Unassociated Document


    FOUNDER
      WARRANT ESCROW AGREEMENT

    


    FOUNDER
      WARRANT ESCROW AGREEMENT, dated as of [___],
      2008
      (this “Agreement”),
      by
      and among Green Energy Acquisition Corporation, a Delaware corporation (the
      “Company”),
      Green
      Energy Acquisition Holdings, LLC (the “Founder”)
      and
      Continental Stock Transfer & Trust Company, a
      New
      York corporation (the
      “Escrow
      Agent”).

    


    WHEREAS,
      the Company has entered into an Underwriting Agreement, dated [___],
      2008
      (the
“Underwriting
      Agreement”),
      with
SunTrust
      Robinson Humphrey, Inc., as representative of the underwriters
      (“SunTrust”),
      pur-suant to which, among other matters, the underwriters have agreed to
      purchase units (the “Units”)
      of the
      Company. Each Unit consists of one share of the Company’s common stock, par
      value $.0001 per share (the “Common
      Stock”),
      and
      one warrant, each warrant to purchase one share of Common Stock (the
“Warrant”),
      all
      as more fully described in the Company’s final Prospectus, dated [___],
      2008
      (the
“Prospectus”)
      com-prising part of the Company’s Registration Statement on Form S-1
      (File No. 333-[___])
      under
      the Securities Act of 1933, as amended (the “Registration
      Statement”),
      declared effective on [___],
      2008
      (the
“Effective
      Date”).

    


    WHEREAS,
      the Founder has
      agreed to purchase, in a private placement that will occur immediately prior
      to
      the closing of the sale of the Units (the “Offering”),
      5,250,000 warrants (collectively, the “Founder
      Warrants”)
      at a
      purchase price of $1.00 per Founder Warrant.

    


    WHEREAS,
      the Founder has agreed, as a condition of the sale of the Units to SunTrust,
      to
      deposit the Founder Warrants in escrow as hereinafter provided. 

    


    WHEREAS,
      the Company and the Founder desire that the Escrow Agent accept the Founder
      Warrants, in escrow, to be held and disbursed as hereinafter
      provided.

    


    NOW,
      THEREFORE, in consideration of the promises and the mutual covenants,
      representations and warranties contained herein and intending to be legally
      bound hereby, the parties agree as follows:

    


    1. Appointment
      of Escrow Agent.
      The
      Company and Founder 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 Founder Warrants.
      On or
      before the Effective Date, Founder shall deliver to the Escrow Agent a
      certificate representing its Founder Warrants, to be held and disbursed subject
      to the terms and conditions of this Agree-ment. Founder acknowledges that the
      certi-ficate representing its Founder Warrants bears a legend reflecting the
      deposit of such Founder Warrants under this Agreement.

    


    3. Disbursement
      of the Founder Warrants.
      The
      Escrow Agent shall hold the Founder Warrants until the later of (a) one
      year
      after the date of the Prospectus and
      (b) 60
      days after the consummation of the Company’s initial business
      combination
      (as
      described in the Registration Statement) (the “Escrow
      Period”),
      at
      which time it shall, upon joint written instructions from the Founder and the
      Company, disburse the Founder Warrants (and any applicable instrument of
      transfer) to the Founder or its Permitted Transferees; pro-vided,
      however,
      that if
      the Escrow Agent is notified by the Company pursuant to Section 6.8 hereof
      that
      the Company is being liquidated at any time during the Escrow Period, then
      the
      Escrow Agent shall promptly destroy the certificate representing the Founder
      Warrants. The Escrow Agent shall have no further duties hereunder after the
      disbursement or destruction of all of the Founder Warrants in accordance with
      this Section 3.

    


    
      
        
        

      

      
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    4. Restrictions
      on Transfer of the Founder Warrants.
      During
      the Escrow Period, no sale, transfer or other disposition may be made of any
      or
      all of the Founder Warrants except (i)
      to
      persons or entities controlling, controlled by, or under common control with
      the
      Founder, or to any stockholder, member, partner or limited partner of any such
      person or entity, (ii) to family members and trusts of such permitted assignees
      for estate planning purposes or, upon the death of any such person, to an estate
      or beneficiaries of such permitted assignees, or (iii) by private sales made
      at
      or prior to the consummation of a business combination at prices no greater
      than
      the price at which the Founder Warrants were originally purchased (the
“Permitted
      Transferees”);
      in
      each case, such transferee will be subject to the same transfer restrictions
      as
      the Founder until after the Company completes its initial business
      combination;
      provided,
      however,
      that
      such transfers may be implemented only upon the respective Permitted
      Transferee’s written agreement to be bound by the terms and conditions of this
      Agreement and the Insider Letter executed by the Founder, the Company and
      SunTrust. During the Escrow Period, neither the Founder nor any Permitted
      Transferee shall pledge or grant any security interest in the Founder Warrants
      or grant any security interest in its rights under this Agreement without the
      prior written consent of the Company.

    


    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 pro-tected in acting upon any order, notice, demand, certifi-cate,
      opinion or advice of counsel (including counsel chosen by the Escrow Agent),
      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, termina-tion or rescission of this
      Agree-ment, 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 the Escrow Agent shall have given its prior written consent
      thereto. 

    


     5.2 Indemnification.
      The
      Escrow Agent shall be indemnified and held harmless by the Company from and
      against any expenses, including coun-sel fees and disbursements, or loss
      suffered by the Escrow Agent in connection with any action, suit or other
      proceeding involving any claim that, in any way, directly or indirectly, arises
      out of or relates to this Agreement, the services of the Escrow Agent hereunder,
      or the Founder Warrants 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 com-mence-ment of any action, suit or proceeding, the Escrow Agent shall
      notify the other parties hereto in writing. In the event of the receipt by
      the
      Escrow Agent of such notice, the Escrow Agent, in its sole discre-tion, may
      commence an action in the nature of interpleader in an appropriate court to
      determine ownership or disposition of the Founder Warrants or it may deposit
      the
      Founder Warrants with the clerk of any appropriate court or it may retain the
      Founder Warrants 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 circum-stances the Founder Warrants 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 the fees set forth on Schedule
      A
      hereto
      for all services rendered by it hereunder. The Escrow Agent shall also be
      entitled to reimburse-ment 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 disburse-ments and all taxes or
      other governmental charges.

    


    
      
        
        

      

      
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    5.4 Further
      Assurances.
      From
      time to time on and after the date hereof, the Company and the Founder shall
      deliver or cause to be delivered to the Escrow Agent such further documents
      and
      instru-ments 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 Agree-ment, to evidence compliance herewith or to assure the
      Escrow Agent 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 thereof
      and such resignation shall become effective as herein-after provided. Such
      resignation shall become effective at such time that the Escrow Agent shall
      turn
      over to a suc-cessor escrow agent appointed by the Company, the Founder Warrants
      held hereunder. If no new escrow agent is appointed by the Company within the
      60-day period follow-ing the giv-ing of such notice of resignation, the Escrow
      Agent may deposit the Founder Warrants with any 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 other parties hereto,
      jointly, pro-vided, however, that such resignation shall become effec-tive
      only
      upon acceptance of appointment by a successor escrow agent subject to all the
      terms of this Agreement and the delivery, by the Escrow Agent, of the Founder
      Warrants to such successor escrow agent.

    


    5.7 Liability.
      Notwithstanding anything herein to the con-trary, the Escrow Agent shall not
      be
      relieved from liability hereunder for its own gross negligence or its own
      willful misconduct.

    


    6. Miscellaneous.

    


    6.1 Waiver
      of Claims against Trust Account.
      Notwithstanding any other provision of this Agreement, the Escrow Agent confirms
      its understanding that the Company has established the Trust Account (as defined
      in the Prospectus) relating to the Units being sold pursuant to the Prospectus.
      The Escrow Agent acknowledges that the Trust Account will exist for the benefit
      of the Company’s public stockholders and the monies from the Trust Account may
      only be disbursed upon the occurrence of certain events as more fully described
      in the Prospectus. The Escrow Agent agrees that neither it nor any of its
      affiliates have or will have any right, title, interest or claim in or to the
      monies in the Trust Account, and the Escrow Agent hereby waives any and all
      right, title, interest of claim of any kind in or to any distribution of any
      property held in the Trust Account that it or its affiliates may have now or
      in
      the future and hereby agrees not to seek recourse, reimbursement, payment or
      satisfaction for any claim of any kind against the Trust Account for any reason
      whatsoever, including in respect of the Company’s indemnification obligations
      set forth in this Agreement.

    


    6.2 Governing
      Law.
      This
      Agreement shall, for all purposes, be deemed to be made under and shall be
      construed in accordance with the laws of the State of New York, without giving
      effect to conflicts of law principles that would result in the application
      of
      the substantive laws of another jurisdiction (whether of the State of New York
      or any other jurisdiction that would cause the application of the laws of any
      jurisdiction other than the State of New York). Each of the Company, the Founder
      and the Escrow Agent 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 New York or the United States District
      Court for the Southern District of New York, and irrevocably submits to such
      jurisdiction, which jurisdiction shall be exclusive. Each of the Company, the
      Founder and the Escrow Agent hereby waives any objection to such exclusive
      jurisdiction and agrees that it shall not object to such jurisdiction on the
      grounds that such courts represent an inconvenient forum. Any such process
      or
      summons to be served upon each of the Company, the Founder and the Escrow Agent
      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 6.7 hereof. Such mailing shall be deemed personal service
      and
      shall be legal and binding upon each of the Company, the Founder and the Escrow
      Agent in any action, proceeding or claim.

    


    
      
        
        

      

      
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    6.3 Third
      Party Beneficiaries.
      The
      Founder hereby acknowledges that SunTrust is an intended third party beneficiary
      of this Agreement and this Agreement may not be modified or changed without
      the
      prior written consent of SunTrust. 

    


    6.4 Entire
      Agreement.
      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 SunTrust and
      the party against whom such change or modification is to be enforced. This
      Agreement and any amendment may be executed in several original or facsimile
      counterparts, each one of which shall constitute an original, and together
      shall
      constitute but one instrument.

    


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

    


    6.6 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.

    


    6.7 Notices.
      Any
      notice or other communication required or which may be given hereunder shall
      be
      in writing and either be delivered personally or be mailed, certified or
      registered mail, or by private national courier service, return receipt
      requested, postage prepaid, and shall be deemed given when so delivered
      personally or, if mailed, two days after the date of mailing, as
      follows:


    
       

        If
          to the
          Company, to:

      

    

    


    Green
      Energy Acquisition Corporation

    191
      Main
      Street

    Annapolis,
      MD 21401

    Attn:
      Wayne L. Rogers, Chief Executive Officer

    


    If
      to the
      Founder, to:

    


    Green
      Energy Acquisition Holdings, LLC

    191
      Main
      Street

    Annapolis,
      MD 21401

    Attn:
      Wayne L. Rogers

    


    and
      if to
      the Escrow Agent, to:

    


    Continental
      Stock Transfer & Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Steven G. Nelson, Chairman

    


    
      
        
        

      

      
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    A
      copy of
      any notice sent hereunder shall be sent to:

     

    SunTrust
      Robinson Humphrey, Inc.

    3333
      Peachtree Road, NE

    Atlanta,
      GA 30326

    Attn:
      Arnold
      Evans

    


    and:

    


    Mintz
      Levin Cohn Ferris Glovsky and Popeo, PC

    The
      Chrysler Building

    666
      Third
      Avenue

    New
      York,
      New York 10017

    Attn:
      Kenneth R. Koch, Esq.

     

    and:

    


    Bingham
      McCutchen LLP

    150
      Federal Street

    Boston,
      MA 02110

    Attn:
      Glen R. Openshaw, Esq.

     

    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.

    


     6.8 Liquidation
      of the 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.

    


    {Remainder
      of page left intentionally blank. Signature page(s) to follow}

    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the undersigned have executed this Founder Warrant Escrow
      Agreement as of the date first written above.

     

    
      	 	 	 
	 	GREEN
              ENERGY ACQUISITION CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:
                Wayne L. Rogers

              Title:
                Chief Executive Officer and
                Chairman

            


    

    
       

      
        	 	 	 
	 	GREEN
                ENERGY ACQUISITION HOLDINGS, LLC
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Name:
                  Wayne L. Rogers

                Title:
                  Chief Executive Officer

              


         

        
          	 	 	 
	 	
                  CONTINENTAL
                    STOCK TRANSFER &
                    TRUST COMPANY

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                  
                    Name:
                      Steven G. Nelson

                    Title:
                      Chairman

                  

                




        
          
            
              [Signature
                Page Warrant Escrow Agreement]

            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    SCHEDULE
      A

    


    ESCROW
      AGENT FEES