REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 28th, 2006 • Energy Infrastructure Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the _____ day of ________, 2006, by and among Energy Infrastructure Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
22,500,000 Units ENERGY INFRASTRUCTURE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • April 28th, 2006 • Energy Infrastructure Acquisition Corp. • Blank checks • New York
The undersigned, Energy Infrastructure Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Maxim Group LLC (“Maxim” or the “Representative”) and with the other underwriters named on Schedule A hereto for which Maxim is acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • July 13th, 2006 • Energy Infrastructure Acquisition Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”) made as of ___________, 2006, by and between Energy Infrastructure Acquisition Corp., a Delaware corporation, with offices at c/o Schwartz & Weiss, P.C., 641 Fifth Avenue, PH5, New York, New York 10022 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 24th, 2006 • Energy Infrastructure Acquisition Corp. • Blank checks • New York
This Agreement is made as of _________, 2006 by and between Energy Infrastructure Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
AMENDED AND RESTATED SHARE PURCHASE AGREEMENT dated as of February 6, 2008 by and among VANSHIP HOLDINGS LIMITED, a Liberian corporation, ENERGY INFRASTRUCTURE MERGER CORPORATION a Marshall Islands corporation and ENERGY INFRASTRUCTURE ACQUISITION...Share Purchase Agreement • April 1st, 2008 • Energy Infrastructure Acquisition Corp. • Deep sea foreign transportation of freight • New York
THIS AMENDED AND RESTATED SHARE PURCHASE AGREEMENT, dated as of February 6, 2008 (this “Agreement”), is made by and among VANSHIP HOLDINGS LIMITED, a Liberian corporation (the “Seller”), ENERGY INFRASTRUCTURE MERGER CORPORATION, a Marshall Islands corporation (the “Buyer”), and ENERGY INFRASTRUCTURE ACQUISITION CORP., a Delaware corporation (“EIAC”).
STOCK OPTION AGREEMENTStock Option Agreement • July 6th, 2006 • Energy Infrastructure Acquisition Corp. • Blank checks • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”), made as of July 21, 2006 (the “Grant Date”), by and between Energy Infrastructure Acquisition Corp., a Delaware corporation (the “Company”), and George Sagredos, an individual (the “Optionee”):
ENERGY INFRASTRUCTURE ACQUISITION CORP. SELECTED DEALER AGREEMENTSelected Dealer Agreement • April 28th, 2006 • Energy Infrastructure Acquisition Corp. • Blank checks • New York
Maxim Group LLC (“Maxim”) is acting as the representative of the underwriters (the “Underwriters”) in a firm commitment, underwritten offering (the “Offering”) to sell 22,500,000 units (the “Units”)1 of Energy Infrastructure Acquisition Corp., a Delaware corporation (the “Company”) as described in the prospectus for the Offering (the “Prospectus”). Maxim is hereby inviting the entity signatory hereto (the “Selected Dealer”), subject to the other terms and conditions set forth herein and in the Prospectus, to act as a selected dealer in connection with the Offering, and by executing this Selected Dealer Agreement (this “Agreement”), Maxim hereby approves such signatory as a Selected Dealer in connection with the Offering.
SUBSCRIPTION AGREEMENTSubscription Agreement • April 28th, 2006 • Energy Infrastructure Acquisition Corp. • Blank checks • New York
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of this 2nd day of January, 2006 for the benefit of Energy Infrastructure Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business c/o Schwartz & Weiss, P.C., 475 Madison Avenue, New York, NY 10022 by the person or entity listed on the signature page hereto under the heading “Subscriber” (the “Subscriber”).
PLACEMENT UNIT AGREEMENTPlacement Unit Agreement • July 6th, 2006 • Energy Infrastructure Acquisition Corp. • Blank checks • New York
PLACEMENT UNIT AGREEMENT (this “Agreement”) made as of this ____ day of _______________ between Energy Infrastructure Acquisition Corp., a Delaware corporation (the “Company”), Maxim Group LLC (“Maxim”) and the undersigned (the “Purchasers”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • April 28th, 2006 • Energy Infrastructure Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of __________, 2006 (the “Agreement”) by and among Energy Infrastructure Acquisition Corp., a Delaware corporation (“Company”), the undersigned parties listed as Initial Stockholders on the signature page hereto (collectively, the “Initial Stockholders”) and Continental Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).
Time Charter Party August 28th , 2006Time Charter Party • February 12th, 2008 • Energy Infrastructure Acquisition Corp. • Blank checks • London
(hereinafter referred to as “the vessel”) described as per Clause 1 hereof and Dalian Ocean Shipping Co. of No. 29 QiQi Street, Zhongshan Dist., Dalian, China 116001 4
SECOND AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • July 6th, 2006 • Energy Infrastructure Acquisition Corp. • Blank checks
THIS AMENDMENT AGREEMENT (this “Amendment Agreement”) effective as of the ___ day of July, 2006 between Energy Infrastructure Acquisition Corp. ( “Energy”) and George Sagredos (the “Subscriber”).
TERMINATION AGREEMENTTermination Agreement • July 22nd, 2008 • Energy Infrastructure Acquisition Corp. • Deep sea foreign transportation of freight • New York
TERMINATION AGREEMENT, dated as of July 19, 2008 (this “Agreement”), between VANSHIP HOLDINGS LIMITED, a Liberian corporation (the “Seller”), and ENERGY INFRASTRUCTURE ACQUISITION CORP., a Delaware corporation (“EIAC”). Capitalized terms used but not defined herein shall have the meaning assigned such terms in the Second Amended and Restated Share Purchase Agreement (as defined below).
Time Charter Party MARCH 28TH,2007Time Charter Party • February 12th, 2008 • Energy Infrastructure Acquisition Corp. • Blank checks • London
(hereinafter referred to as “the vessel”) described as per Clause 1 hereof and Sinochem International Oil (London) Co., Ltd. and Rill Tankship Inc. as agents to Sinochem International Oil (London) Co., Ltd. 4
ENERGY INFRASTRUCTURE ACQUISITION CORP.Services Agreement • July 6th, 2006 • Energy Infrastructure Acquisition Corp. • Blank checks
COMMITTED TERM SHEETTerm Sheet • February 12th, 2008 • Energy Infrastructure Acquisition Corp. • Blank checks
This Committed Term Sheet does not of itself constitute a legally binding facility agreement but details the financing which we are prepared to provide and contains an outline of certain terms and conditions which will, inter alia, be embodied in the Facility Documentation, which we mutually agree to negotiate in good faith and use reasonable commercial efforts to conclude.
COMMITTED TERM SHEETTerm Loan Facility • April 1st, 2008 • Energy Infrastructure Acquisition Corp. • Deep sea foreign transportation of freight
This Committed Term Sheet does not of itself constitute a legally binding facility agreement but details the financing which we are prepared to provide and contains an outline of certain terms and conditions which will, inter alia, be embodied in the Facility Documentation, which we mutually agree to negotiate in good faith and use reasonable commercial efforts to conclude.
CONSULTING AGREEMENTConsulting Agreement • March 30th, 2007 • Energy Infrastructure Acquisition Corp. • Blank checks
The present Agreement is concluded today 17th day of November 2006 by and between Energy Infrastructure Acquisition Corp. (“EIAC”), Suite 1300, 1105 North Market Street, P.O. Box 8985 Wilmington, Delaware 19899, USA (hereinafter called the “Company”) and Sinitus AG, a company organized under the laws of Switzerland with its offices at Kaspar Fenner Strasse 6, Ch-8700 Kusnacht/Switzerland (hereinafter called the “Consultant”), as the Consultant and its wholly-owned subsidiary companies as Sinitus Consultants Ltd. have the possibility, experience and legal competence in order to sustain the Company regarding the Project.
ASSIGNMENT AND ASSUMPTION OF SUBSCRIPTION AGREEMENTAssignment and Assumption of Subscription Agreement • June 13th, 2006 • Energy Infrastructure Acquisition Corp. • Blank checks
KNOW ALL MEN THAT GEORGE SAGREDOS, having an address at __________ (the “Assignor”), in consideration of the Assumption (as defined below) by ENERGY CORP., an entity incorporated under the laws of the Cayman Islands (the “Assignee”), of the subscription agreement entered into between Assignor and Energy Infrastructure Acquisition Corp., a Delaware corporation, effective as of January 2, 2006 and thereafter amended (the “Subscription Agreement”), the sufficiency of which consideration is hereby acknowledged, does hereby assign and transfer unto Assignee all of Assignor’s right, title and interest in and to, and all of Assignor’s obligations and liabilities arising under, the Subscription agreement, the effect of which assignment (the “Assignment”) shall be that Assignee shall stand in the place of Assignor in all matters relating to the Subscription Agreement exactly as if Assignee, and not Assignor, had originally been party to the Subscription Agreement. Assignee does hereby accept an
STOCK ESCROW AGREEMENTStock Escrow Agreement • February 7th, 2006 • Energy Infrastructure Acquisition Corp. • New York
STOCK ESCROW AGREEMENT, dated as of __________, 2006 (the “Agreement”) by and among Energy Infrastructure Acquisition Corp., a Delaware corporation (“Company”), the undersigned parties listed as Initial Stockholders on the signature page hereto (collectively, the “Initial Stockholders”) and Continental Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 13th, 2006 • Energy Infrastructure Acquisition Corp. • Blank checks • Delaware
This Agreement is made as of _________, 2006 by and between Energy Infrastructure Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
