Exhibit 10.1


EMPLOYMENT AGREEMENT


          EMPLOYMENT
AGREEMENT (this “Agreement”) dated as of May 9, 2012,
by and between 11 GOOD ENERGY, INC.,
a Delaware corporation having an office at 4450 Belden Village Street NW, Suite
800, Canton, Ohio 44718 (“11GE”), and Mario Larach (“Larach”) with an address
3575-723 Del Mar Heights Rd., San Diego, CA 92130.


W I T N E S S E T H:


          WHEREAS,
11GE desires to engage the services of Larach as a
full-time employee in the role of Chief Executive Officer and Larach desires to
become a full-time employee of 11GE in the role of Chief Executive Officer; and


          WHEREAS,
both parties desire to clarify and specify the rights and obligations which
each shall have with respect to the other in connection with Larach’s employment.


          NOW, THEREFORE, in consideration of the
agreements and covenants herein set forth, the parties hereby agree as follows:


	
  

 	
  

 
	
  

 	
           1. Employment

 
	
  

 	
  

 
	
  

 	
           Larach
 hereby agrees to be employed by 11GE, and 11GE hereby agrees to employ
 Larach, subject to and on the terms and conditions set forth herein.

 
	
  

 	
  

 
	
  

 	
           2.
 Board of Directors

 
	
  

 	
  

 
	
  

 	
           (a)
 Larach agrees to serve as a member of the Board of Directors of 11GE,
 conditional to 11GE providing directors and officers (D&O) insurance
 acceptable to Larach. As a member of the Board of Directors of 11GE, Larach
 shall receive stock, options, or warrant compensation equal to that provided
 to outside directors. In this respect, 11GE shall grant Larach common stock
 purchase warrants to purchase 50,000 shares of Common Stock exercisable at
 $5.00 per share for a period of five years from the date Mr. Larach
 effectively joins the Board of Directors. See Exhibit 1.

 













	
  

 	
  

 
	
  

 	
           3.
 Duties and Responsibilities of Larach

 
	
  

 	
  

 
	
  

 	
           Effective
 at 9:00 a.m. on the morning following 11 GE filing its Form 10-Q for the
 quarter ended March 31, 2012 with the Securities and Exchange Commission,
 Larach shall become Chief Executive Officer of 11 GE. The duties and
 responsibilities of Larach shall be as assigned by the Board of Directors of
 11GE consistent with the role of Chief Executive Officer and general
 operations of 11GE. Larach understands and agrees that while Larach shall
 serve as Chief Executive Officer, all employees, consultants, accountants,
 attorneys and other professionals working on behalf of 11GE shall be hired
 and/or terminated only with the approval of the Board of Directors. In this
 respect, Mr. Larach shall not terminate any existing relationships with
 11GE’s employees, consultants and professionals, except with the approval of
 the 11GE Board.

 
	
  

 	
  

 
	
  

 	
           4.
 Exclusivity of Service

 
	
  

 	
  

 
	
  

 	
           Larach
 shall serve as a full-time employee of 11GE located in San Diego, California,
 and Larach shall not be required to relocate in connection with his
 employment by 11GE pursuant to this Agreement. During the term of this
 Agreement, Larach may not engage in business activities for or on behalf of
 any person or entity other than 11GE which are the same as, similar to, or in
 competition with business activities carried on by 11GE without its prior
 written consent.

 
	
  

 	
  

 
	
  

 	
           5.
 Compensation

 
	
  

 	
  

 
	
  

 	
           (a) In
 consideration for Larach’s services to be performed under this Agreement and
 as compensation therefor, 11GE shall pay to Larach, in addition to all other
 benefits provided for in this Agreement a base salary at the rate of $10,000
 per month, increasing to $16,250 per month at such time as 11GE raises, in
 one or more transactions, an aggregate of $2 million (the “Larach Salary”).
 On the date which 11GE raises, in one or more transactions, an aggregate of
 $2 million Mr. Larach will receive a $20,000.00 signing bonus. All payments
 of the Larach Salary shall be payable in equal monthly installments on the
 last business day of each month or otherwise as mutually agreed to by the
 parties. The Larach Salary shall not be decreased during the Term (as defined
 below).

 
	
  

 	
  

 
	
  

 	
           (b) In
 addition to the Larach Base Salary, Larach shall be entitled to salary
 increases, bonuses, stock based compensation and other benefits as determined
 by the 11GE’s Board of Directors in its sole discretion.

 
	
  

 	
  

 
	
  

 	
           (c) Upon
 the execution of this Agreement, 11GE shall award to Larach warrants purchase
 to aggregate amount of 200,000 shares (50,000 vested immediately and 50,000
 at each yearly anniversary) of the 11GE’s common stock at the exercise price
 of $5.00 per share (the “Signing Warrants”). The Signing Warrants shall have
 a term of five years from the date of this Agreement. The Signing Warrants
 shall all be in the form appended hereto as Exhibit 2 shall provide the
 holder with a cashless exercise option that, if the price of the common stock
 trades above $15.00 per share for 10 consecutive days, 

 


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 the cashless option is triggered. Upon Larach’s exercise of the
 Signing Warrants, Larach agrees not to sell, transfer, pledge or assign the
 shares received upon exercise of the Signing Warrants for a period of six
 months from the exercise date(s) of the Signing Warrants.

 
	
  

 	
  

 
	
  

 	
           6. Six-Month Review

 
	
  

 	
  

 
	
  

 	
           (a) Six
 months after commencement of this Agreement, Mr. Larach and the 11GE Board of
 Directors shall meet to review performance as compared to 11GE Board of
 Directors expectations. The 11GE Board of Directors expectations shall be
 based on Larach’s performance objectives appended hereto as Exhibit 3. 

 
	
  

 	
  

 
	
  

 	
           (b)
 Notwithstanding anything contained herein to the contrary, the compensation
 of Larach (and other terms of this Agreement) shall be reviewed by the Board
 of Directors or Compensation Committee of the Board during this meeting. At
 that time, Larach and 11 GE will mutually agree on any compensation changes,
 excluding any decrease in the Larach Salary, to Larach’s employment
 agreement. In the event the parties cannot agree on such changes, then either
 party may terminate this agreement and Larach shall be paid his compensation
 solely through the date of his termination notwithstanding anything contained
 elsewhere in this Agreement. 

 
	
  

 	
  

 
	
  

 	
           7.
 Benefits and Indemnification

 
	
  

 	
  

 
	
  

 	
           (a)
 Annually, Larach shall be entitled to paid vacation to be taken in amounts
 and at times mutually and reasonably agreed upon by Larach and 11GE in
 addition to all other holidays established as part of 11GE’s standard
 practices, but in no event shall such paid vacation be less than two weeks
 per year.

 
	
  

 	
  

 
	
  

 	
           (b) 11GE
 By Laws shall have an indemnification provision stating that the corporation
 shall indemnify any Director or Officer or any former Director or Officer, to
 the full extent permitted by law.

 
	
  

 	
  

 
	
  

 	
           (c) 11GE
 confirms to Larach that as of the date of execution of this Agreement, 11GE
 has certain outstanding tax obligations but is otherwise current on all State
 and Federal filings. 11GE confirms that Larach, as a newly appointed
 corporate officer, shall not be liable for any outstanding tax obligations
 accrued prior to the date of this Agreement. 11GE confirms that arrangements
 have been made to satisfy these outstanding obligations.

 
	
  

 	
  

 
	
  

 	
           8.
 Health Insurance or Benefits.

 
	
  

 	
  

 
	
  

 	
           Upon the
 commencement of this Agreement, 11GE has no life, health, hospitalization,
 dental or a 401(k) plan. Upon receipt of additional financing, 11GE will
 endeavor to obtain this coverage and to provide these benefits to Larach to
 the same extent that such benefits are provided to other employees in
 accordance with the 11GE 

 


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 corporate policy. Until additional financing is received by 11GE,
 Larach shall retain Larach’s own health and hospitalization insurance for
 Larach and Larach’s family and 11GE shall be responsible to reimburse him for
 $1,000 per month and said reimbursement shall be due no later than 14 days
 following the date of Larach’s submission of a reimbursement request.

 
	
  

 	
  

 
	
  

 	
           9.
 Term of Employment

 
	
  

 	
  

 
	
  

 	
           The term
 of Larach’s employment hereunder shall commence on the date hereof and
 continue for a period of two (2) years (the “Term”), unless terminated prior
 thereto in accordance with Section 10 hereof. In the event that 11GE has not
 raised, at least $2 million in financing for its operations by October 1,
 2012, then, at the 11GE’s option, 11GE may notify Larach that it is electing
 to shorten the term of this Agreement by one month for each two month period
 after October 1, 2012 that elapses before 11GE raises, in one or more
 transactions, an aggregate of at least $2 million in financing. In the event
 that 11GE raises, in one or more transactions, an aggregate of $2 million,
 the term of this Agreement may, at 11GE’s sole option, be extended to expire
 two years after the date that 11GE raises, in one or more transactions, an
 aggregate of $2 million. 

 
	
  

 	
  

 
	
  

 	
           10.
 Termination

 
	
  

 	
  

 
	
  

 	
           The
 following provisions pertaining to termination are in addition to the
 termination provisions contained in Section 6(b) of this Agreement.

 
	
  

 	
  

 
	
  

 	
                     (a)
 Termination. 

 
	
  

 	
  

 
	
  

 	
                               (i)
 11GE Termination. Notwithstanding the terms of this Agreement, the
 11GE may terminate this Agreement for cause (“Cause”) in the event (a) of
 Larach’s commission of an act involving fraud, embezzlement, or theft against
 the property or personnel of 11GE, (b) Larach shall be convicted of, or plead
 nolo contendere to a felony or engages in other criminal
 conduct that could reasonably be expected to have a material adverse effect
 on the business, assets, properties, prospects, results of operations or
 financial condition of 11GE; or (c) Larach intentionally fails to follow the
 reasonable directions of 11GE’s Board of Directors after 11GE has provided
 notice to Larach and a reasonable period to cure, which period shall in no
 event be less than 30 calendar days.

 
	
  

 	
  

 
	
  

 	
                               (ii)
 Larach Termination. Notwithstanding the terms of this Agreement,
 Larach may terminate this Agreement in the event that (a) 11GE fails to make
 a payment of the Larach Base Salary or fails to cure any such breach within
 30 days, (b) Signing Warrants are not issued upon the execution of this
 Agreement, or (c) 11GE breaches a material provision of this Agreement which
 is not cured within 30 days after Larach provides 11GE with notice of such
 breach. In the event Larach terminates this Agreement pursuant to this
 Section 10(a)(ii), 11GE shall continue to be obliged for (x) either the
 Larach Base Salary through the Term in the event 11GE at the date of his
 termination has raised, in one or more transactions, an aggregate of $2
 million by the 

 


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 Termination Date or the Larach Base Salary through the Termination
 Date of this Agreement in the event 11GE at the date of his termination has
 not raised, in one or more transactions, an aggregate of $2 million by the
 Termination Date and (y) any applicable bonuses, any pro-rata performance
 bonus for any partial year based on performance of 11GE for the year, or if
 performance results are not available, based on Larach’s performance bonus
 for the immediately prior year, in each case earned and unpaid through the
 effective date of termination.

 
	
  

 	
  

 
	
  

 	
                     (b)
 Death or Disability. 11GE may terminate this Agreement upon the
 disability or death of Larach by giving written notice to Larach. In the case
 of disability, such termination will become effective immediately upon the
 giving of such notice unless otherwise specified by 11GE. For purposes of
 this Section 10(b), “disability” shall mean that for a period of more than
 two consecutive months in any 12-month period Larach is unable to perform the
 essential functions of his position because of physical, mental or emotional
 incapacity resulting from injury, sickness or disease. Upon any such
 termination, 11GE shall be relieved of all its obligations under this
 Agreement, except the Larach Base Salary, any applicable bonuses, any
 pro-rata performance bonus for any partial year based on performance of 11GE
 for the year, or if performance results are not available, based on Larach’s
 performance bonus for the immediately prior year, in each case earned and
 unpaid through the effective date of termination. Nothing in this provision
 is intended to violate state or federal laws. 

 
	
  

 	
  

 
	
  

 	
           11.
 Violation of Other Agreements and Authority

 
	
  

 	
  

 
	
  

 	
                   Larach
 represents and warrants to 11GE that he is legally able to enter into this
 Agreement; that he is not prohibited by the terms of any agreement, understanding
 or policy from entering into this Agreement; that the terms hereof will not
 and do not violate or contravene the terms of any agreement, understanding or
 policy to which Larach is or may be a party, or by which Larach is bound;
 that as of the date hereof Larach is under no physical or mental disability
 that would materially interfere with the performance of his duties under this
 Agreement. Larach agrees that it is a material inducement to 11GE that Larach
 make the foregoing representations and warranties and that they be true in
 all material respects. 

 
	
  

 	
  

 
	
  

 	
           12.
 11GE Authority Relative to this Agreement

 
	
  

 	
  

 
	
  

 	
           11GE has
 the requisite corporate power and authority to execute and deliver this
 Agreement and to consummate the transactions contemplated by this Agreement.
 The Board of Directors of 11GE has duly authorized the execution and delivery
 of this Agreement by 11GE and the consummation by 11GE of the transactions
 contemplated on its part by this Agreement, and no other corporate proceedings
 on the part of 11GE are necessary to authorize this Agreement or for 11GE to
 consummate the transactions contemplated by it. 11GE has duly executed and
 delivered this Agreement and it is a valid and binding Agreement of 11GE,
 enforceable against 11GE in accordance with its terms, subject to bankruptcy
 or insolvency laws affecting creditors’ rights generally and to general
 principles of equity.

 


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           13.
 Notices

 
	
  

 	
  

 
	
  

 	
           Any and
 all notices, demands or requests required or permitted to be given under this
 Agreement shall be given in writing and sent, by registered or certified U.S.
 mail, return receipt requested, by hand, or by overnight courier, addressed
 to the parties hereto at their addresses set forth above or such other addresses
 as they may from time-to-time designate by written notice, given in
 accordance with the terms of this Section.

 
	
  

 	
  

 
	
  

 	
           14.
 Waivers

 
	
  

 	
  

 
	
  

 	
           No waiver
 by any party of any default with respect to any provision, condition or
 requirement hereof shall be deemed to be a waiver of any other provision,
 condition or requirement hereof; nor shall any delay or omission of any party
 to exercise any right hereunder in any manner impair the exercise of any such
 right accruing to it thereafter.

 
	
  

 	
  

 
	
  

 	
           15.
 Preservation of Intent

 
	
  

 	
  

 
	
  

 	
           Should
 any provision of this Agreement be determined by a court having jurisdiction
 in the premises to be illegal or in conflict with any laws of any state or
 jurisdiction or otherwise unenforceable, 11GE and Larach agree that such
 provision shall be modified to the extent legally possible so that the intent
 of this Agreement may be legally carried out.

 
	
  

 	
  

 
	
  

 	
           16.
 Entire Agreement

 
	
  

 	
  

 
	
  

 	
           This
 Agreement sets forth the entire and only agreement or understanding between
 the parties relating to the subject matter hereof and supersedes and cancels
 all previous agreements, negotiations, letters of intent, correspondence,
 commitments and representations in respect thereof among them, and no party shall
 be bound by any conditions, definitions, warranties or representations with
 respect to the subject matter of this Agreement except as provided in this
 Agreement.

 
	
  

 	
  

 
	
  

 	
           17. Inurement; Assignment

 
	
  

 	
  

 
	
  

 	
           The
 rights and obligations of 11GE under this Agreement shall inure to the
 benefit of and shall be binding upon any successor of 11GE or to the business
 of 11GE subject to the provisions hereof. Neither this Agreement nor any
 rights or obligations of Larach hereunder shall be transferable or assignable
 by Larach.

 
	
  

 	
  

 
	
  

 	
           18.
 Amendment

 
	
  

 	
  

 
	
  

 	
           This
 Agreement may not be amended in any respect except by an instrument in
 writing signed by the parties hereto.

 


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           19.
 Headings

 
	
  

 	
  

 
	
  

 	
           The
 headings in this Agreement are solely for convenience of reference and shall
 be given no effect in the construction or interpretation of this Agreement.

 
	
  

 	
  

 
	
  

 	
           20.
 Counterparts

 
	
  

 	
  

 
	
  

 	
           This
 Agreement may be executed in any number of counterparts, each of which shall
 be deemed an original, but all of which when taken together shall constitute
 one and the same instrument. If a party
 signs this Agreement and transmits an electronic facsimile of the signature
 page to the other party, the party who receives the transmission may rely
 upon the electronic facsimile as a signed original of this Agreement.

 
	
  

 	
  

 
	
  

 	
           21.
 Governing Law

 
	
  

 	
  

 
	
  

 	
           This
 Agreement shall be governed by, construed and enforced in accordance with the
 internal laws of the State of California, without giving reference to
 principles of conflict of laws. 

 
	
  

 	
  

 
	
  

 	
           22.
 Jurisdiction; Service of Process. 

 
	
  

 	
  

 
	
  

 	
           Each
 party (a) consents to the personal jurisdiction of any state or federal court
 located in the county of San Diego, California (and any corresponding
 appellate court) in any proceeding arising out of or relating to this
 Agreement, (b) waives any venue or inconvenient forum defense to any
 proceeding maintained in such courts and (c) except as otherwise provided in
 this Agreement, agrees not to initiate any proceeding arising out of or
 relating to this Agreement in any other court or forum. Process in any such
 proceeding may be served on any party anywhere in the world. 

 


[Signatures Follow]


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          IN
WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first above written.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 11 GOOD ENERGY, INC.

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By: 

 	
  

 	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 	

 


 	
  

 
	
  

 	
 Gary R. Smith,

 	
  

 	
 Mario Larach

 	
  

 
	
  

 	
 Interim Chief Executive Officer

 	
  

 	
  

 	
  

 












Exhibit 1


THE WARRANTS REPRESENTED
BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND
MAY NOT BE OFFERED OR SOLD EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144
UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION
OF SECURITIES), OR (iii) UPON THE DELIVERY BY THE HOLDER TO THE COMPANY OF AN
OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, STATING
THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.


EXERCISABLE UNTIL
ON OR BEFORE MAY 9, 2017

5:00 P.M., CALIFORNIA TIME 


Warrant No. 1


11 GOOD ENERGY, INC.


          This
warrant certificate (the “Warrant Certificate”) certifies that MARIO LARACH or
registered assigns, is the registered holder (the “Holder”) of Warrants to
purchase, at any time until 5:00 P.M. California time on May 9, 2017 (the
“Expiration Date”), up to 50,000 fully-paid and non-assessable
shares, subject to adjustment in accordance with Section 6 hereof (the “Warrant
Shares”), of the common stock (the “Common Stock”), of 11 GOOD ENERGY, INC., a
Delaware corporation (the “Company”), subject to the terms and conditions set
forth herein. The warrants represented by this Warrant Certificate and any
warrants resulting from a transfer or subdivision of the warrants represented
by this Warrant Certificate shall sometimes hereinafter be referred to,
individually, as a “Warrant” and, collectively, as the “Warrants.” This Warrant
Certificate is being delivered in connection with the terms of an Employment
Agreement dated May 9, 2012. 


          1.
Exercise of Warrants. This Warrant is initially exercisable to purchase
50,000 Warrant Shares at an initial exercise price of $5.00 per share, subject to
adjustment as set forth in Section 6 hereof, payable in cash or by check to the
order of the Company, or any combination of cash or check. Upon surrender of
this Warrant Certificate with the annexed Form of Election to Purchase duly
executed, together with payment of the Exercise Price (as hereinafter defined)
for the Warrant Shares purchased, at the Company’s principal offices (presently
located at 4450 Belden Village Street N.W., Suite 800, Canton, OH 44718), the
registered holder of the Warrant Certificate shall be entitled to receive a
certificate or certificates for the Warrant Shares so purchased. The purchase
rights represented by this Warrant Certificate are exercisable at the option of
the Holder hereof, in whole or in part (but not as to fractional shares). In
the case of the purchase of less than all the Warrant Shares purchasable under
this Warrant Certificate, the Company shall cancel this Warrant Certificate upon
its surrender and shall execute and deliver a 


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new Warrant Certificate
of like tenor for the balance of the Warrant Shares purchasable hereunder.


          2.
Issuance of Certificates. Upon the exercise of the Warrants, the
issuance of certificates for the Warrant Shares purchased pursuant to such
exercise shall be made forthwith without charge to the Holder thereof
including, without limitation, any tax which may be payable in respect of the
issuance thereof, and such certificates shall (subject to the provisions of
Section 3 hereof) be issued in the name of, or in such names as may be directed
by, the Holder thereof; provided, however, that the Company shall not be
required to pay any tax which may be payable in respect of any transfer
involved in the issuance and delivery of any such certificates in a name other
than that of the Holder and the Company shall not be required to issue or
deliver such certificates unless or until the person or persons requesting the
issuance thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been
paid.


          The
Warrant Certificates and, upon exercise of the Warrants, the certificates
representing the Warrant Shares shall be executed on behalf of the Company by
the manual or facsimile signature of those officers required to sign such
certificates under applicable law.


          This
Warrant Certificate and, upon exercise of the Warrants, in part or in whole,
certificates representing the Warrant Shares shall bear a legend substantially
similar to the following:


	
  

 	
  

 	
  

 
	
  

 	
 The securities
 represented by this certificate have not been registered under the Securities
 Act of 1933, as amended (“Act”), and may not be offered or sold except (i) pursuant
 to an effective registration statement under the Act, (ii) to the extent
 applicable, pursuant to Rule 144 under the Act (or any similar rule under
 such Act relating to the disposition of securities), or (iii) upon the
 delivery by the holder to the Company of an opinion of counsel, reasonably
 satisfactory to counsel to the issuer, stating that an exemption from
 registration under such Act is available.

 	
  

 


          3.
Restriction on Transfer of Warrants and Warrant Shares. The Holder of
this Warrant Certificate, by its acceptance thereof, represents and warrants
to, and covenants and agrees with the Company that the Warrants and the Warrant
Shares issuable upon exercise of the Warrants are being acquired for the
Holder’s own account as an investment and not with a view to the resale or
distribution thereof and understands that the Warrants and the Warrant Shares
are not registered under the Act or any state securities or blue sky laws and,
therefore, may not be transferred unless such securities are either registered
under the Act and any applicable state securities law or an exemption from such
registration is available. The Holder of this Warrant Certificate acknowledges
that the Holder has been provided with an opportunity to ask questions of
representatives of the Company concerning the Company and that all such
questions were answered to the satisfaction of the Holder. In connection with
any purchase of Warrant Shares the Holder agrees to execute any documents which
may be reasonably required by counsel to the Company to comply with the
provisions of the Act and applicable state securities laws. 


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          4.
Redemption Rights of Warrants. [Left blank intentionally.]


          5.
Exercise Price


                    (a)
Initial and Adjusted Exercise Price. The initial exercise price of each
Warrant shall be $5.00 per Warrant Share. The adjusted exercise price shall be
the price which shall result from time to time from any and all adjustments of
the initial exercise price in accordance with the provisions of Section 6
hereof.


                    (b)
Exercise Price. The term “Exercise Price” herein shall mean the initial
exercise price or the adjusted exercise price, depending upon the context.


          6.
Adjustments of Exercise Price and Number of Warrant Shares.  


                    6.1
Dividends and Distributions. In case the Company shall at any time after
the date hereof pay a dividend in shares of Common Stock or make a distribution
in shares of Common Stock, then upon such dividend or distribution, the
Exercise Price in effect immediately prior to such dividend or distribution
shall be reduced to a price determined by dividing an amount equal to the total
number of shares of Common Stock outstanding immediately prior to such dividend
or distribution multiplied by the Exercise Price in effect immediately prior to
such dividend or distribution, by the total number of shares of Common Stock
outstanding immediately after such dividend or distribution. For purposes of
any computation to be made in accordance with the provisions of this Section
6.1, the Common Stock issuable by way of dividend or distribution shall be
deemed to have been issued immediately after the opening of business on the
date following the date fixed for determination of shareholders entitled to
receive such dividend or distribution.


                    6.2
Subdivision and Combination. In case the Company shall at any time
subdivide or combine the outstanding Common Stock, the Exercise Price shall
forthwith be proportionately decreased in the case of subdivision or increased
in the case of combination.


                    6.3
Adjustment in Number of Warrant Shares. Upon each adjustment of the
Exercise Price pursuant to the provisions of this Section 6, the number of
Warrant Shares issuable upon the exercise of each Warrant shall be adjusted to
the nearest full share of Common Stock by multiplying a number equal to the
Exercise Price in effect immediately prior to such adjustment by the number of
Warrant Shares issuable upon exercise of the Warrants immediately prior to such
adjustment and dividing the product so obtained by the adjusted Exercise Price.


                    6.4
Reclassification and Consolidations. In case of any reclassification or
change of the outstanding shares of Common Stock (other than a change in par
value, or from par value to no par value, or as a result of a subdivision or
combination), or in the case of any consolidation of the Company with, or
merger of the Company into, another corporation (other than a consolidation or
merger in which the Company is the surviving corporation and which 


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does not result in any reclassification or change of the outstanding shares of Common
Stock, except a change as a result of a subdivision or combination of such
shares or a change in nominal value, as aforesaid), or in the case of a sale or
conveyance to another corporation of the property of the Company as an
entirety, the Holder shall thereafter have the right to purchase the kind and
number of shares of stock and other securities and property receivable upon
such reclassification, change, consolidation, merger, sale or conveyance as if
the Holder were the owner of the Warrant Shares issuable upon exercise of the
Warrants immediately prior to any such events at a price equal to the product
of (x) the number of Warrant Shares issuable upon exercise of the Warrants and
(y) the Exercise Price in effect immediately prior to the record date for such
reclassification, change, consolidation, merger, sale or conveyance as if such
Holder had exercised the Warrants.


                    6.5
Determination of Outstanding Shares. The number of shares of Common
Stock at any one time outstanding shall include the aggregate number of shares
issued or issuable upon the exercise of outstanding options, rights, warrants
and upon the conversion or exchange of outstanding convertible or exchangeable
securities.


                    6.6
Notice of Adjustment. Whenever the Exercise Price or the number of
Warrant Shares shall be adjusted pursuant to this Section 6, the Company
provide written notice to the Holder, with reasonable detail of the event
requiring the adjustment, the amount of the adjustment, the method by which
such adjustment was calculated, and the Exercise Price and the number of
Warrant Shares after giving effect to such adjustment.


          7.
Exchange and Replacement of Warrant Certificates. This Warrant
Certificate is exchangeable without expense, upon the surrender hereof by the
registered Holder at the principal executive office of the Company, for a new
Warrant Certificate of like tenor and date representing in the aggregate the
right to purchase the same number of Warrant Shares in such denominations as
shall be designated by the Holder thereof at the time of such surrender.


          Upon
receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant Certificate, and, in case of
loss, theft or destruction, of indemnity or security reasonably satisfactory to
it, and reimbursement to the Company of all reasonable expenses incidental
thereto, and upon surrender and cancellation of the Warrants, if mutilated, the
Company will make and deliver a new Warrant of like tenor, in lieu thereof.


          8.
Elimination of Fractional Interests. The Company shall not be required
to issue certificates representing fractions of shares of Common Stock and
shall not be required to issue scrip or pay cash in lieu of fractional
interests, it being the intent of the parties that all fractional interests
shall be eliminated by rounding any fraction up to the nearest whole number of
shares of Common Stock.


          9.
Reservation of Shares. The Company covenants and agrees that it will at
all times reserve and keep available out of its authorized share capital,
solely for the purpose of issuance upon the exercise of the Warrants, such
number of shares of Common Stock as shall be equal to the number of Warrant
Shares issuable upon the exercise of the Warrants, for issuance upon such 


4





exercise, and that, upon
exercise of the Warrants and payment of the Exercise Price therefor, all
Warrant Shares issuable upon such exercise shall be duly and validly issued,
fully paid, non-assessable and not subject to the preemptive rights of any
shareholder.


          10.
Notices to Warrant Holders. Nothing contained in this Warrant shall be
construed as conferring upon the Holder or Holders the right to vote or to
consent or to receive notice as a stockholder in respect of any meetings of
stockholders for the election of directors or any other matter, or as having
any rights whatsoever as a shareholder of the Company. If, however, at any time
prior to the expiration of the Warrants and their exercise, any of the
following events shall occur:


          (a)
the Company shall take a record of the holders of its Common Stock for the
purpose of entitling them to receive a dividend or distribution payable
otherwise than in cash, or a cash dividend or distribution payable otherwise
then out of current or retained earnings, as indicated by the accounting
treatment of such dividend or distribution on the books of the Company; or


          (b)
the Company shall offer to all the holders of its Common Stock any additional
shares of Common Stock or other shares of capital stock of the Company or
securities convertible into or exchangeable for shares of Common Stock or other
shares of capital stock of the Company, or any option, right or warrant to
subscribe therefor;


          (c)
a dissolution, liquidation or winding up of the Company (other than in
connection with a consolidation or merger) or a sale of all or substantially
all of its property, assets and business as an entirety shall be proposed; or


          (d)
the Company or an affiliate of the Company shall propose to issue any rights to
subscribe for shares of Common Stock or any other securities of the Company or
of such affiliate to all the stockholders of the Company;


then, in any one or more
of said events, the Company shall give written notice of such event at least
twenty (20) days prior to the date fixed as a record date or the date of
closing the transfer books for the determination of the stockholders entitled
to such dividend, distribution, convertible or exchangeable securities or
subscription rights, options or warrants, or entitled to vote on such proposed
dissolution, liquidation, winding up or sale. Such notice shall specify such
record date or the date of closing the transfer books, as the case may be.
Failure to give such notice or any defect therein shall not affect the validity
of any action taken in connection with the declaration or payment of any such
dividend or distribution, or the issuance of any convertible or exchangeable
securities or subscription rights, options or warrants, or any proposed dissolution,
liquidation, winding up or sale.


          11.
Notices. All notices, requests, consents and other communications
hereunder shall be in writing and shall be deemed to have been duly made when
delivered, or mailed by registered or certified mail, return receipt requested:


5





          (a)
If to a registered Holder of the Warrants, to the address of such Holder as
shown on the books of the Company; or


          (b)
If to the Company, to the address set forth in Section 1 of this Warrant or to
such other address as the Company may designate by notice to the Holders.


          12.
Successors. All the covenants and provisions of this Warrant by or for
the benefit of the Company and the Holders inure to the benefit of their
respective successors and assigns hereunder.


          13.
Governing Law.


                    13.1
Choice of Law. This Warrant shall be deemed to have been made and
delivered in the State of Delaware and shall be governed as to validity,
interpretation, construction, effect and in all other respects by the internal
laws of the State of Delaware.


                    13.2
Jurisdiction and Service of Process. The Company and the Holder each (a)
agrees that any legal suit, action or proceeding arising out of or relating to
this Warrant Certificate shall be instituted exclusively in the Supreme Court
of California or in the United States District Court for the Southern District
of California, (b) waives any objection which the Company or such Holder may
have now or hereafter based upon forum non conveniens or to the venue of
any such suit, action or proceeding, and (c) irrevocably consents to the
jurisdiction of the Supreme Court of California or the United States District
Court for the Southern District of California in any such suit, action or proceeding.
The Company and the Holder each further agrees (a) to accept and acknowledge
service of any and all process which may be served in any such suit, action or
proceeding in the Supreme Court of California or in the United States District
Court for the Southern District of California, and (b) agrees that service of
process upon the Company or the Holder mailed by certified mail to their
respective addresses shall be deemed in every respect effective service of
process upon the Company or the Holder, as the case may be, in any suit, action
or proceeding. FURTHER, BOTH THE COMPANY AND HOLDER HEREBY WAIVE TRIAL BY JURY
IN ANY ACTION TO ENFORCE THE TERMS OF THIS WARRANT CERTIFICATE AND IN
CONNECTION WITH ANY DEFENSE, COUNTERCLAIM OR CROSS-CLAIM ASSERTED IN ANY SUCH
ACTION.


6





14. No Impairment of
Rights. The Company will not, by amendment of its charter documents or
through any other means, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant, but will at all times in good faith assist
in the carrying out of all such terms and in the taking of all such action as
may be necessary or appropriate in order to protect the rights of the holder of
this Warrant against impairment.


IN WITNESS WHEREOF, the
Company has caused this Warrant to be duly executed, as of the __________ day
of May, 2012.


	
  

 	
  

 	
  

 
	
  

 	
 11 GOOD ENERGY, INC.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	


 
	
  

 	
  

 	
 Gary R. Smith, Chief Operating Officer

 


(Corporate Seal)


7





[FORM OF ELECTION
TO PURCHASE]


                    The
undersigned hereby irrevocably elects to exercise the right, represented by
this Warrant Certificate, to purchase ________ Warrant Shares and herewith
tenders in payment for such Warrant Shares cash or a certified check payable to
the order of 11 Good Energy, Inc. in the amount of $_________, all in
accordance with the terms hereof. The undersigned requests that a certificate
for such Warrant Shares be registered in the name of ___________________________________________, whose address is ________________
_______________________________________________________________, and that such
certificate be delivered to ________________________, whose address is
____________________ _____________________________________.




	
  

 	
  

 	
  

 	
  

 
	
 Dated: 

 	
  

 	
 Signature: 

 	
  

 
	
  

 	
 

 	
  

 	

 


 
	 	
  

 	
  

 	
 (Signature must conform in
 all respects to
 name of holder as specified on the
 face of 
 the Warrant Certificate.)

 





	
  

 
	

 


 
	
  

 
	

 


 
	
 (Insert Social Security or Other

 
	
 Identifying Number of Holder)

 





8





ASSIGNMENT FORM


The undersigned, being the true and lawful owner of
Holder Warrants to purchase shares of Common Stock of 11 Good Energy, Inc.
hereby assigns and transfers unto:


	
  

 	
  

 	
  

 	
  

 
	
 Name: 

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 (Please
 typewrite or print in block letters)

 	
  

 
	
  

 	
  

 	
  

 
	
 Address: 

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Social
 Security Number/ Federal ID:  

 	
  

 
	
  

 	
  

 	

 


 



the right to purchase Common Stock of _____________ represented by this
Warrant to the extent of ________________________ shares of Common Stock as to which
such right is exercisable and does hereby irrevocably constitute and appoint
_____________________________ Attorney, to transfer the same
on the books of 11 Good Energy, Inc. with full power of substitution in the
premises.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Dated:

 	
  

 	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
 Name of
 Registered Holder

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
 Signature

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
 Signature,
 if held jointly

 	
  

 



9












Exhibit 2


THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES
ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED OR SOLD EXCEPT (i)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE
EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE
UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) UPON THE
DELIVERY BY THE HOLDER TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY
SATISFACTORY TO COUNSEL FOR THE COMPANY, STATING THAT AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT IS AVAILABLE.


EXERCISABLE UNTIL ON OR BEFORE MAY 9, 2017

5:00 P.M., CALIFORNIA TIME


Warrant
No. 1


11
GOOD ENERGY, INC.


          This warrant
certificate (the “Warrant Certificate”) certifies that MARIO LARACH or
registered assigns, is the registered holder (the “Holder”) of Warrants to
purchase, at any time until 5:00 P.M. California time on May 9, 2017 (the
“Expiration Date”), up to 200,000 fully-paid and non-assessable
shares, subject to adjustment in accordance with Section 6 hereof (the “Warrant
Shares”), of the common stock (the “Common Stock”), of 11 GOOD ENERGY, INC., a
Delaware corporation (the “Company”), subject to the terms and conditions set
forth herein. The warrants represented by this Warrant Certificate and any
warrants resulting from a transfer or subdivision of the warrants represented
by this Warrant Certificate shall sometimes hereinafter be referred to,
individually, as a “Warrant” and, collectively, as the “Warrants.” This Warrant
Certificate is being delivered in connection with the terms of an Employment
Agreement dated May 9, 2012. 


          1. Exercise
of Warrants. This Warrant is initially exercisable to purchase 200,000
Warrant Shares at an initial exercise price of $5.00 per share, subject to
adjustment as set forth in Section 6 hereof, payable in cash or by check to the
order of the Company, or any combination of cash or check. Upon surrender of
this Warrant Certificate with the annexed Form of Election to Purchase duly
executed, together with payment of the Exercise Price (as hereinafter defined)
for the Warrant Shares purchased, at the Company’s principal offices (presently
located at 4450 Belden Village Street N.W., Canton, Ohio 44718), the registered
holder of the Warrant Certificate shall be entitled to receive a certificate or
certificates for the Warrant Shares so purchased. The purchase rights
represented by this Warrant Certificate are exercisable at the option of the
Holder hereof, in whole or in part (but not as to fractional shares). In the
case of the purchase of less than all the Warrant Shares purchasable under this
Warrant Certificate, the Company shall cancel this Warrant Certificate upon its
surrender and shall execute and deliver a


1





 new Warrant Certificate of like
tenor for the balance of the Warrant Shares purchasable hereunder.


          1A.
Net Issuance. In the event the Company’s Common Stock is trading in the
Over-the-Counter Market or on an exchange or NASDAQ at a price above $15.00 per
share for ten consecutive trading days, then the holder of this Warrant may
utilize the provisions provided for under Paragraph 1A to exercise this
Warrant. In addition to exercise of this Warrant as provided in Section 1
above, the Holder may satisfy its obligation to pay the Exercise Price through
a “cashless exercise,” in which event the Company shall issue to the Holder the
number of Warrant Shares determined as follows:


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 X = Y
 [(A-B)/A]

 
	
  

 	
 where:

 	
  

 
	
  

 	
  

 	
 X = the
 number of Warrant Shares to be issued to the Holder pursuant to the cashless
 exercise.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Y = the
 number of Warrant Shares with respect to which this Warrant is being
 exercised (at the time of such calculation).

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A = the fair
 market value of one share of the Company’s Common Stock.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 B = the
 Exercise Price (as adjusted to the date of such calculation).

 


          For
purposes of this Section 1A, the fair market value of one share of the
Company’s Common Stock shall be determined as follows:


          (a) If the
Company’s Common Stock, at the time of exercise pursuant to this Section 1A, is
listed on (a) a national securities exchange, the fair market value per share
shall be the average closing price over the five (5) trading days prior to the
date of determination of fair market value according to the closing prices
published in The Wall Street Journal with respect to such period or (b) the OTC
Bulletin Board, the fair market value per share shall be the average of the
closing bid and asked prices quoted in the Over-The-Counter Market Summary over
the five (5) trading days prior to the date of determination of fair market
value.


          (b)
Otherwise, the fair market value of one share of the Company’s Common Stock
shall be determined by the Company’s Board of Directors in good faith.


          For
purposes of Rule 144 promulgated under the Act (as defined herein), it is
intended, understood and acknowledged that the Warrant Shares issued in a
cashless exercise transaction shall be deemed to have been acquired by the
Holder, and the holding period for the Warrant Shares shall be deemed to have
commenced, on the date this Warrant was originally issued.


2





          This
Warrant shall be deemed to have been exercised immediately prior to the close
of business on the date of its surrender for exercise as provided above, and
the person entitled to receive the Warrant Shares issuable upon such exercise
shall be treated for all purposes as the holder of record of such securities as
of the close of business on such date. As promptly as practicable on or after
such date and in any event within five (5) business days after such date, the
Company at its expense shall issue and deliver, to the person or persons
entitled to receive them, certificates and/or instruments representing the
Warrant Shares as to which the Holder has so exercised this Warrant in the name
of the Holder or its designee. In the event that this Warrant is exercised in
part, the Company at its expense will execute and deliver a new Warrant of like
tenor exercisable for the number of Warrant Shares for which this Warrant has
not been exercised.


          The Company
hereby represents and warrants that the Warrant Shares issuable upon the
exercise of this Warrant, when issued, sold and delivered, will be duly and
validly authorized and issued, fully paid and non-assessable and free from all
taxes, liens and charges in respect of the issuance thereof (other than liens
or charges created by or imposed upon the recipient of the Warrant Shares).


          2. Issuance
of Certificates. Upon the exercise of the Warrants, the issuance of
certificates for the Warrant Shares purchased pursuant to such exercise shall
be made forthwith without charge to the Holder thereof including, without limitation,
any tax which may be payable in respect of the issuance thereof, and such
certificates shall (subject to the provisions of Section 3 hereof) be issued in
the name of, or in such names as may be directed by, the Holder thereof;
provided, however, that the Company shall not be required to pay any tax which
may be payable in respect of any transfer involved in the issuance and delivery
of any such certificates in a name other than that of the Holder and the
Company shall not be required to issue or deliver such certificates unless or
until the person or persons requesting the issuance thereof shall have paid to
the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.


          The Warrant
Certificates and, upon exercise of the Warrants, the certificates representing
the Warrant Shares shall be executed on behalf of the Company by the manual or
facsimile signature of those officers required to sign such certificates under
applicable law.


          This
Warrant Certificate and, upon exercise of the Warrants, in part or in whole,
certificates representing the Warrant Shares shall bear a legend substantially
similar to the following:


	
  

 	
  

 	
  

 
	
  

 	
 The securities represented by this certificate have not been
 registered under the Securities Act of 1933, as amended (“Act”), and may not
 be offered or sold except (i) pursuant to an effective registration statement
 under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the
 Act (or any similar rule under such Act relating to the disposition of
 securities), or (iii) upon the delivery by the holder to the Company of an
 opinion of counsel, reasonably satisfactory to counsel to the issuer, stating
 that an exemption from registration under such Act is available.

 	
  

 


3





          3. Restriction
on Transfer of Warrants and Warrant Shares. The Holder of this Warrant
Certificate, by its acceptance thereof, represents and warrants to, and
covenants and agrees with the Company that the Warrants and the Warrant Shares
issuable upon exercise of the Warrants are being acquired for the Holder’s own
account as an investment and not with a view to the resale or distribution
thereof and understands that the Warrants and the Warrant Shares are not
registered under the Act or any state securities or blue sky laws and,
therefore, may not be transferred unless such securities are either registered
under the Act and any applicable state securities law or an exemption from such
registration is available. The Holder of this Warrant Certificate acknowledges
that the Holder has been provided with an opportunity to ask questions of
representatives of the Company concerning the Company and that all such
questions were answered to the satisfaction of the Holder. In connection with
any purchase of Warrant Shares the Holder agrees to execute any documents which
may be reasonably required by counsel to the Company to comply with the
provisions of the Act and applicable state securities laws. 


          4. Redemption
Rights of Warrants. [Left blank intentionally.]


          5. Exercise
Price


          (a) Initial
and Adjusted Exercise Price. The initial exercise price of each Warrant
shall be $5.00
per Warrant Share. The adjusted exercise price shall be the price which shall
result from time to time from any and all adjustments of the initial exercise
price in accordance with the provisions of Section 6 hereof.


          (b) Exercise
Price. The term “Exercise Price” herein shall mean the initial exercise
price or the adjusted exercise price, depending upon the context.


          6. Adjustments
of Exercise Price and Number of Warrant Shares. 


                    6.1
Dividends and Distributions. In case the Company shall at any time after
the date hereof pay a dividend in shares of Common Stock or make a distribution
in shares of Common Stock, then upon such dividend or distribution, the
Exercise Price in effect immediately prior to such dividend or distribution
shall be reduced to a price determined by dividing an amount equal to the total
number of shares of Common Stock outstanding immediately prior to such dividend
or distribution multiplied by the Exercise Price in effect immediately prior to
such dividend or distribution, by the total number of shares of Common Stock
outstanding immediately after such dividend or distribution. For purposes of
any computation to be made in accordance with the provisions of this Section
6.1, the Common Stock issuable by way of dividend or distribution shall be
deemed to have been issued immediately after the opening of business on the
date following the date fixed for determination of shareholders entitled to
receive such dividend or distribution.


4





                    6.2
Subdivision and Combination. In case the Company shall at any time
subdivide or combine the outstanding Common Stock, the Exercise Price shall
forthwith be proportionately decreased in the case of subdivision or increased
in the case of combination.


                    6.3
Adjustment in Number of Warrant Shares. Upon each adjustment of the
Exercise Price pursuant to the provisions of this Section 6, the number of
Warrant Shares issuable upon the exercise of each Warrant shall be adjusted to
the nearest full share of Common Stock by multiplying a number equal to the
Exercise Price in effect immediately prior to such adjustment by the number of
Warrant Shares issuable upon exercise of the Warrants immediately prior to such
adjustment and dividing the product so obtained by the adjusted Exercise Price.


                    6.4
Reclassification and Consolidations. In case of any reclassification or
change of the outstanding shares of Common Stock (other than a change in par
value, or from par value to no par value, or as a result of a subdivision or
combination), or in the case of any consolidation of the Company with, or
merger of the Company into, another corporation (other than a consolidation or
merger in which the Company is the surviving corporation and which does not
result in any reclassification or change of the outstanding shares of Common
Stock, except a change as a result of a subdivision or combination of such
shares or a change in nominal value, as aforesaid), or in the case of a sale or
conveyance to another corporation of the property of the Company as an
entirety, the Holder shall thereafter have the right to purchase the kind and
number of shares of stock and other securities and property receivable upon
such reclassification, change, consolidation, merger, sale or conveyance as if
the Holder were the owner of the Warrant Shares issuable upon exercise of the
Warrants immediately prior to any such events at a price equal to the product
of (x) the number of Warrant Shares issuable upon exercise of the Warrants and
(y) the Exercise Price in effect immediately prior to the record date for such
reclassification, change, consolidation, merger, sale or conveyance as if such
Holder had exercised the Warrants.


                    6.5
Determination of Outstanding Shares. The number of shares of Common
Stock at any one time outstanding shall include the aggregate number of shares
issued or issuable upon the exercise of outstanding options, rights, warrants
and upon the conversion or exchange of outstanding convertible or exchangeable
securities.


                    6.6
Notice of Adjustment. Whenever the Exercise Price or the number of
Warrant Shares shall be adjusted pursuant to this Section 6, the Company
provide written notice to the Holder, with reasonable detail of the event
requiring the adjustment, the amount of the adjustment, the method by which
such adjustment was calculated, and the Exercise Price and the number of
Warrant Shares after giving effect to such adjustment.


          7. Exchange
and Replacement of Warrant Certificates. This Warrant Certificate is
exchangeable without expense, upon the surrender hereof by the registered
Holder at the principal executive office of the Company, for a new Warrant
Certificate of like tenor and date representing in the aggregate the right to
purchase the same number of Warrant Shares in such denominations as shall be
designated by the Holder thereof at the time of such surrender.


5





          Upon
receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant Certificate, and, in case of
loss, theft or destruction, of indemnity or security reasonably satisfactory to
it, and reimbursement to the Company of all reasonable expenses incidental
thereto, and upon surrender and cancellation of the Warrants, if mutilated, the
Company will make and deliver a new Warrant of like tenor, in lieu thereof.


          8. Elimination
of Fractional Interests. The Company shall not be required to issue
certificates representing fractions of shares of Common Stock and shall not be
required to issue scrip or pay cash in lieu of fractional interests, it being
the intent of the parties that all fractional interests shall be eliminated by
rounding any fraction up to the nearest whole number of shares of Common Stock.


          9. Reservation
of Shares. The Company covenants and agrees that it will at all times
reserve and keep available out of its authorized share capital, solely for the
purpose of issuance upon the exercise of the Warrants, such number of shares of
Common Stock as shall be equal to the number of Warrant Shares issuable upon
the exercise of the Warrants, for issuance upon such exercise, and that, upon
exercise of the Warrants and payment of the Exercise Price therefor, all
Warrant Shares issuable upon such exercise shall be duly and validly issued,
fully paid, non-assessable and not subject to the preemptive rights of any
shareholder.


          10. Notices
to Warrant Holders. Nothing contained in this Warrant shall be construed as
conferring upon the Holder or Holders the right to vote or to consent or to
receive notice as a stockholder in respect of any meetings of stockholders for
the election of directors or any other matter, or as having any rights
whatsoever as a shareholder of the Company. If, however, at any time prior to
the expiration of the Warrants and their exercise, any of the following events
shall occur:


          (a) the
Company shall take a record of the holders of its Common Stock for the purpose
of entitling them to receive a dividend or distribution payable otherwise than in
cash, or a cash dividend or distribution payable otherwise then out of current
or retained earnings, as indicated by the accounting treatment of such dividend
or distribution on the books of the Company; or


          (b) the
Company shall offer to all the holders of its Common Stock any additional
shares of Common Stock or other shares of capital stock of the Company or
securities convertible into or exchangeable for shares of Common Stock or other
shares of capital stock of the Company, or any option, right or warrant to
subscribe therefor;


          (c) a
dissolution, liquidation or winding up of the Company (other than in connection
with a consolidation or merger) or a sale of all or substantially all of its
property, assets and business as an entirety shall be proposed; or


          (d) the
Company or an affiliate of the Company shall propose to issue any rights to
subscribe for shares of Common Stock or any other securities of the Company or
of such affiliate to all the stockholders of the Company;


6





then, in any one or more of said events, the Company shall give written
notice of such event at least twenty (20) days prior to the date fixed as a
record date or the date of closing the transfer books for the determination of
the stockholders entitled to such dividend, distribution, convertible or
exchangeable securities or subscription rights, options or warrants, or
entitled to vote on such proposed dissolution, liquidation, winding up or sale.
Such notice shall specify such record date or the date of closing the transfer
books, as the case may be. Failure to give such notice or any defect therein
shall not affect the validity of any action taken in connection with the
declaration or payment of any such dividend or distribution, or the issuance of
any convertible or exchangeable securities or subscription rights, options or
warrants, or any proposed dissolution, liquidation, winding up or sale.


          11. Notices.
All notices, requests, consents and other communications hereunder shall be in
writing and shall be deemed to have been duly made when delivered, or mailed by
registered or certified mail, return receipt requested:


          (a) If to a
registered Holder of the Warrants, to the address of such Holder as shown on
the books of the Company; or


          (b) If to
the Company, to the address set forth in Section 1 of this Warrant or to such
other address as the Company may designate by notice to the Holders.


          12. Successors.
All the covenants and provisions of this Warrant by or for the benefit of the
Company and the Holders inure to the benefit of their respective successors and
assigns hereunder.


          13. Governing
Law. 


                    13.1
Choice of Law. This Warrant shall be deemed to have been made and
delivered in the State of Delaware and shall be governed as to validity,
interpretation, construction, effect and in all other respects by the internal
laws of the State of Delaware.


                    13.2
Jurisdiction and Service of Process. The Company and the Holder each (a)
agrees that any legal suit, action or proceeding arising out of or relating to
this Warrant Certificate shall be instituted exclusively in the Supreme Court
of California or in the United States District Court for the Southern District
of California, (b) waives any objection which the Company or such Holder may
have now or hereafter based upon forum non conveniens or to the venue of
any such suit, action or proceeding, and (c) irrevocably consents to the
jurisdiction of the Supreme Court of California, or the United States District
Court for the Southern District of California in any such suit, action or
proceeding. The Company and the Holder each further agrees (a) to accept and
acknowledge service of any and all process which may be served in any such suit,
action or proceeding in the Supreme Court of California or in the United States
District Court for the Southern District of California, and (b) agrees that
service of process upon the Company or the Holder mailed by certified mail to
their respective addresses shall be deemed in every respect effective service
of process upon the Company or the Holder, as the case may be,


7





in any suit, action or proceeding. FURTHER, BOTH THE COMPANY AND HOLDER
HEREBY WAIVE TRIAL BY JURY IN ANY ACTION TO ENFORCE THE TERMS OF THIS WARRANT
CERTIFICATE AND IN CONNECTION WITH ANY DEFENSE, COUNTERCLAIM OR CROSS-CLAIM
ASSERTED IN ANY SUCH ACTION.


          14. No
Impairment of Rights. The Company will not, by amendment of its charter
documents or through any other means, avoid or seek to avoid the observance or
performance of any of the terms of this Warrant, but will at all times in good
faith assist in the carrying out of all such terms and in the taking of all
such action as may be necessary or appropriate in order to protect the rights
of the holder of this Warrant against impairment. 


IN WITNESS
WHEREOF, the Company has caused this Warrant to be duly executed, as of the 9th
day of May, 2012.


	
  

 	
  

 	
  

 
	
  

 	
 11 GOOD
 ENERGY, INC.

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Gary R.
 Smith, Chief Operating Officer

 
	
  

 	
  

 
	
 (Corporate
 Seal)

 	
  

 


8





[FORM OF ELECTION TO PURCHASE]


                    (1) The
undersigned hereby elects to purchase ________ Warrant Shares of the Company
pursuant to the terms of the attached Warrant (only if exercised in full), and
tenders herewith payment of the exercise price in full, together with all
applicable transfer taxes, if any.


                    (2) Payment
shall take the form of (check applicable box):


	
  

 	
  

 
	
  

 	
 [ ] in lawful money of the United States; or

 
	
  

 	
  

 
	
  

 	
 [ ] the cancellation of such number of Warrant Shares as is
 necessary, in accordance with the formula set forth in subsection 1A, to
 exercise this Warrant with respect to the maximum number of Warrant Shares
 purchasable pursuant to the cashless exercise procedure set forth in
 subsection 1A.

 


                    (3) Please
issue a certificate or certificates representing said Warrant Shares in the
name of the undersigned or in such other name as is specified below:


                    ___________________________________________,
whose address is ________________________________________________________, and that such
certificate be delivered to ___________________, whose address is
____________________ ______________________________.


	
  

 	
  

 	
  

 	
  

 
	
 Dated: 

 	
  

 	
 Signature: 

 	
  

 
	
  

 	
 

 	
  

 	

 


 
	 	
  

 	
  

 	
 (Signature must conform in
 all respects to
 name of holder as specified on the
 face of 
 the Warrant Certificate.)

 





	
  

 
	

 


 
	
  

 
	

 


 
	
 (Insert Social Security or Other

 
	
 Identifying Number of Holder)

 


9





ASSIGNMENT FORM


The undersigned, being the true and lawful owner of Holder Warrants to
purchase shares of Common Stock of 11 Good Energy, Inc. hereby assigns and
transfers unto:


	
  

 	
  

 	
  

 	
  

 
	
 Name: 

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 (Please
 typewrite or print in block letters)

 	
  

 
	
  

 	
  

 	
  

 
	
 Address: 

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Social
 Security Number/ Federal ID:  

 	
  

 
	
  

 	
  

 	

 


 


the right to purchase Common Stock of _____________ represented by this
Warrant to the extent of _______________ shares of Common Stock as to which such right is
exercisable and does hereby irrevocably constitute and appoint
_____________________________________________ Attorney, to transfer the same
on the books of 11 Good Energy, Inc. with full power of substitution in the
premises.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Dated:

 	
  

 	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
 Name of
 Registered Holder

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
 Signature

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
 Signature,
 if held jointly

 	
  

 


10








Exhibit 3


Degree of execution of the items below is
highly dependent on the availability and amount of operating capital.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Build an Executive Team

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 a.

 	
 Identify Team Member Candidates

 
	
  

 	
  

 	
  

 	
 b.

 	
 Engage Team Members as Consultants

 
	
  

 	
  

 	
  

 	
 c.

 	
 Transition Team Members as Full-Time-Employees

 
	
  

 	
  

 	
  

 	
 d.

 	
 Establish individual and company performance metrics (in tactical
 execution plan)

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Restart Production at the Magnolia Facility

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 a.

 	
 Increase Sales and Market Traction for G2

 
	
  

 	
  

 	
  

 	
 b.

 	
 Increase Sales and Market Traction for Crude Glycerin

 
	
  

 	
  

 	
  

 	
 c.

 	
 Improve operational efficiencies

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Support Fund Raise

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 a.

 	
 Review and Edit Company Materials

 
	
  

 	
  

 	
  

 	
 b.

 	
 Review and Edit or Create, as the case may be, a 3 year strategy plan

 
	
  

 	
  

 	
  

 	
 c.

 	
 Review and Edit or Create, as the case may be, a 1-year tactical
 execution plan with technical, strategic, and financial milestones, and
 including individual and company performance metrics

 
	
  

 	
  

 	
  

 	
 d.

 	
 Build company awareness through PR and Investor Road shows

 
	
  

 	
  

 	
  

 	
 e.

 	
 Advance potential investor discussions, potential joint-venture
 discussion, potential strategic customer discussions.

 
	
  

 	
  

 	
  

 	
 f.

 	
 Assist in securing interim and/or long-term funding to execute on the
 strategic and tactical plans

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Improve Shareholder Value

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 a.

 	
 Reposition the organization

 
	
  

 	
  

 	
  

 	
 b.

 	
 Review and Oversee current litigation

 
	
  

 	
  

 	
  

 	
 c.

 	
 Establish corporate oversight and policies to minimize additional
 legal issues

 
	
  

 	
  

 	
  

 	
 d.

 	
 Establish financial oversight to improve financial picture with the
 objective of becoming (a) operationally sufficient (b) a profitable and
 growing entity, and (c) improving shareholder value