Unassociated Document


     

    
      	
              NUMBER

            	 	
              SHARES

            
	 	 	 
	
              _____C

            	 	 


    

     

     

    GREEN
      ENERGY ACQUISITION CORPORATION

     

    INCORPORATED
      UNDER THE LAWS OF THE STATE OF DELAWARE

     

    COMMON
      STOCK

     

    SEE
      REVERSE FOR

    CERTAIN
      DEFINITIONS

     

    
      	This Certifies
              that_____________________________________________________________________________________	
              CUSIP
                [_________]

            
	 	 
	is the owner
              of________________________________________________________________________________________	 


    

     

    FULLY
      PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.0001 EACH OF THE COMMON
      STOCK OF

     

    GREEN
      ENERGY ACQUISITION CORPORATION

     

    
      	transferable on the books of the
              Corporation in person or by duly authorized attorney upon surrender
              of
              this certificate properly endorsed. This certificate is not valid unless
              countersigned by the Transfer Agent and registered by the Registrar.
              Witness the facsimile seal of the Corporation and the facsimile signatures
              of its duly authorized officers.


    

     

    Dated:

     

    
      	
               

              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 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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

    


     

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

     

    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 shares 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.

     

    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)

     

    
      

    

     

     

      
        

      

    

     

    ___________________________________________________________________________________________________________________
      shares

    


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

    


    ___________________________________________________________________________________________________________________
      Attorney

    to
      transfer the said stock 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).

    


    The
      holder of this certificate shall be entitled to receive funds from the trust
      account only in the event of the Corporation’s liquidation upon failure to
      consummate a business combination or if the holder seeks to convert his
      respective shares into cash upon a business combination which he voted against
      and which is actually completed by the Corporation. In no other circumstances
      shall the holder have any right or interest of any kind in or to the trust
      account.