Unassociated Document


    


    FOUNDER
      WARRANT PURCHASE AGREEMENT


    


    THIS
      FOUNDER WARRANT PURCHASE AGREEMENT (this “Agreement”)
      is
      made as of [____],
      2008,
      between Green Energy Acquisition Corporation, a Delaware corporation (the
“Company”),
      and
      Green Energy Acquisition Holdings, LLC, a Delaware limited liability company
      (the “Purchaser”).
      Except as otherwise indicated herein, capitalized terms used herein are defined
      in Section 7 hereof.

    


    WHEREAS,
      the Purchaser is an entity affiliated with the officers and directors of the
      Company; and

    


    WHEREAS,
      in furtherance of the Company’s plan to obtain funding through an initial public
      offering (the “Offering”)
      of its
      units (the “Units”),
      each
      Unit consisting of one share of common stock (the “Common
      Stock”),
      par
      value $0.0001 per share, of the Company (the “Unit
      Common Stock”)
      and
      one warrant to purchase one share of Common Stock (each, a “Unit
      Warrant”
and
      collectively, the “Unit
      Warrants”),
      and
      to demonstrate its commitment to this plan, the Purchaser desires to make an
      investment in the Company by purchasing warrants (each, a “Founder
      Warrant”
and
      collectively, the “Founder
      Warrants”
)
      on
      the terms and conditions described herein.

    


    NOW
      THEREFORE, the parties to this Agreement hereby agree as follows:

    


    Section
      1. Authorization,
      Purchase and Sale; Terms of the Founder Warrants.
      

    


    A. Authorization
      of the Founder Warrants. The
      Company has authorized, and hereby ratifies such authorization by execution
      hereof, the issuance and sale to the Purchaser of an aggregate of 5,250,000
      Founder Warrants. Each Founder Warrant shall, upon exercise and payment of
      the
      exercise price specified therein, entitle the holder to purchase one share
      of
      the Company’s Common Stock.

    


    B. Purchase
      and Sale of the Founder Warrants.
      The
      Company shall sell to the Purchaser, and subject to the terms and conditions
      set
      forth herein, the Purchaser shall purchase from the Company, prior to the
      effectiveness of the Registration Statement, 5,250,000 Founder Warrants. The
      purchase price of each Founder Warrant shall be $1.00 per warrant (the
“Purchase
      Price”),
      which
      shall be paid in immediately available funds through wire transfers to the
      trust
      account (the “Trust
      Account”)
      to be
      established pursuant to that certain Investment Management Trust Agreement
      by
      and between the Company and Continental Stock Transfer & Trust Company
      (“Continental”).
      The
      aggregate Purchase Price shall be wired to the Trust Account by the Purchaser
      so
      as to be on deposit in the Trust Account not less than 24 hours prior to the
      effectiveness of the Registration Statement. Amounts so received in the Trust
      Account shall be credited against the purchase obligations of the
      Purchaser.

     

    
      
        
        

      

      
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    C. Terms
      of the Founder Warrants.
      The
      Founder Warrants shall carry rights and terms identical to those possessed
      by
      the Unit Warrants described in the Registration Statement, subject to the
      following exceptions: (i) the Founder Warrants are not subject to redemption
      so
      long as they are owned by the Purchaser or its members as of the date of this
      Agreement, (ii) the Founder Warrants may be exercised on a cashless basis while
      the Unit Warrants cannot be exercised on a cashless basis, except in the event
      the Company calls the Unit Warrants for redemption and elects to require the
      holders thereof to exercise their Unit Warrants on a cashless basis, (iii)
      upon
      an exercise of the Founder Warrants, the holder of the Founder Warrants will
      receive unregistered shares of Common Stock, and (iv) the Founder Warrants
      shall
      be subject to certain transfer restrictions set forth in Section 1(D) below.
      The
      Founder Warrants will be differentiated from Warrants sold in the Offering
      through the legends contained on the certificates representing the Founder
      Warrants indicating the restrictions and rights specifically applicable to
      such
      Founder Warrants as are described in the Registration Statement.

    


    D.
       Transfer
      Restrictions.
      The
      Founder Warrants, subject to certain limited exceptions described below, will
      not be transferable or salable until they are released from escrow, which will
      not occur until the later of (a) one year after the date of the final prospectus
      included in the Registration Statement and (b) sixty days after the consummation
      of the Company’s initial Business Combination. Prior to their release from
      escrow, the Founder Warrants may be transferred (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 such entity, (ii) to family
      members and trusts of permitted assignees for estate planning purposes or,
      upon
      the death of any such person, to an estate or beneficiaries of permitted
      assignees, or (iii) by private sales made in compliance with applicable
      securities laws 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. In each case, such transferees will be subject to the same transfer
      restrictions as the Founder until after the Company completes its initial
      Business Combination and provided that each such transfer shall only be
      implemented on the transferee’s written agreement to be bound by the terms and
      conditions of the Founder Warrant Escrow Agreement and the transferor’s Insider
      Letter. 

    


    Section
      2. The
      Closing.
      The
      closing of the purchase and sale of the Founder Warrants to the Purchaser (the
      “Closing”)
      shall
      take place immediately prior to the effectiveness of the Registration Statement.
      At the Closing, the Company shall deliver warrant certificates evidencing the
      Founder Warrants to be purchased by the Purchaser hereunder to Continental,
      acting as escrow agent, pursuant to the founder warrant escrow agreement, by
      and
      among the Company, Continental and the Purchaser (the “Founder
      Warrant Escrow Agreement”),
      registered in the Purchaser’s name, upon the payment of the aggregate purchase
      price therefor, by wire transfer of immediately available funds to the Trust
      Account pursuant to Section 1.B. above.

     

    
      
        
        

      

      
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    Section
      3. Representations,
      Warranties and Covenants of the Purchaser. As
      a
      material inducement to the Company to enter into this Agreement and issue and
      sell the Founder Warrants to the Purchaser, the Purchaser hereby represents,
      warrants and covenants to the Company that:

    


    A. Capacity
      and State Law Compliance.
      

    


    (i)
       
      The
      Purchaser is a limited liability company duly organized, validly existing and
      in
      good standing under the laws of Delaware and is qualified to do business in
      every jurisdiction in which the failure to so qualify would reasonably be
      expected to have a material adverse effect on the financial condition, operating
      results or assets of the Purchaser.

    


    (ii)
       
      The
      execution, delivery and performance of this Agreement by the Purchaser will
      have
      been duly authorized by the Purchaser as of the Closing. 

    


    (iii)
      To
      the Purchaser’s knowledge, the Purchaser has engaged in the transactions
      contemplated by this Agreement within a state in which the offer and sale of
      the
      Founder Warrants is permitted under applicable securities laws. The Purchaser
      understands and acknowledges that the purchase of Common Stock upon exercise
      of
      the Founder Warrants may require the registration of such Common Stock under
      federal and/or state securities laws or the availability of an exemption from
      such registration requirements.

    


    B. Authorization;
      No Breach. 

    


    (i)  The
      Purchaser has the full right, power and authority to enter into this Agreement,
      and this Agreement constitutes a valid and binding obligation of the Purchaser,
      enforceable in accordance with its terms.

    


    (ii) The
      execution and delivery by the Purchaser of this Agreement, and the fulfillment
      of and compliance with the terms hereof by the Purchaser do not, and shall
      not
      as of the
      Closing,
      conflict with or result in a breach of the terms, conditions or provisions
      of
      any other agreement, instrument, order, judgment or decree to which the
      Purchaser is subject.

    


    C. Investment
      Representations. 

    


    (i) 
      The
      Purchaser is acquiring the Founder Warrants and, upon exercise thereof, will
      acquire the Common Stock issuable upon such exercise (collectively, the
“Securities”),
      for
      its own account, for investment only and not with a view towards, or for resale
      in connection with, any public sale or distribution thereof.

    


    (ii) The
      Purchaser is an “accredited investor” as
      defined in Rule 501(a)(3) of Regulation D.

    


    
      
        
        

      

      
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    (iii) The
      Purchaser understands that the Securities are being offered and sold to it
      in
      reliance on specific exemptions from the registration requirements of United
      States federal and state securities laws, and that the Company is relying in
      part upon the truth and accuracy of, and the Purchaser’s compliance with, the
      representations, warranties and agreements of the Purchaser set forth herein
      in
      order to determine the availability of such exemptions and the eligibility
      of
      the Purchaser to acquire such Securities.

    


    (iv) The
      Purchaser did not decide to enter into this Agreement as a result of any general
      solicitation or general advertising within the meaning of Rule 502(c) under
      the
      Securities Act, including the filing of the Registration Statement.

    


    (v) By
      virtue
      of the Purchaser’s affiliation with officers and directors of the Company, the
      Purchaser has access to all materials relating to the business, finances and
      operations of the Company and materials relating to the offer and sale of the
      Securities. The Purchaser has been afforded the opportunity to ask questions
      of
      the other executive officers and directors of the Company. The Purchaser
      understands that its investment in the Securities involves a high degree of
      risk. The Purchaser has sought such accounting, legal and tax advice as the
      Purchaser has considered necessary to make an informed investment decision
      with
      respect to its acquisition of the Securities. The Purchaser has received and
      reviewed a copy of the Registration Statement, including, without limitation,
      the language therein under the caption “Risk Factors.”

    


    (vi) The
      Purchaser understands that no United States federal or state agency or any
      other
      government or governmental agency has passed on, or made any recommendation
      or
      endorsement of, the Securities or the fairness or suitability of the investment
      in the Securities nor have such authorities passed upon or endorsed the merits
      of the offering of the Securities.

    


    (vii) The
      Purchaser understands that: (A) the Securities have not been registered
      under the Securities Act or any state securities laws, and may not be offered
      for sale, sold, assigned or transferred unless (x) subsequently registered
      thereunder or (y) sold in reliance on an exemption therefrom; and,
      (B) except as specifically set forth in the Registration Rights Agreement,
      neither the Company nor any other person is under any obligation to register
      such Securities under the Securities Act or any state securities laws or to
      comply with the terms and conditions of any exemption thereunder. In this
      regard, the Purchaser represents that it is familiar with Rule 144 adopted
      pursuant to the Securities Act, and understands the resale limitations imposed
      thereby and by the Securities Act. 

    


    (viii) The
      Purchaser is an investor in securities of companies in the development stage
      and
      acknowledges that it has knowledge and experience in financial and business
      matters, knows of the high degree of risk associated with investments
      generally and particularly investments in the securities of companies in the
      development stage such as the Company, is capable of evaluating the merits
      and
      risks of an investment in the Securities and is able to bear the economic risk
      of an investment in the Securities in the amount contemplated hereunder for
      an
      indefinite period of time. The Purchaser has adequate means of providing for
      its
      current financial needs and contingencies and will have no current or
      anticipated future needs for liquidity which would be jeopardized by the
      investment in the Securities. The Purchaser can afford a complete loss of its
      investment in the Securities.

     

    
      
        
        

      

      
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    (ix) Without
      in any way limiting the representations set forth above, the Purchaser agrees
      not to make any disposition of the Securities (or any part thereof) unless
      and
      until:

    


    (A) There
      is
      then in effect a registration statement under the Securities Act covering such
      proposed disposition and such disposition is made in accordance with such
      registration statement; or

    


    (B) 
      The
      Purchaser shall have notified the Company of the proposed disposition and shall
      have furnished the Company with a detailed statement of the circumstances
      surrounding the proposed disposition and, if reasonably requested by the
      Company, the Purchaser shall have furnished the Company with an opinion of
      counsel, reasonably satisfactory to the Company, that such disposition will
      not
      require registration of such Securities under the Securities Act.
      Notwithstanding the foregoing, the Purchaser also understands and acknowledges
      that the transfer or exercise of the Founder Warrants is subject to the specific
      conditions to such transfer or exercise as outlined herein, as to which the
      Purchaser specifically assents by its execution hereof.

    


    D. No
      Group. By
      virtue
      of the Purchaser’s purchase of the Founder Warrants under this Agreement, such
      participation shall not be construed so as to make the Purchaser part of, or
      a
      participant in, a “group” as defined in Rule 13d-5 of the Exchange Act with
      respect to any securities of the Company.

    


    E. Rescission
      Right Waiver and Indemnification. 

    


    (i) The
      Purchaser understands and acknowledges that an exemption from the registration
      requirements of the Securities Act requires that there be no general
      solicitation of purchasers of the Founder Warrants. In this regard, if the
      Offering were deemed to be a general solicitation with respect to the Founder
      Warrants, the offer and sale of such Founder Warrants might not be exempt from
      registration and, if not, the Purchaser would have a prima facie claim, subject
      to applicable defenses, to rescind its purchase of the Founder Warrants. In
      order to facilitate the completion of the Offering and in order to protect
      the
      Company, its stockholders and the Trust Account from claims that may adversely
      affect the Company or the interests of its stockholders, the Purchaser hereby
      agrees to waive, to the maximum extent permitted by applicable law, any claims,
      right to sue or rights in law or arbitration, as the case may be, to seek
      rescission of its purchase of the Founder Warrants. The Purchaser acknowledges
      and agrees that this waiver is being made in order to induce the Company to
      sell
      the Founder Warrants to the Purchaser. The Purchaser further agrees that the
      foregoing waiver of rescission rights shall, to the extent permitted under
      applicable law, apply to any and all known or unknown actions, causes of action,
      suits, claims, or proceedings (collectively, “Rescission Claims”)
      and
      related losses, costs, penalties, fees, liabilities and damages, whether
      compensatory, consequential or exemplary, and expenses in connection therewith
      (collectively, “Losses
      and Expenses”),
      including, without limitation, reasonable attorneys’ and expert witness fees and
      disbursements and all other expenses reasonably incurred in investigating,
      preparing or defending against any Rescission Claims, whether pending or
      threatened, in connection with any present or future actual or asserted right
      to
      rescind the purchase of the Founder Warrants hereunder or relating to the
      purchase of the Founder Warrants and the transactions contemplated
      hereby.

    


    
      
        
        

      

      
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    (ii) The
      Purchaser hereby waives any and all right, title, interest or claim of any
      kind
      in or to any distributions from the Trust Account with respect to any shares
      of
      Common Stock acquired by the Purchaser in connection with the exercise of the
      Founder Warrants purchased pursuant to this Agreement (“Claim”)
      and
      hereby waives any Claim the undersigned may have in the future as a result
      of,
      or arising out of, any contracts or agreements with the Company and will not
      seek recourse against the Trust Account for any reason whatsoever.

    


    (iii) The
      Purchaser agrees to indemnify and hold harmless the Company and the Trust
      Account against any and all Losses and Expenses whatsoever to which the Company
      and the Trust Account may become subject as a result of the purchase of the
      Founder Warrants by the Purchaser, including, but not limited to, any Claim
      by
      the Purchaser, but only to the extent necessary to ensure that such Losses
      and
      Expenses do not reduce the amount in the Trust Account. Further, the Purchaser
      agrees to indemnify and hold harmless SunTrust Robinson Humphrey, Inc.,
      individually and as representative of the underwriters (“SunTrust”),
      against any and all Losses and Expenses whatsoever to which SunTrust may become
      subject as a result of the purchase of the Founder Warrants by the Purchaser,
      including, but not limited to, any Claim by the Purchaser. 

    


    (iv) The
      Purchaser acknowledges and agrees that the stockholders of the Company,
      including those who purchase the Units in the Offering, are and shall be
      third-party beneficiaries of the foregoing provisions of Section 3.E. of
      this Agreement.

    


    (v) The
      Purchaser agrees that, to the extent any waiver of rights under this
      Section 3.E. is ineffective as a matter of law, the Purchaser has offered
      such waiver for the benefit of the Company as an equitable right that shall
      survive any statutory disqualification or bar that applies to a legal right.
      The
      Purchaser further acknowledges the receipt and sufficiency of consideration
      received from the Company hereunder in this regard.

    


    Section
      4. Conditions
      Precedent to Closing.
      

    


    A. The
      obligations of the Company to the Purchaser under this Agreement are subject
      to
      the fulfillment on or before the Closing of each of the following
      conditions:

    


    (i) Representations
      and Warranties.
      The
      representations and warranties of the Purchaser contained in Section 3
      shall be true at and as of the Closing as though then made.

    


    (ii) Performance.
      The
      Purchaser shall have performed and complied with all agreements, obligations
      and
      conditions contained in this Agreement that are required to be performed or
      complied with by it on or before the Closing.

    


    (iii) Corporate
      Consents.
      The
      Company shall have obtained the consent of its Board of Directors authorizing
      the execution, delivery and performance of this Agreement and the issuance
      and
      sale of the Founder Warrants hereunder.

    


    
      
        
        

      

      
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    B. This
      Agreement evidences the agreement between the Company, on the one hand, and
      the
      Purchaser, on the other hand. Accordingly the Company may (but shall not be
      required to) waive any closing condition with respect to the
      Purchaser.

    


    Section
      5. Termination. This
      Agreement may be terminated by agreement of the Company and the Purchaser at
      any
      time prior to the consummation of the Closing if the Offering is not closed
      within the time periods described in the Underwriting Agreement after the
      Registration Statement is declared effective, and this Agreement shall
      automatically terminate without any further action by any party and thereafter
      be null and void upon termination of the Underwriting Agreement or the
      Offering.

     

    Section
      6. Survival.
      All of
      the representations, warranties, covenants and agreements contained in Section
      3
      shall survive the Closing for a period of six (6) months, except as
      otherwise specifically provided herein.

    


    Section
      7. Definitions.
      For the
      purposes of this Agreement, the following terms have the meanings set forth
      below:

    


    “Business
      Combination”
means
      a
      merger, stock exchange, asset acquisition, stock purchase or similar business
      combination of the Company with a target business or businesses and which meets
      the size, timing and other criteria outlined in the Registration
      Statement.

    


    “Commission”
means
      the United States Securities and Exchange Commission.

    


    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended.

    


    “Person”
means
      any individual, partnership, corporation, limited liability company,
      association, joint stock company, trust, joint venture, unincorporated
      organization or governmental entity or any department, agency or political
      subdivision thereof.

    


    “Registration
      Statement”
means
      the Company’s registration statement on Form S-1 (File No. 333-[___]),
      as the
      same has been, and may be, amended from time to time hereafter and filed with
      the Commission.

    


    “Securities
      Act”
means
      the Securities Act of 1933, as amended.

    


    “Underwriting
      Agreement”
means
      that certain underwriting agreement to be entered into by and among the Company
      and SunTrust immediately prior to the effectiveness of the Registration
      Statement.

    


    
      
        
        

      

      
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    Section
      8. Miscellaneous.
      

    


    A. Legends.
      

    


    (i) The
      certificates evidencing the Founder Warrants will include the legend set forth
      below:

    


    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD,
      TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION
      FROM SUCH REGISTRATION IS AVAILABLE. THESE SECURITIES ARE ALSO SUBJECT TO
      INVESTMENT REPRESENTATIONS AND RESTRICTIONS ON TRANSFER OR SALE PURSUANT TO
      A
      FOUNDER WARRANT PURCHASE AGREEMENT DATED [_____],
      WHICH
      RESTRICTS THE TRANSFER THEREOF AS PROVIDED IN THE FOUNDER WARRANT
      PURCHASE
      AGREEMENT, A COPY OF WHICH CAN BE OBTAINED FROM THE COMPANY AT ITS EXECUTIVE
      OFFICES. THESE
      SECURITIES ARE ALSO SUBJECT TO THE TERMS AND PROVISIONS OF A FOUNDER
      WARRANT ESCROW AGREEMENT DATED [_____],
      2008,
      WHICH RESTRICTS THE TRANSFER THEREOF AS PROVIDED THEREIN, A COPY OF WHICH CAN
      BE
      OBTAINED FROM THE COMPANY AT ITS EXECUTIVE OFFICES.

     

    (ii) By
      accepting the certificates bearing the aforesaid legend, the Purchaser agrees,
      prior to any permitted transfer of the Founder Warrants represented by the
      certificates and subject to the restrictions contained herein, to give written
      notice to the Company expressing its desire to effect such transfer and
      describing briefly the proposed transfer. Upon receiving such notice, the
      Company shall present copies thereof to its counsel and the following provisions
      shall apply:

    


    (x) subject
      to the transfer restrictions contained elsewhere in this Agreement, if, in
      the
      reasonable opinion of counsel to the Company, the proposed transfer of such
      Founder Warrants may be effected without registration under the Securities
      Act
      and applicable state securities acts, the Company shall promptly thereafter
      notify the Purchaser, whereupon the Purchaser shall be entitled to transfer
      such
      Founder Warrants, all in accordance with the terms of the notice delivered
      by
      the Purchaser and upon such further terms and conditions as shall be required
      to
      ensure compliance with the Securities Act and the applicable state securities
      acts, and, upon surrender of the certificate evidencing such Founder Warrants,
      in exchange therefor, a new certificate not bearing a legend of the character
      set forth above if such counsel reasonably believes that such legend is no
      longer required under the Securities Act and the applicable state securities
      acts; and

    


    (y) subject
      to the transfer restrictions contained elsewhere in this Agreement, if, in
      the
      reasonable opinion of counsel to the Company, the proposed transfer of such
      Founder Warrants may not be effected without registration under the Securities
      Act or the applicable state securities acts, a copy of such opinion shall be
      promptly delivered to the Purchaser, and such proposed transfer shall not be
      made unless such registration is then in effect.

    


    
      
        
        

      

      
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    (iii) The
      Company may, from time to time, make stop transfer notations in its records
      and
      deliver stop transfer instructions to its transfer agent to the extent its
      counsel considers it necessary to ensure compliance with the Securities Act
      and
      the applicable state securities acts.

    


    B. Successors
      and Assigns.
      Except
      as otherwise expressly provided herein, all covenants and agreements contained
      in this Agreement by or on behalf of any of the parties hereto shall bind and
      inure to the benefit of the respective successors and permitted assigns of
      the
      parties hereto, whether so expressed or not. Notwithstanding the foregoing
      or
      anything to the contrary herein, the parties may not assign this
      Agreement.

    


    C. Severability.
      Whenever
      possible, each provision of this Agreement shall be interpreted in such manner
      as to be effective and valid under applicable law, but if any provision of
      this
      Agreement is held to be prohibited by or invalid under applicable law, such
      provision shall be ineffective only to the extent of such prohibition or
      invalidity, without invalidating the remainder of this Agreement.

    


    D. Counterparts.
      This
      Agreement may be executed simultaneously in two or more counterparts, any one
      of
      which need not contain the signatures of more than one party, but all such
      counterparts, taken together, shall constitute one and the same Agreement.
      Facsimile signatures shall be deemed originals for all purposes
      hereunder.

    


    E. Descriptive
      Headings; Interpretation.
      The
      descriptive headings of this Agreement are inserted for convenience only and
      do
      not constitute a substantive part of this Agreement. The use of the word
“including” in this Agreement shall be by way of example rather than by
      limitation.

    


    F. Governing
      Law.
      The
      general corporation law of the State of Delaware shall govern all issues and
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement, without giving effect to any choice of law or conflict of
      law
      rules or provisions that would cause the application of the laws of any
      jurisdiction other than the State of Delaware.

    


    G. Notices.
      All
      notices, demands or other communications to be given or delivered under or
      by
      reason of the provisions of this Agreement shall be in writing and shall be
      deemed to have been given when delivered personally to the recipient, sent
      to
      the recipient by reputable overnight courier service (charges prepaid) or mailed
      to the recipient by certified or registered mail, return receipt requested
      and
      postage prepaid. Such notices, demands and other communications shall be
      sent:

    


    if
      to the
      Company, to:

    


    Green
      Energy Acquisition Corporation

    191
      Main
      Street

    Annapolis,
      MD 21401

    Attn:
      Wayne L. Rogers, Chief Executive Officer

    


    
      
        
        

      

      
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    with
      a
      copy (which shall not constitute notice) to:

    


    Mintz
      Levin Cohn Ferris Glovsky and Popeo, P.C.

    666
      Third
      Avenue, 25th Floor 

    New
      York,
      New York 10017 

    Attn:
      Kenneth R. Koch, Esq.

     

    and
      if to
      Purchaser:

    


    Green
      Energy Acquisition Holdings, LLC

    191
      Main
      Street

    Annapolis,
      MD 21401

    Attn:
      Wayne L. Rogers, Chief Executive Officer

    


    or
      in any
      case to such other address or to the attention of such other 

    person
      as
      the recipient party has specified by prior written notice to 

    the
      sending party.

    


    H. No
      Strict Construction.
      The
      parties hereto have participated jointly in the negotiation and drafting of
      this
      Agreement. In the event an ambiguity or question of intent or interpretation
      arises, this Agreement shall be construed as if drafted jointly by the parties
      hereto, and no presumption or burden of proof shall arise favoring or
      disfavoring any party by virtue of the authorship of any of the provisions
      of
      this Agreement.

    


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

          

    
      	COMPANY:    
              	 	GREEN
              ENERGY ACQUISITION  CORPORATION    
              
	 	 	 	 	 
	 	 	 	
              By: 


            	 
	 	
              

            	 	 	
              

              Name:
                Wayne L. Rogers 

              Title:
                Chief Executive Officer and
                Chairman

            


    

     

    
      
        	PURCHASER:    
                	 	GREEN
                ENERGY ACQUISITION HOLDINGS, LLC   
                
	 	 	 	 	 
	 	 	 	
                By: 


              	 
	 	
                

              	 	 	
                

                Name:
                  Wayne L. Rogers 

                Title:
                  Chief Executive Officer

              


      

      
 

      
        
          

            [Signature
              Page Founder Warrant Purchase Agreement]