in, Green
      Energy Acquisition Holdings, LLC (“Holdings”),
      an
      entity that owns a majority of Insider Shares, and that will own Warrants
      following a private placement that will occur immediately prior to the IPO.
      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:
      

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    (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

     

    (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. 

     

    15.  In
      the
      event that the Company does not consummate a Business Combination and must
      liquidate and its remaining net assets are insufficient to complete such
      liquidation, the undersigned agrees to advance such funds necessary to complete
      such liquidation and agrees not to seek repayment for such
      expenses.

     

    16.  The
      undersigned authorizes any employer, 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.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    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 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.

     

     

     [The
      remainder of this page intentionally left blank]

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	Name:
              WAYNE L. ROGERS
	 
 	 
 	 
 
	 	  	 
	 	
              
Signature


    

     

    
      	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 and Chairman 

                

              	 	 	
              




      
        
          [Signature
            Page Insider Letter]

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

     

    EXHIBIT
      A

     

     

    [insert
      biography from S-1]

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    EXHIBIT
      B

     

     

    [questionnaire]