INVESTMENT MANAGEMENT TRUST AGREEMENT
This
Agreement is made as of _________, 2006 by and between Energy Infrastructure
Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust
Company (“Trustee”).
WHEREAS,
the Company’s Registration Statement on Form S-1, No. 333-131648 (“Registration
Statement”), for its initial public offering of securities (“IPO”) has been
declared effective as of the date hereof by the Securities and Exchange
Commission (“Effective Date”); and
WHEREAS,
the Company has issued securities in a private placement (the “Placement”); and
WHEREAS,
Maxim Group LLC (“Maxim”) is acting as the representative of the underwriters
(the “Underwriters”) in the IPO and acted as placement agent for the Placement;
and
WHEREAS,
as described in the Company’s Registration Statement, (i) in accordance with the
Company’s Certificate of Incorporation, $140,246,025 of the net proceeds of the
IPO ($161,621,025 if the Underwriters’ over-allotment option is exercised in
full), (ii) in accordance with the Unit Placement Agreement, dated as of
_______, 2006, among the Company, Maxim and certain purchasers, $8,171,435
of
the net proceeds of the Placement (together with the IPO proceeds, the “Base
Deposit”) and $82,540 of Maxim’s placement fees (the “Contingent Fee”), and
(iii) in accordance with the Underwriting Agreement, dated as of ________,
2006,
between the Company and Maxim, as representative of the Underwriters, an
additional $1,500,000 ($2,175,000 if the Underwriters’ over-allotment option is
exercised in full), representing a portion of the Underwriters’ discount (the
“Contingent Discount”), will be delivered to the Trustee to be deposited and
held in a trust account for the benefit of the Company, the public holders
of
the Common Stock, par value $.0001 per share, of the Company (“Common Stock”)
included in the units of the Company’s securities issued in the IPO (the
“Units”) and the Underwriters. The amount to be delivered to the Trustee will be
referred to herein as the “Property,” the stockholders for whose benefit the
Trustee shall hold the Property will be referred to as the “Public
Stockholders,” and the Public Stockholders, the Company and Maxim will be
referred to together as the “Beneficiaries”).
WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth
the
terms and conditions pursuant to which the Trustee shall hold the Property;
NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements herein contained, the parties hereto agree as follows:
1.
Agreements
and Covenants of Trustee .
The
Trustee hereby agrees and covenants to:
(a)
Hold the Property in trust for the Beneficiaries in accordance with
the terms of this Agreement, in a segregated trust account (“Trust Account”)
established by the Trustee with Xxxxxx Brothers Inc.;
1
(b)
Manage, supervise and administer the Trust Account subject to the
terms and conditions set forth herein;
(c)
In a timely manner, upon the instruction of the Company, to invest
and reinvest the Property in “government securities” within the meaning of
Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of
180
days or less or in any open ended investment company registered under the
Investment Company Act of 1940 that holds itself out as a money market fund
meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) under Rule 2a-7
promulgated under the Investment Company Act of 1940;
(d)
Collect and receive, when due, all principal and income arising
from the Property, which shall become part of the “Property,” as such term is
used herein;
(e)
Notify the Company and Maxim of all communications received by it
with respect to any Property requiring action by the Company;
(f)
Supply any necessary information or documents as may be requested
by the Company in connection with the Company’s preparation of the tax returns
for the Trust Account;
(g)
Participate in any plan or proceeding for protecting or enforcing
any right or interest arising from the Property if, as and when instructed
by
the Company and/or Maxim to do so;
(h)
Render to the Company and to Maxim, and to such other person as the
Company may instruct, monthly written statements of the activities of and
amounts in the Trust Account reflecting all receipts and disbursements of the
Trust Account;
(i)
Commence liquidation of the Trust Account upon receipt of the
Officers’ Certificate signed by the Chief Executive Officer and Chief Financial
Officer in accordance with the terms of a letter (“Termination Letter”), in a
form substantially similar to that attached hereto as Exhibit
A or
Exhibit
B ,
signed
on behalf of the Company by its Chief Executive Officer and Chief Financial
Officer, and complete the liquidation of the Trust Account and distribute the
Property in the Trust Account only as directed in the Termination Letter and
the
other documents referred to therein. The Trustee understands and agrees that,
except as provided in Section 1(j) and Section 2 hereof, disbursements from
the
Trust Account shall be made only pursuant to a duly executed Termination Letter,
together with the other documents referenced herein, including, without
limitation, an independently certified oath and report of inspector of election
in respect of the stockholder vote in favor of the Business Combination (as
hereinafter defined). In all cases, the Trustee shall provide Maxim with a
copy
of any Termination Letters, Officers’ Certificates and/or any other
correspondence that it receives with respect to any proposed withdrawal from
the
Trust Account promptly after it receives same. As used in this Agreement, the
term “Business Combination” means the acquisition by the Company, through
merger, capital stock exchange, asset or stock acquisition of, or similar
business combination with, one or more entities with agreements
to acquire vessels or an operating business in the refining,
terminalling or transportation of energy industry as more fully described in
the
prospectus forming a part of the Registration Statement; and
2
(j)
As of the date 18 months from the date of this Agreement (the “LOI
Termination Date”) (or 24 months from the date hereof in the event the Company
has executed a Letter of Intent (defined below) prior to the LOI Termination
Date but failed to consummate a Business Combination (“Second Termination
Date”)), commence liquidation of the Trust Account. The Trustee, upon
consultation with the Company and Maxim, shall deliver a notice to Public
Stockholders of record as of the LOI Termination Date or Second Termination
Date, whichever the case may be, by U.S. mail or via the Depository Trust
Company (“DTC”), within five days of the LOI Termination Date or Second
Termination Date, to notify the Public Stockholders of such event and take
such
other actions as it may deem necessary to inform the Beneficiaries. The Trustee
shall deliver to each Public Stockholder its ratable share of the Property
against satisfactory evidence of delivery of the stock certificates by the
Public Stockholders to the Company through DTC, its Deposit Withdraw Agent
Commission (DWAC) system or as otherwise presented to the Trustee.
Notwithstanding the foregoing, if the Trustee receives a bona fide, executed
letter of intent, agreement in principle or engagement letter (a “Letter of
Intent”) for a Business Combination prior to the LOI Termination Date
accompanied by an Officers’ Certificate as described in Section 3(e) hereof,
then the Trustee shall forego or suspend any liquidation of the Trust Account
until the earlier of a Business Combination or the Second Termination Date.
2.
Limited
Distributions of Income on Property .
(a)
Upon receipt by the Trustee of an Officer’s Certificate signed by
the Chief Executive Officer and Chief Financial Officer of the Company
certifying as true, accurate and complete a copy of any tax return required
to
be filed on behalf of the Trust Account in respect of income earned on the
Property held therein, the Trustee shall deliver to the Company for submission
to the appropriate taxing authority a check made payable to the order of such
taxing authority in the amount required to pay such taxes; provided
,
however
,
that in
no event shall the aggregate amount of all checks issued to taxing authorities
pursuant to this Section 2(a) exceed the income in respect of which such taxes
are due and owing.
(b)
Upon written request from the Company, and, if required, only after
the Income Threshold Amount (as hereinafter defined) has been achieved, the
Trustee shall distribute to the Company an amount equal to up to $2,200,000
($2,500,000 if the Underwriters’ over-allotment option is exercised in full) of
the income earned on the Base Deposit, net of taxes payable, over the Income
Threshold (as hereinafter defined) through the last day of the month immediately
preceding the date of receipt of the Company’s request. For purposes of this
Agreement, the “Income Threshold” shall mean the product of (i) the number of
Units sold to the Underwriters upon exercise of the Underwriters’ over-allotment
option, and (ii) $0.20. (If the Underwriters’ over-allotment option is not
exercised, the Income Threshold shall be zero.)
3
(c)
Except as provided in Sections 2(a) and 2(b) above, no other
distributions from the Trust Account shall be permitted except in accordance
with Sections 1(i) and 1(j) hereof.
3.
Agreements
and Covenants of the Company .
The
Company hereby agrees and covenants:
(a)
To provide all instructions to the Trustee hereunder in writing,
signed by the Company’s Chief Executive Officer and Chief Financial Officer. In
addition, except with respect to its duties under paragraph 1(i) and 1(j) above,
the Trustee shall be entitled to rely on, and shall be protected in relying
on,
any verbal or telephonic advice or instruction which it in good faith believes
to be given by any one of the persons authorized above to give written
instructions, provided that the Company and/or Maxim shall promptly confirm
such
instructions in writing;
(b)
To hold the Trustee harmless and indemnify the Trustee from and
against any and all expenses, including reasonable counsel fees and
disbursements, or loss suffered by the Trustee in connection with any action,
suit or other proceeding brought against the Trustee involving any claim, or
in
connection with any claim or demand which in any way arises out of or relates
to
this Agreement, the services of the Trustee hereunder, or the Property or any
income earned from investment of the Property, except for expenses and losses
resulting from the Trustee’s gross negligence or willful misconduct. Promptly
after the receipt by the Trustee of notice of demand or claim or the
commencement of any action, suit or proceeding, pursuant to which the Trustee
intends to seek indemnification under this paragraph, it shall notify the
Company in writing of such claim (hereinafter referred to as the “Indemnified
Claim”). The Trustee shall have the right to conduct and manage the defense
against such Indemnified Claim, provided, that the Trustee shall obtain the
consent of the Company with respect to the selection of counsel, which consent
shall not be unreasonably withheld. The Trustee may not agree to settle any
Indemnified Claim without the prior written consent of the Company. The Company
may participate in such action with its own counsel;
(c)
To pay the Trustee an initial acceptance fee of $1,000 and an
annual fee of $3,000 (it being expressly understood that the Property shall
not
be used to pay such fee). The Company shall pay the Trustee the initial
acceptance fee and first year’s fee at the consummation of the IPO and
thereafter on the anniversary of the Effective Date. The Trustee shall refund
to
the Company the fee (on a pro rata basis) with respect to any period after
the
liquidation of the Trust Account. The Company shall not be responsible for
any
other fees or charges of the Trustee except as may be provided in paragraph
3(b)
hereof (it being expressly understood that the Property shall not be used to
make any payments to the Trustee under such paragraph).
(d)
That, in the event that the Company consummates a Business
Combination and the Trust Account is liquidated in accordance with Section
1(i)
hereof, the Trustee or another independent party designated by Maxim shall
act
as the inspector of election to certify the results of the stockholder vote;
and
(e)
That the Officer Certificate referenced in Sections 1(i) and 1(j)
hereof shall require the Company’s Chief Executive Officer and Chief Financial
Officer to each certify the following (wherever applicable): (1) prior to the
LOI Termination Date, the Company has entered into a bona fide Letter of Intent
with a target business; and/or (2) prior to the LOI Termination Date, the
Company has entered into a Business Combination with a target business, the
terms of which are consistent with the requirements set forth in the
Registration Statement; and/or (3) prior to the Second Termination Date, the
Company has entered into a Business Combination with a target business, the
terms of which are consistent with the requirements set forth in the
Registration Statement; and (4) the Board of Directors (the “Board”) pursuant to
the unanimous written consent of the Board has approved (where applicable):
(i)
the Letter of Intent; and/or (ii) the Business Combination. A copy of such
consent and the Letter of Intent and/or the definitive agreement relating to
the
Business Combination so approved shall be attached as an exhibit to the
Officers’ Certificate.
4
(f)
Within five business days after the Underwriters’ over-allotment option (or any
unexercised portion thereof) expires or is exercised in full, provide the
Trustee notice in writing (with a copy to the Underwriters) of the total amount
of the Contingent Fee and Contingent Discount, which shall in no event be less
than $1,582,540.
4.
Limitations
of Liability .
The
Trustee shall have no responsibility or liability to:
(a)
Take any action with respect to the Property, other than as
directed in Sections 1 and 2 hereof and the Trustee shall have no liability
to
any party except for liability arising out of its own gross negligence or
willful misconduct;
(b)
Institute any proceeding for the collection of any principal and
income arising from, or institute, appear in or defend any proceeding of any
kind with respect to, any of the Property unless and until it shall have
received written instructions from the Company and/or Maxim given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds
sufficient to pay any expenses incident thereto;
(c)
Change the investment of any Property, other than in compliance
with Section 1(c);
(d)
Refund any depreciation in principal of any Property;
(e)
Assume that the authority of any person designated by the Company
and/or Maxim to give instructions hereunder shall not be continuing unless
provided otherwise in such designation, or unless the Company and/or Maxim
shall
have delivered a written revocation of such authority to the Trustee;
(f)
The other parties hereto or to anyone else for any action taken or
omitted by it, or any action suffered by it to be taken or omitted, in good
faith and in the exercise of its own best judgment, except for its gross
negligence or willful misconduct. The Trustee may rely conclusively and shall
be
protected in acting upon any order, notice, demand, certificate, opinion or
advice of counsel (including counsel chosen by the Trustee), 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
Trustee, in good faith, to be genuine and to be signed or presented by the
proper person or persons. The Trustee need not investigate any fact or matter
stated in the document. The Trustee shall not be bound by any notice or demand,
or any waiver, modification, termination or rescission of this agreement or
any
of the terms hereof, unless evidenced by a written instrument delivered to
the
Trustee signed by the proper party or parties and, if the duties or rights
of
the Trustee are affected, unless it shall give its prior written consent
thereto;
5
(g)
Verify the correctness of the information set forth in the
Registration Statement or to confirm or assure that any acquisition made by
the
Company or any other action taken by it is as contemplated by the Registration
Statement, unless an officer of the Trustee has actual knowledge thereof,
written notice of such event is sent to the Trustee or as otherwise required
under Section 1(i) hereof; and
(h)
Pay any taxes on behalf of the Trust Account (it being expressly
understood that the Trustee’s sole obligation with respect to taxes shall be to
issue the checks with respect thereto provided for by Section 2(a) hereof).
5.
Certain
Rights Of Trustee .
(a)
Before the Trustee acts or refrains from acting, it may require an
Officers’ Certificate or opinion of counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers’ Certificate or opinion of counsel. The Trustee may consult with
counsel and the advice of such counsel or any opinion of counsel shall be full
and complete authorization and protection from liability in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.
(b)
The Trustee may act through its attorneys and agents and shall not
be responsible for the misconduct or negligence of any agent appointed with
due
care.
(c)
The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Agreement.
(d)
The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Agreement; it shall not
be
accountable for the Company’s use of the proceeds from the Trust Account.
Notwithstanding the effective date of this Agreement or anything to the contrary
contained in this Agreement, the Trustee shall have no liability or
responsibility for any act or event relating to this Agreement or the
transactions related thereto which occurs prior to the date of this Agreement,
and shall have no contractual obligations to the Beneficiaries until the date
of
this Agreement.
6.
Termination
.
This
Agreement shall terminate as follows:
(a)
If the Trustee gives written notice to the Company that it desires
to resign under this Agreement, the Company shall use its reasonable efforts
to
locate a successor trustee during which time the Trustee shall continue to
act
in accordance with the terms of this Agreement. At such time that the Company
notifies the Trustee that a successor trustee has been appointed by the Company
and has agreed to become subject to the terms of this Agreement, the Trustee
shall transfer the management of the Trust Account to the successor trustee,
including, but not limited, to the transfer of copies of the reports and
statements relating to the Trust Account, whereupon this Agreement shall
terminate; provided, however, that, in the event that the Company does not
locate a successor trustee within ninety days of receipt of the resignation
notice from the Trustee, the Trustee may, but shall not be obligated to, submit
an application to have the Property deposited with the United States District
Court for the Southern District of New York and upon such deposit, the Trustee
shall be immune from any liability whatsoever that arises due to any actions
or
omissions to act by any party after such deposit;
6
(b)
At such time that the Trustee has completed the liquidation of the
Trust Account in accordance with the provisions of Section 1(i) hereof, and
distributed the Property in accordance with the provisions of the Termination
Letter, this Agreement shall terminate except with respect to Section 3(b);
or
(c)
At such time that the Trustee has completed the liquidation of the
Trust Account in accordance with the provisions of Section 1(j) hereof and
distributed the Property in accordance with said Section 1(j), this Agreement
shall terminate except with respect to Section 3(b).
7.
Miscellaneous
.
(a)
The Company and the Trustee each acknowledge that the Trustee will
follow the security procedures set forth below with respect to funds transferred
from the Trust Account. Upon receipt of written instructions, the Trustee will
confirm such instructions with an Authorized Individual at an Authorized
Telephone Number listed on the attached Exhibit
C .
The
Company and the Trustee will each restrict access to confidential information
relating to such security procedures to authorized persons. Each party must
notify the other party immediately if it has reason to believe unauthorized
persons may have obtained access to such information, or of any change in its
authorized personnel. In executing funds transfers, the Trustee will rely upon
account numbers or other identifying numbers of a beneficiary, beneficiary’s
bank or intermediary bank, rather than names. The Trustee shall not be liable
for any loss, liability or expense resulting from any error in an account number
or other identifying number, provided it has accurately transmitted the numbers
provided.
(b)
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York, without giving effect to
conflict of laws. It may be executed in several counterparts, each one of which
shall constitute an original, and together shall constitute but one instrument.
Facsimile signatures shall constitute original signatures for all purposes
of
this Agreement.
(c)
This Agreement contains the entire agreement and understanding of
the parties hereto with respect to the subject matter hereof. This Agreement
or
any provision hereof may only be changed, amended or modified by a writing
signed by each of the parties hereto; provided, however, that no such change,
amendment or modification may be made without the prior written consent of
Maxim, who, along with the other Underwriters, the parties specifically agree,
are and shall be third party beneficiaries for purposes of this Agreement;
and
provided further, any amendment to Section 1(j) shall require the consent of
all
of the Public Stockholders. As to any claim, cross-claim or counterclaim in
any
way relating to this Agreement, each party waives the right to trial by
jury.
7
(d)
The parties hereto consent to the jurisdiction and venue of any
state or federal court located in the State and County of New York for purposes
of resolving any disputes hereunder. The parties hereto irrevocably submit
to
such jurisdiction, which jurisdiction shall be exclusive, and hereby waive
any
objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum.
(e)
Any notice, consent or request to be given in connection with any
of the terms or provisions of this Agreement shall be in writing and shall
be
sent by express mail or similar private courier service, by certified mail
(return receipt requested), by hand delivery or by facsimile transmission:
if
to the
Trustee, to:
Continental
Stock Transfer & Trust Company
00
Xxxxxxx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Fax
No.:
if
to the
Company, to:
000
0xx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxx Xxxxxxxxxxxxx
Fax
No.:
in
either
case with a copy to:
Maxim
Group LLC
000
Xxxxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxxxx X. Xxxxxx
Fax
No.:
(000) 000-0000
and
Ellenoff,
Xxxxxxxx & Schote LLP
000
Xxxxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxxx X. Xxxxxxxx
Fax
No.:
(000) 000-0000
8
and
Loeb
& Loeb LLP
000
Xxxx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxxxx X. Xxxxxxxx
Fax
No.:
(000) 000-0000
(f)
This Agreement may not be assigned by the Trustee without the prior
written consent of the Company and Maxim.
(g)
Each of the Trustee and the Company hereby represents that it has
the full right and power and has been duly authorized to enter into this
Agreement and to perform its respective obligations as contemplated hereunder.
The Trustee acknowledges and agrees that it shall not make any claims or proceed
against the Trust Account, including by way of set-off, and shall not be
entitled to any funds in the Trust Account under any circumstance.
9
IN
WITNESS WHEREOF, the parties have duly executed this Investment Management
Trust
Agreement as of the date first written above.
CONTINENTAL
STOCK TRANSFER & TRUST COMPANY, as Trustee
By:
______________________________________
Name:
Title:
By:_______________________________________
Name:
Xxxxx Xxxxxxxxxxxxx
Title:
Chief Financial Officer
10
EXHIBIT
A
[Letterhead
of Company]
[Insert
date]
Continental
Stock Transfer
&
Trust Company
00
Xxxxxxx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Re:
Trust
Account No. [ ] Termination Letter
Gentlemen:
Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Energy
Infrastructure Acquisition Corp. (“Company”) and Continental Stock Transfer
& Trust Company (“Trustee”), dated as of __________, 2006 (“Trust
Agreement”), this is to advise you that the Company has entered into an
agreement (“Business Agreement”) with __________________ (“Target Business”) to
consummate a business combination with Target Business (“Business Combination”)
on or about [insert date]. The Company shall notify you at least two business
days in advance of the actual date of the consummation of the Business
Combination (“Consummation Date”) and shall provide you with an Officers’
Certificate in accordance with Sections 1(i) and 3(d) of the Trust Agreement.
Capitalized words used herein and not otherwise define shall have the meaning
ascribed to them in the Trust Agreement.
In
accordance with the terms of the Trust Agreement, we hereby authorize you to
commence liquidation of the Trust Account to the effect that, on the
Consummation Date, all of funds held in the Trust Account will be immediately
available for transfer to the account or accounts that the Company and Maxim
shall direct in writing on the Consummation Date.
On
the
Consummation Date (i) counsel for the Company shall deliver to you written
notification that the Business Combination has been consummated; (ii) the
Company shall deliver along with the oath and report of inspector of election
certified by an independent inspector which may be the Trustee or as otherwise
appointed by Maxim (collectively, the “Report”); and (iii) the Company and Maxim
shall deliver to you joint written instructions with respect to the transfer
of
the funds, including the Contingent Discount and the Contingent Fee, held in
the
Trust Account (“Instructions”). You are hereby directed and authorized to
transfer the funds held in the Trust Account immediately upon your receipt
of
the counsel’s letter, the Report, evidence of delivery of the Stock
Certificates, the Officers’ Certificate and the Instructions in accordance with
the terms of the Instructions. In the event that certain deposits held in the
Trust Account may not be liquidated by the Consummation Date without penalty,
you will notify the Company and Maxim of the same and the Company and Maxim
shall issue joint written instructions directing you as to whether such funds
should remain in the Trust Account and be distributed after the Consummation
Date. Upon the distribution of all the funds in the Trust Account pursuant
to
the terms hereof, the Trust Agreement shall be terminated and the Trust Account
closed.
In
the
event that the Business Combination is not consummated on the Consummation
Date
described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then the funds held
in
the Trust Account shall be reinvested as provided in the Trust Agreement on
the
business day immediately following the Consummation Date as set forth in the
notice.
| Very truly yours, | ||
| ENERGY INFRASTRUCTURE ACQUISITION CORP. | ||
| |
|
|
| By: | ||
|
Xxxxx Xxxxxxxxxxxxx |
||
| Chief Financial Officer | ||
Cc:
Maxim Group LLC
11
EXHIBIT
B
[Letterhead
of Company]
[Insert
date]
Continental
Stock Transfer
&
Trust Company
00
Xxxxxxx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Re:
Trust
Account No. [ ] Termination Letter
Gentlemen:
Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between Energy
Infrastructure Acquisition Corp. (“Company”) and Continental Stock Transfer
& Trust Company (“Trustee”), dated as of _____________, 2006 (“Trust
Agreement”), this is to advise you that the Board of Directors of the Company
has voted to dissolve the Company and liquidate the Trust Account (as defined
in
the Trust Agreement). Attached hereto is a copy of the minutes of the meeting
of
the Board of Directors of the Company relating thereto, certified by the
Secretary of the Company as true and correct and in full force and effect.
In
accordance with the terms of the Trust Agreement, we hereby authorize you to
commence liquidation of the Trust Account. You will notify the Company and
Xxxxxx Brothers Inc. in writing as to when all of the funds in the Trust Account
will be available for immediate transfer (“Transfer Date”). Thereafter, you
shall commence distribution of such funds in accordance with the terms of the
Trust Agreement and the Company’s Certificate of Incorporation. Upon the payment
of all the funds in the Trust Account, the Trust Agreement shall be terminated
and the Trust Account closed.
| Very truly yours, | ||
| ENERGY INFRASTRUCTURE ACQUISITION CORP. | ||
| |
|
|
| By: | ||
|
Xxxxx Xxxxxxxxxxxxx |
||
| Chief Financial Officer | ||
Cc:
Maxim
Group LLC
12
EXHIBIT
C
|
AUTHORIZED
INDIVIDUAL(S)
FOR
TELEPHONE CALL BACK
|
|
AUTHORIZED
TELEPHONE
NUMBER(S)
|
|
|
|
|
|
|
|
|
|
Company:
|
|
|
|
|
|
|
|
000
0xx
Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attn:
Xxxxx Xxxxxxxxxxxxx, Chief Financial Officer
|
|
()
|
|
|
|
|
|
Trustee:
|
|
|
|
|
|
|
|
Continental
Stock Transfer & Trust Company
00
Xxxxxxx Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attn:
|
|
|
13
