Unassociated Document


    
      	
              NUMBER

               

              U-__________

               

            	 	 	 	
              UNITS

               

            
	
              SEE
                REVERSE FOR 
CERTAIN DEFINITIONS

            	
              GREEN
                ENERGY ACQUISITION CORPORATION

               

            	 


    

     

    CUSIP
      [___]

    


    UNITS
      CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE
      OF
      COMMON STOCK

    


    THIS
      CERTIFIES THAT
      _______________________________________________________________________________________________

    


    is
      the
      owner of
      __________________________________________________________________________________________________
      Units.

    


    Each
      Unit
      (“Unit”)
      consists of one (1) share of common stock, par value $.0001 per share
      (“Common
      Stock”),
      of
      Green Energy Acquisition Corporation, a Delaware corporation (the “Corporation”),
      and
      one warrant (the “Warrant”).
      Each
      Warrant entitles the holder to purchase one (1) share of Common Stock for $7.50
      per share (subject to adjustment). The Common Stock and Warrants comprising
      the
      Units represented by this certificate shall commence separate trading on the
      90th
      day
      after the effective date of the initial public offering prospectus (the
“Effective
      Date”)
      or
      earlier if the representative of the underwriter so decides; provided, that,
      in
      no event may the Common Stock and Warrants be traded separately until the
      Corporation has filed a Current Report on Form 8-K which includes an audited
      balance sheet reflecting its receipt of the proceeds of its initial public
      offering of securities, including any proceeds received from the exercise by
      the
      underwriter of its over-allotment option if so exercised prior to the
      Corporation’s filing of such Current Report on Form 8-K. The terms of the
      Warrants are governed by a Warrant Agreement, dated as of [_______],
      2008,
      between the Corporation and Continental Stock Transfer & Trust Company, as
      Warrant Agent, and are subject to the terms and provisions contained therein,
      all of which terms and provisions the holder of this certificate consents to
      by
      acceptance hereof. Copies of the Warrant Agreement are on file at the office
      of
      the Warrant Agent at 17 Battery Place, New York, New York 10004, and are
      available to any Warrant holder on written request and without cost.


    


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

    


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

    


    
      	
               

               

              By:__________________________________

              Wayne
                L. Rogers, CHAIRMAN

            	
              GREEN
                ENERGY ACQUISITION CORPORATION

              CORPORATE

              THE
                STATE OF DELAWARE

              SEAL

              2007

            	
               

               

              By:__________________________________

              Wayne
                L. Rogers, SECRETARY

            


    

    


    CONTINENTAL
      STOCK & TRANSFER COMPANY,

    as
      transfer agent and registrar

    


    By:______________________________________

    Steven
      Nelson, Chairman

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    GREEN
      ENERGY ACQUISITION CORPORATION

     

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

     

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

     

    TEN
      COM
      - as
      tenants in common   UNIF
      GIFT
      MIN ACT - ____________ Custodian ____________

    TEN
      ENT -
 as
      tenants by the entireties                     
      (Cust)                             
 
      (Minor)

    JT
      TEN -
 as
      joint
      tenants with right of survivorship under
      Uniform Gifts to Minors Act of ______________________

    and
      not
      as tenants in common         
(State)

     

    


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

     

     

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

    


    PLEASE
      INSERT SOCIAL SECURITY OR OTHER

    IDENTIFYING
      NUMBER OF ASSIGNEE

    
       

      _____________________________


    

     

    


     

      
        

      

    

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

     

    
      
        

      

       

      
        

      

    

     

    ______________________________________________________________________________________________________________ Units

    


    represented
      by the within Certificate, and do hereby irrevocably constitute and
      appoint

     

    ______________________________________________________________________________________________________________ Attorney

    to
      transfer the said Units on the books of the within named Corporation with full
      power of substitution in the premises.

    


    Dated
      _______________    

    


                                                               
____________________________________________________________________

    
      	 	
              Notice:

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

            


    

    
      	 	 	
               

            


    

    


    Signature(s)
      Guaranteed:

    


    ____________________________________________________________________________

    THE
      SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
      INSTITUTION

    (BANKS,
      STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH

    MEMBERSHIP
      IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,

    PURSUANT
      TO S.E.C. RULE 17Ad-15).