SECOND AMENDMENT TO SUBSCRIPTION AGREEMENT
SECOND
AMENDMENT TO SUBSCRIPTION AGREEMENT
THIS
AMENDMENT AGREEMENT (this “Amendment Agreement”) effective as of the ___ day of
July, 2006 between Energy Infrastructure Acquisition Corp. ( “Energy”) and
Xxxxxx Xxxxxxxx (the “Subscriber”).
WHEREAS,
Energy and the Subscriber are parties to a Subscription Agreement effective
as
of January 2, 2006 (the “Subscription Agreement”); and
WHEREAS,
the Subscription Agreement was previously amended to provide for certain demand
and piggy-back registration rights; and
WHEREAS,
the parties desire to amend the Subscription Agreement to replace Section 7
in
its entirety.
NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereto do hereby agree as
follows:
1. Section
7. “Waiver of Liquidation Distributions” shall be deleted in its entirety and
replaced with the following text:
7. Waiver
of Liquidation Distributions.
In
connection with the Units purchased pursuant to this Agreement, the Subscribers
hereby waive any and all right, title, interest or claim of any kind (“Claim”)
in or to all funds in the Trust Account and any remaining net assets of the
Company upon liquidation of the Trust Account and dissolution of the Company,
(b) 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 (c) agrees
that
the undersigned will not seek recourse against the Trust Account for any reason
whatsoever. For purposes of clarity, in the event the Subscriber purchase shares
of Common Stock in the IPO or in the aftermarket such shares shall be eligible
to receive any liquidating distributions by the Company. The term “Trust
Account” shall mean the trust account in which most of the proceeds of the IPO
will be deposited and held for the benefit of the holders of the IPO shares,
as
described in greater detail in the prospectus relating to the IPO.
2. Definitions.
Capitalized terms contained herein and not specifically defined in this
Agreement shall have the respective meanings ascribed to them in the
Subscription Agreement.
3. Miscellaneous.
Except
as expressly amended by this Amendment Agreement, the Subscription Agreement
remains in full force and effect.
IN
WITNESS WHEREOF, the parties hereto have caused this Second Amendment to the
Subscription Agreement to be duly executed as of the day and year first above
written.
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| By: | ||
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Name:
Xxxxxx Xxxxxxxxxxxxx
Title: Chief
Financial Officer
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SUBSCRIBER:
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| By: | ||
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(Please
sign here) Xxxxxx Xxxxxxxx |
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