SUBSCRIPTION AGREEMENT
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/x Xxxxxxxx & Xxxxx, P.C., 000
Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 by the person or entity listed on the
signature page hereto under the heading “Subscriber” (the “Subscriber”).
WHEREAS,
the Company desires to sell an aggregate of 825,389 units
(the
“Units”),
consisting of one share of the Company’s common stock, par value $.0001 per
share (the “Common
Stock”),
and
one warrant exercisable for one share of Common Stock (the “Warrants”),
for a
per Unit purchase price of $10.00 per share (i.e., an aggregate purchase price
of at least $8,253,980); and
WHEREAS,
the Subscriber is entitled to registration rights with respect to the Units,
all
of the shares of Common Stock and the Warrants comprising the Units, the shares
of Common Stock issuable upon exercise of the Warrants (the “Warrant
Shares”),
any
warrants, shares of capital stock or other securities of the Company issued
as a
dividend or other distribution with respect to or in exchange for or in
replacement of such shares of Common Stock and Warrants, and such number of
shares that may be used to prevent dilution resulting from stock splits, stock
dividends or similar transactions (collectively, the “Registrable
Securities”)
on the
terms set forth in this Agreement; and
WHEREAS,
the offer and sale of the Units (the “Offering”) is being made in reliance upon
the provisions of Regulation S ("Regulation
S")
promulgated by the Securities and Exchange Commission (the "SEC")
under
the Securities Act of 1933, as amended (the "Securities
Act");
NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants
hereinafter set forth, the Company and the Subscriber do hereby agree as
follows
1. Agreement
to Subscribe
1.1 Purchase
and Issuance of the Units.
The
Subscriber is hereby subscribing for the number of Units indicated on the
signature page hereto by the caption, “Number of Units Being Subscribed” (the
"Subscriber's
Units")
which
Subscriber Units will be issued to the Subscriber, or his affiliates or
designees. The aggregate purchase price for such Subscriber’s Units (the
“Purchase Price”) is indicated on the signature page hereto by the caption,
“Purchase Price”.
1.2 Delivery
of the Purchase Price.
Upon
execution of this Agreement the undersigned is hereby bound to fulfill its
obligations hereunder and hereby irrevocably commits to deliver to the Company
on the date of Closing (as hereinafter defined) the Purchase Price by bank
check, wire transfer or such other form of payment as shall be acceptable to
the
Company, in its sole and absolute discretion, at the Closing. Any such check
delivered to the Company shall be made payable to the order of "Energy
Infrastructure Acquisition Corp.”
1.2 Closing.
The
closing of the Offering (the "Closing"),
shall
take place at the offices of the Company, on the earlier of the date immediately
preceding the commencement of the roadshow with respect to the Company’s
proposed initial public offering of up to 17,250,000 units of Common Stock
and
warrants (the "IPO"),
and
December 31, 2006.
2. Representations
and Warranties of the Subscriber
The
Subscriber represents and warrants to the Company that:
2.1 No
Government Recommendation or Approval.
The
Subscriber understands that no United States federal or state agency or similar
agency of any other country, has passed upon or made any recommendation or
endorsement of the Company or the Offering of the Units.
2.2 Not
a
"U.S. Person".
The
Subscriber is not a "U.S. Person" as defined in Rule 902 of
Regulation S promulgated under the Securities Act, was not organized under
the laws of any United States jurisdiction, and was not formed for the purpose
of investing in securities not registered under the Securities Act. At the
time
the purchase order for this transaction was originated, the Subscriber was
outside the United States.
2.3 Intent.
The
Subscriber is purchasing the Units solely for investment purposes, for the
Subscriber's own account and not for the account or benefit of any U.S. person,
and not with a view towards the distribution or dissemination thereof and the
Subscriber has no present arrangement to sell the Units to or through any person
or entity. The Subscriber understands that the Units must be held indefinitely
unless such Units are resold in accordance with the provisions of Regulation
S,
are subsequently registered under the Securities Act or an exemption from
registration is available.
2.4 Restrictions
on Transfer.
The
Subscriber understands that the Units are being offered in a transaction not
involving a public offering in the United States within the meaning of the
Securities Act. The Units have not been registered under the Securities Act,
and, if in the future the Subscriber decides to offer, resell, pledge or
otherwise transfer the Units, such Units may be offered, resold, pledged or
otherwise transferred only (A) pursuant to an effective registration statement
filed under the Securities Act, (B) to a non-U.S. person in an offshore
transaction in accordance with Rule 903 or Rule 904 of Regulation S of the
Securities Act, (C) pursuant to the resale limitations set forth in Rule 905
of
Regulation S, (D) pursuant to an exemption from registration under the
Securities Act provided by Rule 144 thereunder (if available) or (E) pursuant
to
any other exemption from the registration requirements of the Securities Act,
and in each case in accordance with any applicable securities laws of any state
of the United States or any other jurisdiction. The Subscriber acknowledges,
agrees and covenants that it will not engage in hedging transactions with regard
to the Units prior to the expiration of the distribution compliance period
specified in Rule 903 of Regulation S promulgated under the Securities Act,
unless in compliance with the Securities Act. The Subscriber agrees that if
any
transfer of its Units or any interest therein is proposed to be made, as a
condition precedent to any such transfer, the Subscriber may be required to
deliver to the Company an opinion of counsel satisfactory to the Company. Absent
registration or another exemption from registration, the Subscriber agrees
that
it will not resell the securities constituting the Subscriber's Units to U.S.
Persons or within the United States.
2.5. Sophisticated
Investor.
(i) The
Subscriber is sophisticated in financial matters and is able to evaluate the
risks and benefits of the investment in the Units.
(ii) The
Subscriber is able to bear the economic risk of his investment in the Units
for
an indefinite period of time because none of the Units have been registered
under the Securities Act and therefore cannot be sold unless subsequently
registered under the Securities Act or an exemption from such registration
is
available.
2.6 Independent
Investigation.
The
Subscriber, in making the decision to purchase the Units, has relied upon an
independent investigation of the Company and has not relied upon any information
or representations made by any third parties or upon any oral or written
representations or assurances from the Company, its officers, directors or
employees or any other representatives or agents of the Company, other than
as
set forth in this Agreement. The Subscriber is familiar with the business,
operations and financial condition of the Company and has had an opportunity
to
ask questions of, and receive answers from, the Company’s officers and directors
concerning the Company and the terms and conditions of the offering of the
Units
and has had full access to such other information concerning the Company as
the
Subscriber has requested.
2.7 Authority.
This
Agreement has been validly authorized, executed and delivered by the Subscriber
and is a valid and binding agreement enforceable in accordance with its terms,
subject to the general principles of equity and to bankruptcy or other laws
affecting the enforcement of creditors' rights generally. The execution,
delivery and performance of this Agreement by the Subscriber does not and will
not conflict with, violate or cause a breach of any agreement, contract or
instrument to which the Subscriber is a party.
2.8 No
Legal Advice from Company.
The
Subscriber acknowledges that he, she or it has had the opportunity to review
this Agreement and the transactions contemplated by this Agreement and the
other
agreements entered into between the parties hereto with the Subscriber's own
legal counsel and investment and tax advisors. Except for any statements or
representations of the Company made in this Agreement and the other agreements
entered into between the parties hereto, the Subscriber is relying solely on
such counsel and advisors and not on any statements or representations of the
Company or any of its representatives or agents for legal, tax or investment
advice with respect to this investment, the transactions contemplated by this
Agreement or the securities laws of any jurisdiction.
2.9 Reliance
on Representations and Warranties.
The
Subscriber understands that the Units are being offered and sold to the
Subscriber in reliance on specific provisions of United States federal and
state
securities laws and that the Company is relying upon the truth and accuracy
of
the representations, warranties, agreements, acknowledgments and understandings
of the Subscriber set forth in this Agreement in order to determine the
applicability of such provisions.
2.10 No
Advertisements.
The
undersigned is not subscribing for the Units as a result of or subsequent to
any
advertisement, article, notice or other communication published in any
newspaper, magazine, or similar media or broadcast over television or radio,
or
presented at any seminar or meeting.
2.11 Legend.
The
Subscriber acknowledges and agrees that the shares of Common Stock and the
Warrants comprising the Units, and when issued the Warrant Shares, shall bear
a
restricted legend (the "Legend"),
in
the form and substance as set forth in Section 4 hereof, prohibiting the offer,
sale, pledge or transfer of the securities, except (i) pursuant to an effective
registration statement filed under the Securities Act, (ii) in accordance with
the applicable provisions of Regulation S, promulgated under the Securities
Act,
(iii) pursuant to an exemption from registration provided by Rule 144 under
the
Securities Act (if available), and (iv) pursuant to any other exemption from
the
registration requirements of the Securities Act.
3. Representations
and Warranties of the Company
The
Company represents and warrants to each Subscriber that:
3.1 Valid
Issuance of Capital Stock.
The
total number of shares of all classes of capital stock which the Company has
authority to issue is 89,000,000 shares of Common Stock. As of the date hereof,
the Company has 3,956,349 shares of Common Stock issued and outstanding. All
of
the issued shares of capital stock of the Company have been duly authorized,
validly issued, and are fully paid and non-assessable.
3.2 Organization
and Qualification.
The
Company is a corporation duly incorporated and existing in good standing under
the laws of the state of Delaware and has the requisite corporate power to
own
its properties and assets and to carry on its business as now being
conducted.
3.3 Authorization;
Enforcement.
(i) The
Company has the requisite corporate power and authority to enter into and
perform its obligations under this Agreement and to issue the Common Stock
in
accordance with the terms hereof, (ii) the execution, delivery and performance
of this Agreement by the Company and the consummation by it of the transactions
contemplated hereby have been duly authorized by all necessary corporate action,
and no further consent or authorization of the Company or its Board of Directors
or stockholders is required, and (iii) this Agreement constitutes valid and
binding obligations of the Company enforceable against the Company in accordance
with its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization,
or
similar laws relating to, or affecting generally the enforcement of, creditors'
rights and remedies or by equitable principles of general application and except
as enforcement of rights to indemnity and contribution may be limited by federal
and state securities laws or principles of public policy.
3.4 No
Conflicts.
To the
knowledge of the Company, the execution, delivery and performance of this
Agreement and the consummation by the Company of the transactions
contemplated
hereby do not materially (i) result in a violation of the Company's Certificate
of Incorporation or By-Laws or (ii) conflict with, or constitute a default
under
any agreement, indenture or instrument to which the Company is a party. Other
than any SEC or state securities filings which may be required to be made by
the
Company subsequent to the Closing, and any registration statement which may
be
filed pursuant thereto, the Company is not required under federal, state or
local law, rule or regulation to obtain any consent, authorization or order
of,
or make any filing or registration with, any court or governmental agency or
self-regulatory entity in order for it to perform any of its obligations under
this Agreement or issue the Common Stock in accordance with the terms hereof.
4. Legends;
Denominations
4.1 Legend.
The
Company will issue the shares of Common Stock, the Warrants, and when issued
the
Warrant Shares, purchased by the Subscriber in the name of the Subscriber and
in
such denominations to be specified by the Subscriber prior to the Closing.
The
Shares, the Warrants and Warrant Shares will bear the following Legend and
appropriate "stop transfer" instructions:
THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF
1933, AS AMENDED (THE “SECURITIES ACT”), AND THESE SECURITIES MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT, (B) TO A
NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE
904 OF REGULATION S UNDER THE SECURITIES ACT, (C) PURSUANT TO THE RESALE
LIMITATIONS SET FORTH IN RULE 905 OF REGULATIONS S UNDER THE SECURITIES ACT,
(D)
PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO ANY OTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE
WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
JURISDICTION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
4.2 Subscriber's
Compliance.
Nothing
in this Section 4 shall affect in any way the Subscriber's obligations and
agreement to comply with all applicable securities laws upon resale of the
Units, and the Shares and Warrants underlying the Units.
4.3 Company’s
Refusal to Register Transfer of Units.
The
Company shall refuse to register any transfer of the Units, the shares of Common
Stock and Warrants comprising the Units and the Warrant Shares, not made in
accordance with (i) the provisions of Regulation S, (ii) pursuant to an
effective registration statement filed under the Securities Act, or (iii)
pursuant to an available exemption from the registration requirements of the
Securities Act.
5. Registration
Rights.
5.1 Demand
Registration.
At any
time and from time to time on or after the date on which the Company has
publicly announced that it has entered into a letter of intent or made a
comparable announcement with respect to a Business Combination, the Subscriber
or its transferee(s) holding a majority-in-interest of the Registrable
Securities may make a written demand for registration under the Securities
Act
of all or part of their Registrable Securities (a “Demand
Registration”).
Any
demand for a Demand Registration shall specify the number of Registrable
Securities proposed to be sold and the intended method(s) of distribution
thereof. The Company will notify all holders of Registrable Securities of the
demand, and each holder of Registrable Securities who wishes to include all
or a
portion of such holder’s Registrable Securities in the Demand Registration (each
such holder including shares of Registrable Securities in such registration,
a
“Demanding
Holder”)
shall
so notify the Company within fifteen (15) days after the receipt by the holder
of the notice from the Company. Upon any such request, the Demanding Holders
shall be entitled to have their Registrable Securities included in the Demand
Registration.
The
Company shall, as expeditiously as possible and in any event within sixty (60)
days after receipt of a request for a Demand, prepare and file with the SEC
a
Registration Statement on any form for which the Company then qualifies or
which
counsel for the Company shall deem appropriate and which form shall be available
for the sale of all Registrable Securities to be registered thereunder in
accordance with the intended method(s) of distribution thereof, and shall use
its best efforts to cause such Registration Statement to become effective as
promptly as practicable, but in no event prior to the consummation of the
Business Combination.
The
Company shall not be obligated to effect more than two Demand Registrations
in
respect of Registrable Securities.
5.2 “Piggyback”
Registration Rights.
Subject
to the last sentence of this Section 5.2, at any time after a Business
Combination, if the Company shall determine to proceed with the actual
preparation and filing of a new registration statement under the Securities
Act
in connection with the proposed offer and sale of any of its securities by
it or
any of its security holders (other than a registration statement on Form X-0,
X-0 or other limited purpose form), the Company will give written notice of
its
determination to the Subscriber or its nominee(s). Upon the written request
from
a majority-in-interest of the Subscribers, within 15 days after receipt of
any
such notice from the Company, the Company will, except as herein provided,
cause
all of the Registrable Securities covered by such request (the “Requested
Stock”)
held
by the Subscribers making such request (the “Requesting
Holders”)
to be
included in such registration statement (each, a “Piggy-Back
Registration”),
all
to the extent requisite to permit the sale or other disposition by the
prospective seller or sellers of the Requested Stock; provided, further, that
nothing herein shall prevent the Company from, at any time, abandoning or
delaying any registration. If any registration pursuant to this Section 5.2
shall be underwritten in whole or in part, the Company may require that the
Requested Stock be included in the underwriting on the same terms and conditions
as the securities otherwise being sold through the underwriters. In such event,
the Requesting Holders shall, if requested by the underwriters, execute an
underwriting agreement containing customary representations and warranties
by
selling stockholders and a lock-up on Registrable Securities not being sold.
If
in the good faith judgment of the managing underwriter of such public offering
the inclusion of all of the Requested Stock would reduce the number of shares
to
be offered by the Company or interfere with the successful marketing of the
shares of stock offered by the Company, the number of shares of Requested Stock
otherwise to be included in the underwritten public offering may be reduced
pro
rata (by number of shares) among the Requesting Holders and all other holders
of
registration rights who have requested inclusion of their securities or excluded
in their entirety if so required by the underwriter. To the extent only a
portion of the Requested Stock is included in the underwritten public offering,
those shares of Requested Stock which are thus excluded from the underwritten
public offering and any other securities of the Company held by such holders
shall be withheld from the market by the Holders thereof for a period, not
to
exceed 90 days, which the managing underwriter reasonably determines is
necessary in order to effect the underwritten public offering. At such time
as
the provisions of the registration rights agreement filed as an exhibit to
the
Registration Statement covering the shares of Common Stock acquired by the
Subscribers prior to this Offering may be exercised, the exercise and procedural
provisions of such agreement, rather than the provisions of Sections 5.2, 5.3
and 5.4 hereof, shall govern the Registrable Securities with respect to
Piggy-Back Registration.
5.3 Registration
Procedures.
To the
extent required by Sections 5.1 or 5.2, the Company will:
(a) prepare
and file with the SEC a registration statement with respect to such securities,
and use its best efforts to cause such registration statement to become and
remain effective until the earlier of the date on which all of the Registrable
Securities included in the registration statement have been disposed of in
accordance with the intended method(s) of distribution set forth in such
Registration Statement or three years from the effective date;
(b) prepare
and file with the SEC such amendments to such registration statement and
supplements to the prospectus contained therein as may be necessary to keep
such
registration statement effective until the earlier of the date on which all
of
the Registrable Securities included in the registration statement have been
disposed of in accordance with the intended method(s) of distribution set forth
in such Registration Statement or three years from the effective
date;
(c) furnish
to the holders participating in such registration and to the underwriters of
the
securities being registered such reasonable number of copies of the registration
statement, preliminary prospectus, final prospectus and such other documents
as
such underwriters may reasonably request in order to facilitate the public
offering of such securities;
(d) use
its
best efforts to register or qualify the securities covered by such registration
statement under such state securities or blue sky laws of such jurisdictions
as
the holders may reasonably request in writing within 20 days following the
original filing of such registration statement, except that the Company shall
not for any purpose be required to execute a general consent to service of
process or to qualify to do business as a foreign corporation in any
jurisdiction wherein it is not so qualified;
(e) notify
the holders, promptly after it shall receive notice thereof, of the time when
such registration statement has become effective or a supplement to any
prospectus forming a part of such registration statement has been
filed;
(f) notify
the holders promptly of any request by the SEC for the amending or supplementing
of such registration statement or prospectus or for additional
information;
(g) prepare
and promptly file with the SEC and promptly notify such holders of the filing
of
such amendment or supplement to such registration statement or prospectus as
may
be necessary to correct any statements or omissions if, at the time when a
prospectus relating to such securities is required to be delivered under the
Securities Act, any event shall have occurred as the result of which any such
prospectus or any other prospectus as then in effect would include an untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein, in the light of the circumstances in which they
were made, not misleading; and
(h) advise
the holders, promptly after it shall receive notice or obtain knowledge
thereof,
of the issuance of any stop order by the SEC suspending the effectiveness
of
such registration statement or the initiation or threatening of any proceeding
for that purpose and promptly use its best efforts to prevent the issuance
of
any stop order or to obtain its withdrawal if such stop order should be
issued.
The
Purchasers shall cooperate with the Company in providing the information
necessary to effect the registration of the Registrable Securities, including
completion of customary questionnaires.
5.4 Expenses.
The
Company shall bear all costs and expenses incurred in connection with any Demand
Registration pursuant to Section 5.1, any Piggy-Back Registration pursuant
to
Section 5.2, and all expenses incurred in performing or complying with its
other
obligations under this Agreement, whether or not the Registration Statement
becomes effective, including, without limitation: (i) all registration and
filing fees; (ii) fees and expenses of compliance with securities or “blue sky”
laws (including fees and disbursements of counsel in connection with blue sky
qualifications of the Registrable Securities); (iii) printing expenses; (iv)
the
Company’s internal expenses (including, without limitation, all salaries and
expenses of its officers and employees); (v) the fees and expenses incurred
in
connection with the exchange listing of the Registrable Securities; (vi)
National Association of Securities Dealers, Inc. fees; (vii) fees and
disbursements of counsel for the Company and fees and expenses for independent
certified public accountants retained by the Company (including the expenses
or
costs associated with the delivery of any opinions or comfort letters); (viii)
the fees and expenses of any special experts retained by the Company in
connection with such registration and (ix) the fees and expenses of one legal
counsel selected by the holders of a majority-in-interest of the Registrable
Securities included in such registration. The Company shall have no obligation
to pay any underwriting discounts or selling commissions attributable to the
Registrable Securities being sold by the holders thereof, which underwriting
discounts or selling commissions shall be borne by such holders. Additionally,
in an underwritten offering, all selling shareholders and the Company shall
bear
the expenses of the underwriter
6. Lock-Up.
The
Subscriber, and his desgnees, shall not sell, assign, hypothecate, or transfer
any of the Units, shares of Common Stock and Warrants comprising the Units,
or
Warrant Shares, until the earlier of the consummation of a Business Combination
(as hereinafter defined) or liquidation of the Company,
provided however,
that no
such sale, assignment, hypothecation or transfer may be effected unless, in
each
case, it is made in accordance with transfer restrictions set forth in
Regulation S and the Securities Act. As used herein, a “Business Combination”
shall mean an acquisition by merger, capital stock exchange, asset or stock
acquisition, or other similar business combination with one or more businesses
with agreements to acquire an operating business in the energy industry selected
by the Company
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 in or
to
any liquidating distributions by the Company in the event of a liquidation
of
the Company upon the Company's failure to timely complete a Business
Combination. For purposes of clarity, in the event the Subscribers 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. .
8. Governing
Law; Jurisdiction;
Waiver
of Jury Trial
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New York. The parties hereto hereby waive any right to a jury trial
in
connection with any litigation pursuant to this Agreement and the transactions
contemplated hereby.
9. Assignment;
Entire Agreement; Amendment
9.1 Assignment.
Neither
this Agreement nor any rights hereunder may be assigned by any party to any
other person other than by Subscriber to a person agreeing to be bound by the
terms hereof.
9.2 Entire
Agreement.
This
Subscription Agreement sets forth the entire agreement and understanding between
the parties as to the subject matter thereof and merges and supersedes all
prior
discussions, agreements and understandings of any and every nature among
them.
9.3 Amendment.
Except
as expressly provided in this Agreement, neither this Agreement nor any term
hereof may be amended, waived, discharged or terminated other than by a written
instrument signed by the party against whom enforcement of any such amendment,
waiver, discharge, or termination is sought.
9.4 Binding
Upon Successors.
This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and to their respective heirs, legal representatives, successors and assigns.
10. Notices;
Indemnity
10.1 Notices.
Unless
otherwise provided herein, any notice or other communication to a party
hereunder shall be sufficiently given if in writing and personally delivered
or
sent by facsimile with copy sent in another manner herein provided or sent
by
courier (which for all purposes of this Agreement shall include Federal Express
or other recognized overnight courier) or mailed to said party by certified
mail, return receipt requested, at its address provided for herein or such
other
address as either may designate for itself in such notice to the other and
communications shall be deemed to have been received when delivered personally,
on the scheduled arrival date when sent by next day or 2-day courier service,
or
if sent by facsimile upon receipt of confirmation of transmittal or, if sent
by
mail, then three days after deposit in the mail.
10.2 Indemnification.
Each
party shall indemnify the other against any loss, cost or damages (including
reasonable attorney's fees and expenses) incurred as a result of such party's
breach of any representation, warranty, covenant or agreement in this
Agreement.
11. Counterparts
This
Agreement may be executed in any number of counterparts, each of which shall
be
enforceable against the parties actually executing such counterparts, and all
of
which together shall constitute one instrument.
12. Survival;
Severability
12.1
Survival.
The
representations, warranties, covenants and agreements of the parties hereto
shall survive the Closing.
12.2
Severability.
In the
event that any provision of this Agreement becomes or is declared by a court
of
competent jurisdiction to be illegal, unenforceable or void, this Agreement
shall continue in full force and effect without said provision; provided
that no
such severability shall be effective if it materially changes the economic
benefit of this Agreement to any party.
13. Titles
and Subtitles
The
titles and subtitles used in this Agreement are used for convenience only and
are not to be considered in construing or interpreting this
Agreement.
Name
of
the Subscriber: ___George
Sagredos ____
(Please
print legibly)
Number
of
Units Being Subscribed:___825,398
Aggregate
Purchase Price:___US
$8,253,980
Date
of
Subscription: January 2, 2006
Place
of
Residency and/or Principal Place of Business:
__Le
Millefiori_____________
0 Xxx Xxx Xxxxxxx, Xxxxxx_
______________________
Telephone:
_+
00-00-000-0000__
Fax:
_______x00-000-000-000__
This
subscription is accepted by the Company on the 2nd day of January,
2006.
| ENERGY INFRASTRUCTURE ACQUISITION CORP. | ||
| |
|
|
| Date: | By: | /s/ Xxxxxx Xxxxxxxxxxxxx |
|
Name: Xxxxxx Xxxxxxxxxxxxx |
||
| Title: Chief Financial Officer | ||
SUBSCRIBER:
/s/Xxxxxx
Xxxxxxxx
(Please
sign here)
______George
Sagredos____________
(Please
print your name here)
