THIS
      CERTIFICATE HAS BEEN ISSUED AS PART OF A UNIT CONSISTING OF THE NUMBER OF
      WARRANTS STATED HEREON AND COMMON STOCK OF THE COMPANY IN AN AMOUNT EQUAL TO
      ONE-HALF OF SUCH NUMBER REPRESENTED BY A STOCK CERTIFICATE ATTACHED HERETO.
      THE
      WARRANTS WILL NOT BE TRANSFERABLE SEPARATE FROM THE COMMON STOCK UNTIL THE
      DATE
      ON WHICH THE COMPANY FILES WITH THE SECURITIES AND EXCHANGE COMMISSION A REPORT
      ON FORM 8-K OR OTHER APPROPRIATE FORM THAT INCLUDES AN AUDITED BALANCE SHEET
      REFLECTING THE COMPANY’S RECEIPT OF THE PROCEEDS OF THE PUBLIC OFFERING UNDER
      WHICH THE WARRANTS ARE ORIGINALLY ISSUED.

    


    
      	
              NUMBER

            	
               

            	 	
               

            	
              WARRANTS

            
	 	 	 
	 	
               

            	
              THIS
                WARRANT WILL BE VOID IF NOT EXERCISED

              PRIOR
                TO

            	
               

            	
               

            
	
               

            	
               

            	
              5:00
                P.M. NEW YORK CITY TIME, , 2012

            	
               

            	
               

            


    

    


    RENEWABLE
      ENERGY ACQUISITION CORP.

    


    CUSIP
      

    


    WARRANT

    


    THIS
      CERTIFIES THAT, for value received 

    


    


    is
      the
      registered holder of a Warrant or Warrants expiring , 2012 (the “Warrant”) to
      purchase one fully paid and non-assessable share of Common Stock, par value
      $0.001 per share (“Shares”), of Renewable Energy Acquisition Corp., a Nevada
      corporation (the “Company”), for each Warrant evidenced by this Warrant
      Certificate. The Warrant entitles the holder thereof to purchase from the
      Company, commencing on the later of the Company’s completion of a merger, stock
      exchange, asset acquisition or similar business combination or , 2009, such
      number of Shares of the Company at the price of $5.00 per share, upon surrender
      of this Warrant Certificate and payment of the Warrant Price at the office
      or
      agency of the Warrant Agent, Interwest Transfer Company, Inc. (such payment
      to
      be made by check made payable to the Warrant Agent), but only subject to the
      conditions set forth herein and in the Warrant Agreement between the Company
      and
      the Warrant Agent. The Warrant Agreement provides that upon the occurrence
      of
      certain events the Warrant Price and the number of Warrant Shares purchasable
      hereunder as set forth on the face hereof may, subject to certain conditions,
      be
      adjusted. The term Warrant Price as used in this Warrant Certificate refers
      to
      the price per Share at which Shares may be purchased at the time the Warrant
      is
      exercised. 

    


    No
      fraction of a Share will be issued upon any exercise of a Warrant. If the holder
      of a Warrant would be entitled to receive a fraction of a Share upon any
      exercise of a Warrant, the Company shall, upon such exercise, round up to the
      nearest whole number the number of Shares to be issued to such holder.


    


    Upon
      any
      exercise of the Warrant for less than the total number of full Shares provided
      for herein, there shall be issued to the registered holder hereof or his, her
      or
      its assignee a new Warrant Certificate covering the number of Shares for which
      the Warrant has not been exercised. Warrant Certificates, when surrendered
      at
      the office or agency of the Warrant Agent by the registered holder hereof in
      person or by attorney duly authorized in writing, may be exchanged in the manner
      and subject to the limitations provided in the Warrant Agreement, but without
      payment of any service charge, for another Warrant Certificate or Warrant
      Certificates of like tenor and evidencing in the aggregate a like number of
      Warrants. 

    


    Upon
      due
      presentment for registration of transfer of the Warrant Certificate at the
      office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
      Certificates of like tenor and evidencing in the aggregate a like number of
      Warrants shall be issued to the transferee in exchange for this Warrant
      Certificate, subject to the limitations provided in the Warrant Agreement,
      without charge except for any applicable tax or other governmental charge.
      

    


    The
      Company and the Warrant Agent may deem and treat the registered holder as the
      absolute owner of this Warrant Certificate (notwithstanding any notation of
      ownership or other writing hereon made by anyone), for the purpose of any
      exercise hereof, of any distribution to the registered holder, and for all
      other
      purposes, and neither the Company nor the Warrant Agent shall be affected by
      any
      notice to the contrary. This Warrant does not entitle the registered holder
      to
      any of the rights of a stockholder of the Company. 

    


    The
      Company reserves the right to redeem the Warrant, at any time prior to its
      exercise, with a notice of redemption in writing to the holders of record of
      the
      Warrant, giving 30 days’ notice of such redemption notice at any time after the
      Warrant becomes exercisable if the last sale price of the Shares has been at
      least $8.50 per share on each of 20 trading days within any 30 trading day
      period ending on the third business day prior to the date on which notice of
      such redemption is given. The redemption price of the Warrants is $.01 per
      Warrant. Any Warrant either not exercised or tendered back to the Company by
      the
      end of the date specified in the notice of redemption shall be canceled on
      the
      books of the Company and have no further value except for the $.01 redemption
      price. 

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	 	 	 	 
	
               

            	
               

            	
               

            	
               

            	
              RENEWABLE
                ENERGY ACQUISITION CORP.

            
	 	 	 
	
                

            	
               

            	
               

            	
               

            	
                

            
	
              Secretary

            	
               

            	
               

            	
               

            	
              President

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SUBSCRIPTION
      FORM 

    


    To
      Be
      Executed by the Registered Holder in Order to Exercise Warrants 

    


    The
      undersigned Registered Holder irrevocably elects to exercise Warrants
      represented by this Warrant Certificate, and to purchase the shares of Common
      Stock issuable upon the exercise of such Warrants, and requests that
      Certificates for such shares shall be issued in the name of 

    


    
      	 	 	 
	
              (PLEASE
                TYPE OR PRINT NAME AND ADDRESS)

            
	 
	
              (SOCIAL
                SECURITY OR TAX IDENTIFICATION NUMBER)

            
	 	 
	
              and
                be delivered to:

            	
               

            	
               

            
	
               

              (PLEASE
                PRINT OR TYPE NAME AND ADDRESS)

            


    

    


    and,
      if
      such number of Warrants shall not be all the Warrants evidenced by this Warrant
      Certificate, that a new Warrant Certificate for the balance of such Warrants
      be
      registered in the name of, and delivered to, the Registered Holder at the
      address stated below: 

    


    
      	
               

            	
               

            	
               

            	
               

            	
               

            
	 	 	 
	
              Dated:
                 

            	
               

            	
               

            	
               

            	
                

            
	
               

            	
               

            	
               

            	
               

            	
              (SIGNATURE)

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	 	 	 
	
                

            	
               

            	
               

            	
               

            	
                

            
	
               

            	
               

            	
               

            	
               

            	
              (ADDRESS)

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	 	 	 
	
                

            	
               

            	
               

            	
               

            	
                

            
	
               

            	
               

            	
               

            	
               

            	
              (TAX
                IDENTIFICATION NUMBER)

            
	
               

            	
               

            	
               

            	
               

            	
               

            


    

    


    ASSIGNMENT

    


    To
      Be
      Executed by the Registered Holder in Order to Assign Warrants 

    


    
      	 	 	 
	
              For
                Value Received,

            	
               

            	
              hereby
                sell, assign, and transfer unto

            
	 	 	 
	
                

              (PLEASE
                TYPE OR PRINT NAME AND ADDRESS)

            
	 
	
              (SOCIAL
                SECURITY OR TAX IDENTIFICATION NUMBER)

            
	
              and
                be delivered

            	
               

            	
               

            
	
              to

            	
               

            	
               

            
	
              (PLEASE
                PRINT OR TYPE NAME AND ADDRESS)

            
	 	 	 
	
              of
                the Warrants represented by this Warrant Certificate, and hereby
                irrevocably constitute and appoint

            
	 	
               

            	
              Attorney
                to transfer this Warrant Certificate on

            
	
              the
                books of the Company, with full power of substitution in the
                premises.

            


    

    


    
      	 	 	 	 	 
	 	 	 
	
              Dated:
                 

            	
               

            	
               

            	
               

            	
                

            
	
               

            	
               

            	
               

            	
               

            	
              (SIGNATURE)

            


    

    


    THE
      SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
      NAME
      WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT
      ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED
      BY A
      COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK
      EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK
      EXCHANGE.