Greenstreet Acquisition Corp. Coconut Grove, Florida 33133 and Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 Re: INITIAL PUBLIC OFFERING Ladies and Gentlemen:

 
______________,
      2008

Xxxxxxxxxxx
      Acquisition Corp.
0000
      Xxxxx Xxxxxxxx Xxxxx, Xxxxx 000
Coconut
      Grove, Florida 33133

and

Credit
      Suisse Securities (USA) LLC
Xxxxxx
      Xxxxxxx Xxxxxx
New
      York,
      New York 10010-3629

Re:   INITIAL
      PUBLIC OFFERING

Ladies
      and Gentlemen:

This
      letter is being delivered to you in accordance with the Underwriting Agreement
      (the “Underwriting
      Agreement”)
      proposed to be entered into by and between Xxxxxxxxxxx Acquisition Corp., a
      Delaware corporation (the “Company”)
      and
      Credit Suisse Securities (USA) LLC (“Credit
      Suisse”)
      acting
      as underwriter (the “Underwriter”),
      relating to an underwritten initial public offering (the “IPO”)
      of the
      Company’s units (the “Units”),
      each
      Unit comprised of one share of the Company’s Common Stock, par value $0.001 per
      share (the “Common
      Stock”),
      and
      one warrant, which is exercisable for one share of Common Stock. Certain
      capitalized terms used herein are defined in paragraph 11 hereof.

In
      order
      to induce the Company and the Underwriter to enter into the Underwriting
      Agreement and to proceed with the IPO, and in recognition of the benefit that
      such IPO will confer upon the undersigned as a stockholder of the Company,
      and
      for other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, the undersigned hereby agrees with the Company and
      the
      Underwriter as follows:

1. If
      the
      Company solicits approval of its stockholders of a Business Combination, the
      undersigned will vote (i) all Founder Shares owned by the undersigned in
      accordance with the majority of the votes cast by the holders of the IPO Shares
      and (ii) all shares of Common Stock that the undersigned has acquired in the
      IPO
      or in the open market in favor of such Business Combination and in favor of
      an
      amendment to the Amended and Restated Certificate of Incorporation of the
      Company to provide for the Company’s perpetual existence. The undersigned will
      not vote in favor of any amendment to Articles Fifth and Sixth of the Amended
      and Restated Certificate of Incorporation of the Company proposed to be filed
      with the Secretary of State of the State of Delaware on the Effective
      Date.

2. In
      the
      event that the Company fails to consummate a Business Combination within twenty
      four (24) months from the effective date (the “Effective
      Date”)
      of the
      Registration Statement, the undersigned will take all reasonable actions within
      the undersigned’s power to (i) cause the Trust Account to be liquidated and
      distributed to the holders of IPO Shares in accordance with that Investment
      Management Trust Agreement to be entered into by and between the Company and
      American Stock Transfer & Trust Company, as Trustee (the “Trust
      Agreement”);
      and
      (ii) cause the Company to liquidate as soon as reasonably practicable. The
      undersigned agrees that in connection with any cessation of the corporate
      existence of the Company, it will take all reasonable steps to cause the Company
      to adopt a plan of distribution in accordance with Section 281(b) of the General
      Corporation Law of the State of Delaware or any successor provision thereto.
      The
      undersigned hereby waives any and all right, title, interest or claim of any
      kind (each a “Claim”)
      in or
      to (x) any distribution of the Trust Account with respect to the undersigned’s
      Founder Shares in connection with a liquidation and (y) any remaining net assets
      of the Company after such liquidation. The undersigned 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
      funds held in or distributed from the Trust Account for any reason. The
      undersigned acknowledges and agrees that there will be no distribution from
      the
      Trust Account with respect to any warrants, all rights of which will terminate
      on the Company’s liquidation. 
 

        
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3. Except
      as
      disclosed in the Registration Statement, neither the undersigned nor any
      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 the undersigned
      shall be entitled to reimbursement from the Company upon approval by the
      Company’s Audit Committee for the undersigned’s reasonable out-of-pocket
      expenses incurred in connection with seeking and consummating a Business
      Combination; provided, further, that commencing upon the Effective Date,
      Xxxxxxxxxxx Partners, L.P. shall be allowed to charge the Company up to $10,000
      per month, to compensate for the provision to the Company of office space,
      administrative services and secretarial support until the earlier of the
      Company’s consummation of a Business Combination or its
      liquidation.

4. Neither
      the undersigned nor any Affiliate of the undersigned will be entitled to receive
      or accept from the Company a finder’s fee, broker commission or any other
      compensation in the event the undersigned or any Affiliate of the undersigned
      originates a Business Combination.

5. The
      undersigned shall escrow the undersigned’s Founder Shares and Sponsor Warrants,
      in accordance with the terms of a Securities Escrow Agreement which the Company
      will enter into with the undersigned and American Stock Transfer & Trust
      Company, as escrow agent, in form and substance acceptable to the
      Company.

6. The
      undersigned represents and warrants that:

6.1 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;
 

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

6.3 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;

6.4 a
      petition under any federal bankruptcy laws or any state insolvency law was
      not
      filed by or against, nor was a receiver fiscal agent or similar officer
      appointed by a court for the business or property of the undersigned, or for
      any
      partnership in which the undersigned was a general partner within the past
      ten
      years;

6.5 the
      undersigned has not been subject to any order prohibiting and is not subject
      to
      any legal proceeding seeking to prohibit the undersigned from engaging in any
      type of business practice;

6.6 the
      undersigned has not been found by a court of competent jurisdiction in a civil
      action by the Securities and Exchange Commission or by any other federal or
      state administrative or regulatory authority to have violated any federal or
      state securities law; 

6.7 the
      undersigned has not been found by a court of competent jurisdiction in a civil
      action by the Commodity Futures Trading Commission or by any other federal
      or
      state administrative or regulatory authority to have violated any federal or
      state commodities law; and

6.8 the
      Company will not consummate any Business Combination that involves a target
      acquisition which is affiliated with any of the directors, officers or
      Affiliates of the Company or with which the undersigned has had any discussions,
      formal or otherwise, with respect to a Business Combination prior to the
      consummation of the IPO.

7. This
      letter agreement shall be binding on the Company and the undersigned and the
      undersigned’s respective successors, heirs, personal representatives and
      assigns. This letter agreement shall terminate on the earlier of (i) the date
      upon which the Business Combination is consummated and (ii) the date upon which
      the liquidation and distribution of the Trust Account is completed, provided
      that the following Sections shall survive such termination: 3, 4, 5, 8, 9,
      10,
      11 and 12.

8. Reference
      is made to the lock-up agreement letter to be entered into by and among the
      undersigned and the Underwriter, and the undersigned covenants and undertakes
      to
      the Company to comply with the terms thereof as if the Company were a party
      thereto.

9. This
      letter agreement shall be governed by, and construed in accordance with, the
      laws of the State of New York applicable to contracts executed in and to be
      performed in that State, including, without limitation, Sections 5-1401 and
      5-1402 of the New York General Obligations Law and the New York Civil Practice
      Laws and Rules 327(b). Each of the Company and the undersigned hereby (i) agrees
      that any action, proceeding or claim against him or it 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 and (ii) waives any objection to such
      exclusive jurisdiction and that such courts represent an inconvenient
      forum.
 

        
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10. Each
      party hereto hereby irrevocably and unconditionally waives the right to a trial
      by jury in any action, suit, counterclaim or other proceeding (whether based
      on
      contract, tort or otherwise) arising out of, connected with or relating to
      this
      letter agreement.

11. As
      used
      herein:

11.1 “Affiliate”
shall
      have the meaning ascribed to it in Rule 12b-2 of the General Rules and
      Regulations under the Securities Exchange Act of 1934, as amended.

11.2. “Business
      Combination”
shall
      have the meaning set forth in the Registration Statement.

11.3 “Founder
      Shares”
shall
      mean all of the shares of Common Stock of the Company issued prior to the
      IPO.

11.4 “IPO
      Shares”
shall
      mean the shares of Common Stock comprising the Units issued in the Company’s
      IPO.

11.5 “Registration
      Statement”
shall
      mean the registration statement to be filed by the Company on Form S-1 with
      the
      Securities and Exchange Commission, and any amendment or supplement thereto,
      in
      connection with the IPO.

11.6 “Sponsor
      Warrants”
shall
      mean the warrants to be purchased by the undersigned immediately prior to and
      subject to the consummation of the Company’s IPO, as set forth in that certain
      Sponsor Warrant Subscription Agreement, dated as of January 14, 2008, by and
      between the Company and the undersigned.

11.7 “Trust
      Account”
shall
      mean the trust account established pursuant to the Trust Agreement, the amounts
      therein to be released only in the event of the consummation of a Business
      Combination, a liquidation of the Company or as otherwise permitted by the
      Trust
      Agreement.

12. 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 undersigned,
      the Company and Credit Suisse.


        
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Sincerely,

GRST
      ACQUISITION, LLC

By:         
      Xxxxxxxxxxx
      Capital, L.P.,
its
      sole
      member

By:         
      Xxxxxxxxxxx
      Management, Inc.,
its
      general partner


By:       
      __________________________ 
Name:
       
Title: 




Accepted
      and agreed:

XXXXXXXXXXX
      ACQUISITION CORP.


By:
      _________________________________
Name:
      
Title:
      
 
[Insider
      Letter]
 
 
 

        
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Greenstreet Acquisition Corp. Coconut Grove, Florida 33133 and Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 Re: INITIAL PUBLIC OFFERING Ladies and Gentlemen:

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