Unassociated Document


    STOCK
      ESCROW AGREEMENT 


    


    This
      STOCK
      ESCROW AGREEMENT
      (this
“Agreement”) is made as of _________________, 2008, by and among Renewable
      Energy Acquisition Corp. (the “Company”),
      a
      Nevada corporation, the undersigned parties listed under Investors on the
      signature page hereto (each, an “Initial
      Stockholder”
      and
      collectively, the “Initial
      Stockholders”)
      and
      Interwest Transfer Company, Inc. (the “Escrow
      Agent”),
      a
      Utah corporation. 

    


    WHEREAS,
      the
      Company has entered into an Underwriting Agreement, dated ________________,
      2008
      (“Underwriting
      Agreement”),
      with
      Crusader Securities, Inc., acting as the underwriter (the “Underwriter”),
      pursuant to which, among other matters, the Underwriter has agreed to offer
      on a
      best efforts basis 2,000,000 units (“Units”)
      of the
      Company. Each Unit consists of one share of the Company’s common stock, par
      value $0.001 per share (“Common
      Stock”),
      and two
      warrants (“Warrant”),
      each
      Warrant to purchase one share of Common Stock, all as more fully described
      in
      the Company’s final Prospectus, dated ________________, 2008 (“Prospectus”)
      comprising part of the Company’s Registration Statement on Form SB-2 (File No.
      333-____________) under the Securities Act of 1933, as amended (“Registration
      Statement”),
      declared effective on _________________, 2008 (“Effective
      Date”);
      and


    


    WHEREAS,
      the
      Initial Stockholders have agreed as a condition of the sale of the Units to
      deposit their shares of Common Stock of the Company, as set forth opposite
      their
      respective names in Exhibit A attached hereto (collectively “Escrow
      Shares”),
      in
      escrow as hereinafter provided; and 

    


    WHEREAS,
      the
      Company and the Initial Stockholders desire that the Escrow Agent accept the
      Escrow Shares, in escrow, to be held and disbursed as hereinafter provided;
      and


    


    NOW,
      THEREFORE,
      in
      consideration of the mutual agreements herein contained, the parties hereto
      agree as follows: 

    


    1. Appointment
      of Escrow Agent.
      The
      Company and the Initial Stockholders hereby appoint the Escrow Agent to act
      in
      accordance with and subject to the terms of this Agreement and the Escrow Agent
      hereby accepts such appointment and agrees to act in accordance with and subject
      to such terms. 

    


    2. Deposit
      of Escrow Shares.
      On or
      before the Effective Date, each of the Initial Stockholders shall deliver to
      the
      Escrow Agent certificates (duly endorsed or with stock powers attached, in
      either case Medallion guaranteed) representing his, her or its respective Escrow
      Shares to be held and disbursed subject to the terms and conditions of this
      Agreement. Each Initial Stockholder acknowledges that the certificate
      representing his, her or its Escrow Shares is legended to reflect the deposit
      of
      such Escrow Shares under this Agreement. 

    


    3. Disbursement
      of the Escrow Shares.
      

    


    3.1 Each
      of
      the Initial Stockholders has agreed, and does agree, with the Company that,
      if
      less than 2,000,000 Units are sold under the Prospectus, each will surrender
      to
      the Company for cancellation, without consideration, that number of shares
      of
      Common Stock equal to the product of the number of the Initial Stockholder’s
      Escrow Shares held by the Escrow Agent by a fraction, the numerator of which
      is
      the number of Units sold in the offering under the Prospectus and the
      denominator of which is 2,000,000. For example, if the number of Escrow Shares
      for an Initial Stockholder is 125,000 and 1,000,000 Units are sold in the
      offering, the Initial Stockholder will surrender to the Company for cancellation
      62,500 shares of Common Stock [125,000x(1,000,000/2,000,000)] and the remaining
      62,500 shares of Common Stock owned by the Initial Stockholder will remain
      in
      escrow with the Escrow Agent. Within two business days following the final
      closing of the offering of Units described in the Prospectus and provided less
      than 2,000,000 Units are sold in the offering, the Company will send a written
      notice to the Escrow Agent in the form attached hereto as Exhibit A (the
“Cancellation
      Notice”),
      which
      states the number of Units sold in the offering and the number of Escrow Shares
      of each Initial Stockholder to be returned to the Company and cancelled pursuant
      to this Section 3.1. Each of the Initial Stockholders ratifies and approves
      any
      Cancellation Notice given by the Company to the Escrow Agent and authorizes
      and
      directs the Escrow Agent to act in reliance on the Cancellation Notice signed
      solely by an officer of the Company and deliver the number of Escrowed Shares
      to
      be cancelled pursuant to such Cancellation Notice to the Company/, and further
      authorizes and directs the Escrow Agent, acting in its capacity as transfer
      agent of the Company, to cancel the shares of Common Stock so surrendered on
      the
      books and records of the Company. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.2 The
      Escrow Agent shall release from escrow the Escrow Shares remaining in escrow
      after any cancellation contemplated by Section 3.1 to the Initial Stockholders
      on the earlier of (i) the date the Company consummates a merger, stock exchange,
      asset acquisition or other similar business combination (“Business
      Combination”)
      (as
      described more fully in the Company’s Registration Statement), (ii) the
      liquidation of the Company, and (iii) the date that is three years following
      the
      date of the Prospectus. The Escrow Agent shall have no further duties hereunder
      after the final disbursement of the Escrow Shares in accordance with this
      Section 3.2. 

    


    4. Rights
      of Initial Stockholders in Escrow Shares.
      

    


    4.1. Voting
      Rights as a Stockholder.
      Subject
      to the terms of the Insider Letter described in Section 4.4 hereof and except
      as
      herein provided, the Initial Stockholders shall retain all of their rights
      as
      stockholders of the Company during any period in which Escrow Shares are held
      in
      escrow, including, without limitation, the right to vote such shares.


    


    4.2. Dividends
      and Other Distributions in Respect of the Escrow Shares.
      During
      any period in which Escrow Shares are held in escrow, all dividends payable
      in
      cash with respect to the Escrow Shares shall be paid to the Initial
      Stockholders, but all dividends payable in stock or other non-cash property
      (“Non-Cash
      Dividends”)
      shall
      be delivered to the Escrow Agent to hold in accordance with the terms hereof.
      As
      used herein, the term “Escrow
      Shares”
      shall be
      deemed to include the Non-Cash Dividends distributed thereon, if any.


    


    4.3. Restrictions
      on Transfer.
      In
      order to induce the Underwriter to enter into the Underwriting Agreement, the
      Initial Stockholders will not offer, sell, contract to sell, pledge or otherwise
      dispose of (or enter into any transaction which is designed to, or might
      reasonably be expected to, result in the disposition (whether by actual
      disposition or effective economic disposition due to cash settlement or
      otherwise) by the Initial Stockholders or any affiliate of the Initial
      Stockholders or any person in privity with the Initial Stockholders or any
      affiliate of the Initial Stockholders), directly or indirectly, including the
      filing (or participation in the filing) of a registration statement with the
      Securities and Exchange Commission (the “Commission”)
      in
      respect of, or establish or increase a put equivalent position or liquidate
      or
      decrease a call equivalent position within the meaning of Section 16 of the
      Securities Exchange Act of 1934, as amended, and the rules and regulations
      of
      the Commission promulgated thereunder with respect to, any Escrow Shares, or
      publicly announce an intention to effect any such transaction, during the period
      in which such Escrow Shares are held in escrow, provided that the foregoing
      sentence shall not apply to (a) any Escrow Shares disposed of as bona fide
      gifts, (b) any gifting of Escrow Shares to family members or family trusts,
      (c)
      any transfer for estate planning purposes of Escrow Shares to persons
      immediately related to such transferor by blood, marriage or adoption, or any
      trust solely for the benefit of such transferor and/or the persons described
      in
      the preceding clause, or (d) the exercise of an option granted by one or more
      of
      the Initial Stockholders to a third party prior to the date hereof; provided,
      however, that with respect to each of the transfers described in clauses (a),
      (b), (c) and (d) of this sentence, prior to such transfer, the transferee of
      such transfer, or the trustee or legal guardian on behalf of any transferee,
      agrees in writing to be bound by the terms of this Agreement and of the
      corresponding Insider Letter signed by the Initial Stockholder transferring
      such
      Escrow Shares. During the period in which Escrow Shares are held in escrow,
      the
      Initial Stockholders shall not pledge or grant a security interest in such
      Escrow Shares or grant a security interest in their rights under this Agreement.
      

    


    5. Concerning
      the Escrow Agent.
      

    


    5.1. Good
      Faith Reliance.
      The
      Escrow Agent shall not be liable for any action taken or omitted by it in good
      faith and in the exercise of its own best judgment, and may rely conclusively
      and shall be protected in acting upon any order, notice, demand, certificate,
      opinion, 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 Escrow Agent to be genuine and to be signed or
      presented by the proper person or persons. The Escrow Agent shall not be bound
      by any notice or demand, or any waiver, modification, termination or rescission
      of this Agreement unless evidenced by a writing delivered to the Escrow Agent
      signed by the proper party or parties and, if the duties or rights of the Escrow
      Agent are affected, unless it shall have given its prior written consent
      thereto. 

     

    
      
        
        

      

      
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    5.2. Indemnification.
      The
      Escrow Agent and each of its officers, directors, employees, agents, and
      attorneys shall be indemnified and held harmless by the Company from and against
      any expenses, including counsel fees and disbursements, or loss suffered by
      the
      Escrow Agent in connection with any action, suit or other proceeding involving
      any claim which in any way, directly or indirectly, arises out of or relates
      to
      this Agreement, the services of the Escrow Agent hereunder, or the Escrow Shares
      held by it hereunder, other than expenses or losses arising from the gross
      negligence or willful misconduct of the Escrow Agent. Promptly after the receipt
      by the Escrow Agent of notice of any demand or claim or the commencement of
      any
      action, suit or proceeding, the Escrow Agent shall notify the other parties
      hereto in writing. In the event of the receipt of such notice, the Escrow Agent,
      in its sole discretion, may commence an action in the nature of interpleader
      in
      an appropriate court to determine ownership or disposition of the Escrow Shares
      or it may deposit the Escrow Shares with the clerk of any appropriate court
      or
      it may retain the Escrow Shares pending receipt of a final, non-appealable
      order
      of a court having jurisdiction over all of the parties hereto directing to
      whom
      and under what circumstances the Escrow Shares are to be disbursed and
      delivered. The provisions of this Section 5.2 shall survive in the event the
      Escrow Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below.
      

    


    5.3. Compensation.
      The
      Escrow Agent shall be entitled to reasonable compensation from the Company
      for
      all services rendered by it hereunder. The Escrow Agent shall also be entitled
      to reimbursement from the Company for all expenses paid or incurred by it in
      the
      administration of its duties hereunder including, but not limited to, all
      counsel, advisors’ and agents’ fees and disbursements and all taxes or other
      governmental charges. 

    


    5.4. Further
      Assurances.
      From
      time to time on and after the date hereof, the Company and the Initial
      Stockholders shall deliver or cause to be delivered to the Escrow Agent such
      further documents and instruments and shall do or cause to be done such further
      acts as the Escrow Agent shall reasonably request to carry out more effectively
      the provisions and purposes of this Agreement, to evidence compliance herewith
      or to assure itself that it is protected in acting hereunder. 

    


    5.5. Resignation.
      The
      Escrow Agent may resign at any time and be discharged from its duties as escrow
      agent hereunder by its giving the other parties hereto written notice and such
      resignation shall become effective as hereinafter provided. Such resignation
      shall become effective at such time that the Escrow Agent shall turn over to
      a
      successor escrow agent appointed by the Company, the Escrow Shares held
      hereunder. If no new escrow agent is so appointed within the 30 day period
      following the giving of such notice of resignation, the Escrow Agent may deposit
      the Escrow Shares with any appropriate court it reasonably deems appropriate.
      

    


    5.6. Discharge
      of Escrow Agent.
      The
      Escrow Agent shall resign and be discharged from its duties as escrow agent
      hereunder if so requested in writing at any time by the Company and a majority
      of the Initial Stockholders, jointly; provided, however, that such resignation
      shall become effective only upon acceptance of appointment by a successor escrow
      agent as provided in Section 5.5. 

    


    5.7. Other
      Matters.
      The
      parties hereto agree that the duties and obligations of the Escrow Agent are
      only such as are herein specifically provided and no other. The Escrow Agent’s
      duties are as a depositary only, and the Escrow Agent shall incur no liability
      whatsoever, except as a direct result of its own gross negligence or willful
      misconduct. The Escrow Agent may consult with counsel of its choice, and shall
      not be liable for any action taken, suffered or omitted by it in accordance
      with
      the advice of such counsel. In the event that the Escrow Agent shall be
      uncertain as to its duties or rights hereunder or shall receive instructions,
      claims or demands which, in its opinion, are in conflict with any of the
      provisions of this Agreement, it shall be entitled to refrain from taking any
      action, other than to keep safely, the Escrow Securities until it shall jointly
      be directed otherwise in writing by the Initial Stockholders and the Company
      or
      by a final judgment of a court of competent jurisdiction. The Escrow Agent
      shall
      not be required to institute legal proceedings of any kind and shall not be
      required to defend any legal proceedings which may be instituted against it
      or
      in respect of the Escrow Securities. The Escrow Agent may consult with counsel
      of its choice, and shall not be liable for any action taken, suffered or omitted
      by it in accordance with the advice of such counsel.

    


    6. Miscellaneous.
      

     

    
      
        
        

      

      
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    6.1. Governing
      Law.
      The
      validity, interpretation, and performance of this Agreement shall be governed
      in
      all respects by the laws of the State of Utah, without giving effect to any
      choice or conflict of law, provision or rule (whether of the State of Utah
      or
      any other jurisdiction that would cause the application of the laws of any
      jurisdiction other than the State of Utah). The Company hereby agrees that
      any
      action, proceeding or claim against it arising out of or relating in any way
      to
      this Agreement shall be brought and enforced in the courts of the State of
      Utah
      or the United States District Court for the District of Utah, and irrevocably
      submits to such jurisdiction, which jurisdiction shall be exclusive. The Company
      and each of the Initial Stockholders hereby waives any objection to such
      exclusive jurisdiction and that such courts represent an inconvenience forum.
      Any such process or summons to be served upon the Company may be served by
      transmitting a copy thereof by registered or certified mail, return receipt
      requested, postage prepaid, addressed to it at the address set forth in Section
      6.6 hereof. Such mailing shall be deemed personal service and shall be legal
      and
      binding upon the Company in any action, proceeding or claim. 

    


    6.2. Third
      Party Beneficiaries.
      Each of
      the Initial Stockholders hereby acknowledges that the Underwriter is a third
      party beneficiary of this Agreement and this Agreement may not be modified
      or
      changed without the prior written consent of the Underwriter. 

    


    6.3. Entire
      Agreement.
      The
      Escrow Agent shall not be bound in any way by the terms of any other agreement
      to which the Initial Stockholders and the Company are parties, whether or not
      it
      has knowledge thereof, and the Escrow Agent shall not in any way be required
      to
      determine whether or not any other agreement has been complied with by the
      Initial Stockholders or the Company, or any other party thereto. This
      Agreement contains the entire agreement of the parties hereto with respect
      to
      the subject matter hereof and, except as expressly provided herein, may not
      be
      changed or modified except by an instrument in writing signed by all the parties
      hereto. 

    


    6.4. Headings.
      The
      headings contained in this Agreement are for reference purposes only and shall
      not affect in any way the meaning or interpretation thereof. 

    


    6.5. Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of the respective
      parties hereto and their legal representatives, successors and assigns.


    


    6.6. Notices.
      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
      Escrow Agent, to: 

    


    Interwest
      Transfer Company. Inc.

    1981
      East
      4800 South, Suite 100

    P.O.
      Box
      17136

    Holladay,
      UT 84117

    Fax:
      (801) 277-3147

    


    If
      to the
      Company, to: 

    


    Renewable
      Energy Acquisition Corp.

    7078
      East
      Fish Lake Road, Suite 800

    Minneapolis,
      Minnesota 55311

    Fax:
      (952) 546-2529

     

    In
      either
      case with a copy to: 

    


    Crusader
      Securities, Inc.

    230
      Park
      Avenue, Suite 1000

    New
      York,
      NY 10169

    Fax:
      ________________

        

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    The
      parties may change the persons and addresses to which the notices or other
      communications are to be sent by giving written notice to any such change in
      the
      manner provided herein for giving notice. 

    


    6.7. Liquidation
      of Company.
      The
      Company shall give the Escrow Agent written notification of the liquidation
      and
      dissolution of the Company in the event that the Company fails to consummate
      a
      Business Combination within the time period(s) specified in the Prospectus.
      

    


    [signature
      page follows] 

    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF,
      the
      parties have duly executed this Stock Escrow Agreement as of the date first
      written above. 

    
      	 	 	 
	
              INTERWEST
                TRANSFER COMPANY, INC.

            
	 	 
	 	 
	
              By:

            	
               

            	
               

              
                
                  

                

              

              Name:

            
	 	 	
              Title:

            


    

    


    
      	 	 	 
	
              RENEWABLE
                ENERGY ACQUISITION CORP.

            
	 	 
	 	 
	
              By:

            	
               

            	
               

               

              
                

              

              Name:
                Craig S. Laughlin

            
	 	 	
              Title:
                Chief Executive Officer

            
	 	 	 
	 
	
              INITIAL
                STOCKHOLDERS:

            
	 
	 
	
              

              Craig
                S. Laughlin

            
	
            
	 
	 
	
              

              Larry
                Hopfenspirger

            
	 
	 
	 
	
              

              Zenghua
                Ye

            


    

    


    
      
        
        

      

      
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    EXHIBIT
      A 

    


    CANCELLATION
      NOTICE

     

    Interwest
      Transfer Company. Inc.

    1981
      East
      4800 South, Suite 100

    P.O.
      Box
      17136

    Holladay,
      UT 84117

    


    
      	
            	Re:	
              Renewable
                Energy Acquisition Corp.

            


      	 	 	
              Cancellation
                of Certain Escrow Shares

            


      
      

    

    Ladies
      and Gentlemen:

    


    This
      Cancellation Notice is given under Section 3.1 of the Stock Escrow Agreement
      dated ____________, 2007 (the “Escrow Agreement”), by and between you as Escrow
      Agent, Renewable Energy Acquisition Corp. (the “Company”), and Craig S.
      Laughlin, Larry
      Hopfenspirger, and Zenghua
      Ye (the “Initial Stockholders”). Capitalized terms used herein and not otherwise
      defined shall have the meaning ascribed to such terms in the Escrow Agreement.
      

    


    The
      offering of Units described in the Prospectus was closed on
      __________________________, 2008. The total number of Units sold in the offering
      is __________________________.

    


    Pursuant
      to Section 3.1 of the Escrow Agreement, you are, upon receipt of this notice,
      authorized and directed by the Company and each of the Initial Stockholders
      to
      deliver to the Company and, in your capacity as transfer agent of the Company,
      cancel on the books and records of the Company the following number of Escrow
      Shares of each of the Initial Stockholders:

    

      
        	
                Craig
                  S. Laughlin

              	
                125,000x(_______________

              	
                ÷2,000,000)
                  = _______________

              	
                cancelled
                  shares

              
	 	 	 	 
	
                Larry
                  Hopfenspirger

              	
                125,000x(_______________

              	
                ÷2,000,000)
                  = _______________

              	
                cancelled
                  shares

              
	 	 	 	 
	
                Zenghua
                  Ye

              	
                125,000x(_______________

              	
                ÷2,000,000)
                  = _______________

              	
                cancelled
                  shares

              


      

    

     

    Please
      return the shares so cancelled to the status of authorized and unissued
      shares.

    


    Renewable
      Energy Acquisition Corp.

     

     

    Craig
      S.
      Laughlin, Chief Executive Officer

     

    
      
        
        

      

      
        7