NUMBER
 	
                        SHARES
 
	
                        ______C
 	
                         
 




 

GREEN POWER ENTERPRISES, INC.

INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS

ORDINARY SHARES

SEE REVERSE FOR

CERTAIN DEFINITIONS

 


	
                        This Certifies that
 	
                        CUSIP G4096D 10 1
 
	
                        is the owner of
 	
                         
 




FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF THE PAR VALUE OF $.0001 EACH OF

GREEN POWER ENTERPRISES, INC.

transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed. 

The Corporation will be forced to liquidate if it is unable to complete a business combination by ____________, 2009, all as more fully described in the Corporation’s final prospectus dated ________, 2007

This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.

Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

 


	
                        Dated:
 	
                        
 
 	
                         
 
	
                          
 	
                          
 
	
                        CHAIRMAN
 	
                        SECRETARY
 




 

 








The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

 


	 	
                        TEN COM –
 	
                        as tenants in common
 	
                        UNIF GIFT MIN ACT - _____ Custodian ______
 
	 	
                        TEN ENT – 
 	
                        as tenants by the entireties
 	
                        (Cust)                (Minor)
 
	 	
                        JT TEN – 
 	
                        as joint tenants with right of survivorship
 	
                        under Uniform Gifts to Minors
 
	 	
                         
 	
                        and not as tenants in common
 	
                        Act ______________
 
	 	
                         
 	
                         
 	
                        (State)       
 




Additional Abbreviations may also be used though not in the above list.

Green Power Enterprises, Inc.

The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of shares of Preferred Stock (copies of which may be obtained from the secretary of the Corporation), to all of which the holder of this certificate by acceptance hereof assents.

For value received, ___________________________ hereby sell, assign and transfer unto

 

PLEASE INSERT SOCIAL SECURITY OR OTHER


	
                         
 	
                        IDENTIFYING NUMBER OF ASSIGNEE
 




 


	
      
 	
   
 




 


	
                         
 	
                         
 




(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

 


	
                         
 	
                         
 
	
                         
 	
                         
 




_____________________________________________________________________ shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint _______________________________________________________________ Attorney to transfer the said stock on the books of the within named Corporation will full power of substitution in the premises.

 


	
                        Dated ___________________
 	
                         
 	
                         
 	
                         
 
	
                          
 	
                         
 	
                         
 	
                          
 
	
                         
 	
                         
 	
                         
 	
                        Notice:    The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.
 




 


	
                        Signature(s) Guaranteed:
 	
                         
 	
                         
 	
                         
 
	
                        

        
 	
                         
 	
                         
 	
                          
 
	
                        THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).
 	
                         
 	
                         
 	
                         
 




The holder of this certificate shall be entitled to receive funds from the trust fund only in the event of the Company’s liquidation upon failure to consummate a business combination or if the holder seeks to redeem his respective shares for cash upon a business combination which he voted against and which is actually completed by the Company. In no other circumstances shall the holder have any right or interest of any kind in or to the trust fund.