__________________, 2011

       

    Green
Power Enterprises, Inc.

    Av Brig.
Faria Lima

    1485-19
Andar

    Brasilinvest
Plaza CEP 01452-002

    Sao
Paulo

    Brazil

    


    Rodman
& Renshaw, LLC

    1251
Avenue of the Americas

    New York,
New York 10020

    


    Re:          Initial Public
Offering

    


    Gentlemen:

    


    The undersigned shareholder and
director of Green Power Enterprises, Inc. (“Company”), in consideration of
Rodman & Renshaw, LLC (“Rodman”) entering into a letter of intent (“Letter
of Intent”) to underwrite an initial public offering of the securities of the
Company (“IPO”) and embarking on the IPO process, hereby agrees as follows
(certain capitalized terms used herein are defined in paragraph 13
hereof):

    


    1.           If
the Company solicits approval of its shareholders of a Business Combination, the
undersigned will vote all Insider Shares beneficially owned by him in accordance
with the majority of the votes cast by the holders of the IPO
Shares.

    


    2.           In
the event that the Company fails to consummate a Business Combination within 18
months from the consummation of the IPO, or within 24 months from the
consummation of the IPO if certain criteria are met, as more fully described in
the registration statement, as amended, relating to the IPO, the undersigned
will (i) cause the Trust Account (as defined in the Letter of Intent) 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 his Insider Shares (“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.  If the funds remaining
outside the trust account are insufficient to cover the costs of liquidation,
the undersigned agrees to advance the necessary funds to complete such
liquidation and not seek repayment of such expenses.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Green
Power Enterprises, Inc.

    Rodman
& Renshaw, LLC

    _______________,
2011

    Page
2

       

    3.           In
order to minimize potential conflicts of interest which 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 suitable
opportunity to acquire an operating business, until the earlier of the
consummation by the Company of a Business Combination, the liquidation of the
Company or such time as the undersigned ceases to be an officer and director of
the Company, subject to any pre-existing fiduciary and contractual obligations
the undersigned might have.

    


    4.           The
undersigned acknowledges and agrees that the Company will not consummate any
Business Combination which involves a company which is affiliated with any of
the Insiders unless the Company obtains an opinion from an independent
investment banking firm reasonably acceptable to Rodman that the business
combination is fair to the Company’s unaffiliated shareholders from a financial
perspective.

    


    5.           Neither
the undersigned, any member of the family of the undersigned, nor any affiliate
(“Affiliate”) of the undersigned will be entitled to receive and will not accept
any compensation for services rendered to the Company prior to or in connection
with the consummation of the Business Combination; provided that (i) the
undersigned may receive repayment of the $175,000 promissory note issued by the
Company to the undersigned and (ii) commencing on the Effective Date,
Brasilinvest Group (“Related Party”), shall be allowed to charge the Company
$10,000 per month, representing an allocable share of Related Party’s overhead,
to compensate it for the Company’s use of Related Party’s offices, utilities and
personnel.  Related Party and the undersigned shall also be entitled
to reimbursement from the Company for their out-of-pocket expenses incurred in
connection with seeking and consummating a Business Combination.

    


    6.           Neither
the undersigned, any member of the family of the undersigned, nor any Affiliate
of the undersigned will be entitled to receive or accept a finder’s fee or any
other compensation in the event the undersigned, any member of the family of the
undersigned or any Affiliate of the undersigned originates a Business
Combination.

      

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Green
Power Enterprises, Inc.

    Rodman
& Renshaw, LLC

    _______________,
2011

    Page
3

       

    7.           On
the Effective Date, the undersigned will escrow the Insider Shares beneficially
held him until one year after the Company consummates a Business Combination,
subject to the terms of a Share Escrow Agreement which the Company will enter
into with the undersigned and an escrow agent acceptable to the
Company.

    


    8.           The
undersigned agrees to be the Co-Non-Executive Chairman of the Board of the
Company until the earlier of the consummation by the Company of a Business
Combination and the liquidation of the Company.  The undersigned’s
biographical information furnished to the Company and Rodman 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 Rodman and annexed as
Exhibit B hereto is true and accurate in all respects.  The
undersigned represents and warrants that:

    


    (a)          he
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)          he
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 he is
not currently a defendant in any such criminal proceeding; and

    


    (c)          he
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.

    


    9.           The
undersigned has full right and power, without violating any agreement by which
she is bound, to enter into this letter agreement and to serve as
Co-Non-Executive Chairman of the Board of the Company.

    


    10.         The
undersigned hereby waives his right to exercise conversion rights, and waives
his right to seek to sell his shares to the Company in connection with any
tender offer, with respect to any Ordinary Shares of the Company owned or to be
owned by the undersigned, directly or indirectly, and agrees that he will not
seek conversion with respect to, or tender, such shares in connection with any
vote to approve a Business Combination or tender offer with respect
thereto.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Green
Power Enterprises, Inc.

    Rodman
& Renshaw, LLC

    _______________,
2011

    Page
4

      

    11.           The
undersigned hereby agrees to not propose, or vote in favor of, an amendment to
the Company’s Memorandum and Articles of Association to extend the period of
time in which the Company must consummate a Business Combination prior to its
liquidation. Should such a proposal be put before shareholders other than
through actions by the undersigned, the undersigned hereby agrees to vote
against such proposal.

    


    12.           This
letter 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.  The undersigned hereby (i) agrees that any
action, proceeding or claim against her arising out of or relating in any way to
this letter agreement (a “Proceeding”) shall be brought and enforced in the
courts of the State of New York of the United States of America for the Southern
District of New York, and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive, (ii) waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum and (iii)
irrevocably agrees to appoint Graubard Miller as agent for the service of
process in the State of New York to receive, for the undersigned and on her
behalf, service of process in any Proceeding.  If for any reason such
agent is unable to act as such, the undersigned will promptly notify the Company
and Rodman and appoint a substitute agent acceptable to each of the Company and
Rodman within 30 days and nothing in this letter will affect the right of either
party to serve process in any other manner permitted by law.

    


    13.           As
used herein, (i) a “Business Combination” shall mean a merger, capital stock
exchange, asset acquisition or other similar business combination with an
operating business; (ii) “Insiders” shall mean all officers, directors and
shareholders of the Company immediately prior to the IPO; (iii) “Insider Shares”
shall mean all of the Ordinary Shares of the Company acquired by an Insider
prior to the IPO; (iv) “Insider Warrants” means the warrants being sold
privately by the Company to certain of the Insiders; and (v) “IPO Shares” shall
mean the Ordinary Shares issued in the Company’s IPO.

    


    
      
        
          	 
      	
                  Mario Garnero

                
	 
      	
                  Print
      Name of Insider

                
	 
      	 
      
	 
      	
                     

                	 
      
	 
      	
                  Signature