INVESTMENT
MANAGEMENT TRUST AGREEMENT

    


    This Agreement is made as of
___________, 2011 by and between Green Power Enterprises, Inc. (the “Company”)
and Continental Stock Transfer & Trust Company (“Trustee”).

    


    WHEREAS, the Company’s registration
statement on Form S-1, No. 333 146916 (“Registration Statement”), for its
initial public offering of securities (“IPO”) has been declared effective as of
the date hereof (“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); and

    


    WHEREAS, Rodman & Renshaw, LLC
(“Rodman”) is acting as the representative of the underwriters in the IPO;
and

    


    WHEREAS, simultaneously with the IPO,
the Company’s initial shareholders and the underwriters in the IPO will be
purchasing an aggregate of 5,050,000 warrants (“Private Placement Warrants”)
from the Company for an aggregate purchase price of $2,525,000; and

    


    WHEREAS, as described in the
Registration Statement, and in accordance with the Company’s Amended and
Restated Memorandum and Articles of Association, $50,355,000 of the gross
proceeds of the IPO and sale of the Private Placement Warrants ($57,615,000 if
the underwriters over-allotment option is exercised in full) will be delivered
to the Trustee to be deposited and held in a trust account for the benefit of
the Company and the holders of the Company’s ordinary shares, par value $.0001
per share, issued in the IPO as hereinafter provided the amount to be delivered
to the Trustee will be referred to herein as the “Property”; the shareholders
for whose benefit the Trustee shall hold the Property will be referred to as the
“Public Shareholders,” and the Public Shareholders and the Company will be
referred to together 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;

    


    IT IS AGREED:

    


    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 at J.P. Morgan Chase Bank N.A. and at a brokerage institution selected
by the Company that is satisfactory to the Trustee;


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    


    (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;

    


    (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 monthly written statements of the activities of and amounts in
the Trust Account reflecting all receipts and disbursements of the Trust
Account; and

    


    (i)        
   Commence liquidation of the Trust Account only after and
promptly after receipt of, and only in accordance with, the terms of a letter
(“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 and
affirmed by counsel for 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 18-month anniversary of the closing (“Closing”) of the IPO
(“First Date”) or the 24-month anniversary of the Closing (“Last Date”) in the
event that a letter of intent, memorandum of understanding or definitive
agreement for a Business Combination has been executed on or prior to the First
Date but the Business Combination has not been consummated by the First 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 shareholders of record on the Last Date.  The provisions of this
Section 1(i) may not be modified, amended or deleted under any
circumstances.


    
      
         


      

      
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    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 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 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 Company will not be allowed to
withdraw interest income earned on the trust account unless there are sufficient
funds available to pay the Company’s tax obligations on such interest income or
otherwise then due at that time; and

    


    (c)           Upon
written request from the Company, which may be given from time to time
commencing after the Company has filed a Current Report on Form 8-K announcing
the execution of a definitive agreement for a Business Combination, in a form
substantially similar to that attached as Exhibit E, the Trustee shall
distribute to the Company the amount necessary for it to purchase up to
1,250,000 Ordinary Shares (or up to 1,437,500 Ordinary Shares if the
over-allotment option in the IPO is exercised in full (in either case, such
amount being referred to as the “Maximum Amount”)), at prices (including
commissions) not to exceed $10.071 per share or $10.02 per share if the
over-allotment option in the IPO is exercised in full (in either case such price
being referred to as the “Maximum Price”);

    


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

    


    (e)           In
all cases, the Company shall provide Rodman with a copy of any Termination
Letters and/or any other correspondence that it issues to the Trustee with
respect to any proposed withdrawal from the Trust Account promptly after such
issuance.


    
      
         


      

      
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    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.  In addition, except with respect to
its duties under paragraphs 1(i), 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 above to give written instructions, provided
that the Company shall promptly confirm such instructions in
writing;

    


    (b)           Subject
to the provisions of Section 5(g) of this Agreement, 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 claim, potential claim, 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;

    


    (c)           Pay
the Trustee an initial acceptance fee, an annual fee and a transaction
processing fee for each disbursement made pursuant to Sections 2(a), 2(b) and
2(c) as set forth on Schedule A hereto, which fees shall be subject to
modification by 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 any
fees owed to the Trustee shall be deducted by the Trustee from the disbursements
made to the Company pursuant to Sections 1(h) solely in connection with the
consummation of a Business Combination and Section 2(b).  The Company shall
pay the Trustee the initial acceptance fee and first year’s fee at the
consummation of the IPO and thereafter on the anniversary of the Effective
Date;

    


    (d)           In
connection with any vote of the Company’s shareholders 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
shareholder votes (which firm may be the Trustee) verifying the vote of the
Company’s shareholders regarding such Business Combination; and


    
      
         


      

      
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    (e)           In
connection with the Trustee acting as Paying/Disbursing Agent pursuant to
Exhibit B, the Company will not give the Trustee disbursement instructions which
would be prohibited under this Agreement.

    


    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 paragraphs 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;

    


    (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;
and


    
      
         


      

      
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    (h)           File
local, state and/or Federal tax returns or information returns with any taxing
authority on behalf of the Trust Account and payee statements with the Company
documenting the taxes, if any, payable by the Company or the Trust Account,
relating to the income earned on the Property.

    


    (i) 
          Pay any taxes on
behalf of the Trust Account (it being expressly understood that the Property
shall not be used to pay any such taxes and that such taxes, if any, shall be
paid by the Company from funds not held in the Trust Account).

    


    (j)  
         Imply obligations, perform
duties, inquire or otherwise be subject to the provisions of any agreement or
document other than this agreement and that which is expressly set forth
herein.

    


    (k)           Verify
calculations, qualify or otherwise approve Company requests for distributions
pursuant to Section 1(h), 2(a), 2(b) or 2(c) 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 during which time the Trustee which act in accordance with
this Agreement.  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(i) hereof, and distributed the
Property in accordance with the provisions of the Termination Letter, this
Agreement shall terminate except with respect to Paragraph 3(b).

    


    5. 
         Miscellaneous.

    


    (a)           The
Company and the Trustee each acknowledge that the Trustee will follow the
security procedures set forth below with respect to funds transferred from the
Trust Account.  The Company and the Trustee will each restrict access to
confidential information relating to such security procedures to authorized
persons.  Each party must notify the other party immediately if it has
reason to believe unauthorized persons may have obtained access to such
information, or of any change in its authorized personnel.  In executing
funds transfers, the Trustee will rely upon all information supplied to it by
the Company, including account names, account numbers and all other identifying
information relating to a beneficiary, beneficiary's bank or intermediary
bank.  The Trustee shall not be liable for any loss, liability or expense
resulting from any error in the information or transmission of the
wire.


    
      
         


      

      
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    (b)           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.

    


    (c)           This
Agreement contains the entire agreement and understanding of the parties hereto
with respect to the subject matter hereof.  Except for Section 1(i) (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 Rodman.  As
to any claim, cross-claim or counterclaim in any way relating to this Agreement,
each party waives the right to trial by jury.

    


    (d)           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.

    


    (e)           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,
Chairman, and Frank A. DiPaolo, CFO

    Fax No.:  (212)
509-5150


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    


    if to the Company, to:

    


    Green Power Enterprises,
Inc.

    Av Brig. Faria Lima

    1485-19 Andar

    Brasilinvest Plaza CEP
01452-002

    Sao Paulo, Brazil

    Attn:  Fernando Garnero,
President

    Fax No.:  (___)
___-____

    


    in either case with a copy
to:

    


    Rodman & Renshaw, LLC

    1251
Avenue of the Americas

    New York,
New York 10020

    Attn:  Ramnarain
J. Jaigobind

    Fax No.:  (___)
___-____

    


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

    


    (g)          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. In the event that the Trustee
has a claim against the Company under this Agreement, the Trustee will pursue
such claim solely against the Company and not against the Property held in the
Trust Account.

    


    (h)          Each
of the Company and the Trustee hereby acknowledge that Rodman is a third party
beneficiary of this Agreement.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    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
      POWER ENTERPRISES, INC.

              
	 
      	 
      
	 
      	
                By:

              	
                  

              
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title:

              


      

    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    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 Company under Section
2

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

                      	 	$	250	 


              

            

          

        

      

    


    
      
         


      

      
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    EXHIBIT
A

    


    
      
        
          	 
      	
                  [Letterhead
      of Company]

                
	 
      	 
      
	 
      	
                  [Insert
      date]

                


        

      

    

    


    Continental
Stock Transfer

      &
Trust Company

    17
Battery Place

    New York,
New York 10004

    Attn:  Steven
Nelson

    


    Re:           Trust Account No. 
   -           Termination
Letter

    


    Gentlemen:

    


    Pursuant to paragraph 1(i) of the
Investment Management Trust Agreement between Green Power Enterprises, Inc.
(“Company”) and Continental Stock Transfer & Trust Company (“Trustee”),
dated as of _________, 2011 (“Trust Agreement”), this is to advise you that the
Company has entered into an agreement (“Business Agreement”) with
__________________ (“Target Business”) to consummate a business combination with
Target Business (“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 (“Consummation Date”).

    


    In accordance with the terms of the
Trust Agreement, we hereby authorize you to liquidate the Trust Account
investments on __________ and to transfer the proceeds to the above-referenced
account at JP Morgan Chase Bank to the effect that, on the Consummation Date,
all of 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.  It is acknowledged and agreed that while the funds are
on deposit in the trust account awaiting distribution, the Company will not earn
any interest or dividends.

    


    On the Consummation Date (i) counsel
for the Company shall deliver to you written notification that the Business
Combination has been consummated and (ii) the Company shall deliver to you (a)
[an affidavit] [a certificate] of __________________, which verifies the vote of
the Company’s stockholders in connection with the Business Combination if a vote
is held and (b) written instructions with respect to the transfer of the funds
held in the Trust Account (“Instruction Letter”).  You are hereby directed
and authorized to transfer the funds held in the Trust Account immediately upon
your receipt of the counsel's letter 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 notify the Company of the same and the Company
shall direct you as to whether such funds should remain in the Trust Account and
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.


    
      
         


      

      
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    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 upon receipt by the Trustee of written
instructions from the Company, 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
      POWER ENTERPRISES, INC.

              
	 
      	 
      
	 
      	
                By: 

              	
                  

              
	 
      	 
      	
                Mario
      Garnero, Co-Chairman of the Board

              
	 
      	 
      
	 
      	
                By:

              	
                  

              
	 
      	 
      	
                Ovidio
      Antônio de Ângelis, Secretary

              


      

    

    cc:
Rodman & Renshaw, LLC


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    EXHIBIT
B

    


    
      
        
          	 
      	
                  [Letterhead
      of Company]

                
	 
      	 
      
	 
      	
                  [Insert
      date]

                


        

      

    

    


    Continental
Stock Transfer

      &
Trust Company

    17
Battery Place

    New York,
New York 10004

    Attn:

    


    Re:           Trust Account No. 
  -       Termination
Letter

    


    Gentlemen:

    


    Pursuant to paragraph 1(i) of the
Investment Management Trust Agreement between Green Power Enterprises, Inc.
(“Company”) and Continental Stock Transfer & Trust Company (“Trustee”),
dated as of ________, 2011 (“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 Memorandum and Articles of
Association, as described in the Company’s prospectus relating to its
IPO.

    


    In accordance with the terms of the
Trust Agreement, we hereby authorize you to liquidate all the Trust Account
investments on ______________ and to transfer the total proceeds to the Trust
Checking Account at JP Morgan Chase Bank to await distribution to the
shareholders. The Company has selected ____________ 20 __ as the record date for
the purpose of determining the shareholders entitled to receive their share of
the liquidation proceeds.  It is acknowledged that no interest will be
earned by the Company on the liquidation proceeds while on deposit in the Trust
Checking Account. You agree to be the Paying Agent of record and in your
separate capacity as Paying Agent and to distribute said funds directly to the
Company's shareholders (other than with respect to the initial shares) in
accordance with the terms of the Trust Agreement and the Amended and Restated
Memorandum and Articles of Association of the Company. Upon the distribution of
all the funds in the Trust Account, your obligations under the Trust Agreement
shall be terminated.

    


    
      
        
          	 
      	
                  Very
      truly yours,

                
	 
      	 
      
	 
      	
                  GREEN
      POWER ENTERPRISES, INC.

                
	 
      	 
      
	 
      	
                  By:

                	
                    

                
	 
      	 
      	
                  Mario
      Garnero, Co-Chairman of the Board

                
	 
      	 
      	 
      
	 
      	
                  By: 

                	
                    

                
	 
      	 
      	
                  Ovidio
      Antônio de Ângelis,
Secretary

                


        

      

    

    


    cc:
Rodman & Renshaw, LLC


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    EXHIBIT
C

    


    
      
        	 
      	
                [Letterhead
      of Company]

              
	 
      	 
      
	 
      	
                [Insert
      date]

              


      

    

    


    Continental
Stock Transfer

      &
Trust Company

    17
Battery Place

    New York,
New York 10004

    Attn:  Steven
Nelson

    


    Re:           Trust Account
No.

    


    Gentlemen:

    


    Pursuant to paragraph 2(a) of the
Investment Management Trust Agreement between Green Power Enterprises, Inc.
(“Company”) and Continental Stock Transfer & Trust Company (“Trustee”),
dated as of ___________, 2011 (“Trust Agreement”), the Company hereby requests
that you deliver to the Company $_______ of the interest income earned on the
Property as of the date hereof.  The Company needs such funds to pay for
its tax obligations.  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]

    


    
      
        	 
      	
                GREEN
      POWER ENTERPRISES, INC.

              
	 
      	 
      
	 
      	
                By: 

              	
                  

              
	 
      	 
      	
                Mario
      Garnero, Co-Chairman of the Board

              
	 
      	 
      
	 
      	
                By:

              	
                  

              
	 
      	 
      	
                Ovidio
      Antônio de Ângelis, Secretary

              


      

    

    


    cc:
Rodman & Renshaw, LLC


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    EXHIBIT
D

    


    
      
        	 
      	
                [Letterhead
      of Company]

              
	 
      	 
      
	 
      	
                [Insert
      date]

              


      

    

    


    Continental
Stock Transfer

      &
Trust Company

    17
Battery Place

    New York,
New York 10004

    Attn:  Steven
Nelson

    


    Re:           Trust Account
No.

    


    Gentlemen:

    


    Pursuant to paragraph 2(b) of the
Investment Management Trust Agreement between Green Power Enterprises, Inc.
(“Company”) and Continental Stock Transfer & Trust Company (“Trustee”),
dated as of __________, 2011 (“Trust Agreement”), the Company hereby requests
that you deliver to the Company $_______ of the interest income earned on the
Property as of the date hereof, which does not exceed, in the aggregate with all
such prior disbursements pursuant to paragraph 2(b), if any, the maximum amount
set forth in paragraph 2(b).  The Company needs such funds to cover 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
      POWER ENTERPRISES, INC.

              
	 
      	 
      
	 
      	
                By:

              	
                  

              
	 
      	 
      	
                Mario
      Garnero, Co-Chairman of the Board

              
	 
      	 
      
	 
      	
                By: 

              	
                  

              
	 
      	 
      	
                Ovidio
      Antônio de Ângelis, Secretary

              


      

    

    


    cc:
Rodman & Renshaw, LLC


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    EXHIBIT
E

    


    
      
        	 
      	
                [Letterhead
      of Company]

              
	 
      	 
      
	 
      	
                [Insert
      date]

              


      

    

    


    Continental
Stock Transfer

      &
Trust Company

    17
Battery Place

    New York,
New York 10004

    Attn:  Steven
Nelson

    


    Re:           Trust Account
No.

    


    Gentlemen:

    


    Pursuant
to paragraph 2(c) of the Investment Management Trust Agreement between Green
Power Enterprises, Inc. (“Company”) and Continental Stock Transfer & Trust
Company (“Trustee”), dated as of __________, 2011 (“Trust Agreement”), pursuant
to the instructions attached hereto as Schedule A, you are instructed to
distribute funds held in the Trust Account to those shareholders listed on
Schedule A, from whom the Company has made purchases of Ordinary Shares at a
price of $___ per Ordinary Share, including commissions (the “Purchase
Price”).  The Purchase Price is equal to or below the Maximum Price
(as defined in the Trust Agreement).  Additionally, the Ordinary
Shares, together with any Ordinary previously purchased by the Company pursuant
to paragraph 2(c) of the Trust Agreement, do not exceed the Maximum Amount (as
defined in the Trust Agreement).

    


    
      
        	 
      	
                Very
      truly yours,

              
	 
      	 
      
	 
      	
                GREEN
      POWER ENTERPRISES, INC.

              
	 
      	 
      
	 
      	
                By:

              	
                  

              
	 
      	 
      	
                Mario
      Garnero, Chairman of the Board

              
	 
      	 
      
	 
      	
                By: 

              	
                  

              
	 
      	 
      	
                Ovidio
      Antônio de Ângelis, Secretary

              


      

    

    


    cc: Rodman & Renshaw,
LLC


    
      
         


      

      
        16