TERMINATION AGREEMENT
Exhibit
10.1
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).
WHEREAS:
1. Pursuant
to the Second Amended and Restated Share Purchase Agreement dated as of July
3,
2008 (the “SPA”)
among
the Seller, Energy
Infrastructure Merger Corporation, a Xxxxxxxx Islands corporation (the
“Buyer”),
and
EIAC,
the parties agreed to effect the Sale and Purchase described
therein.
2. Pursuant
to Section 20(a)(ii) of the SPA, the parties to this Agreement now desire
to
terminate the SPA.
NOW,
THEREFORE, in
consideration of the premises and other good and valuable consideration,
the
receipt and sufficiency of which are hereby acknowledged, the
Seller and EIAC hereby agree as follows:
SECTION
1. Termination
of SPA.
The
Seller and EIAC hereby terminate the SPA pursuant to Section 20(a)(ii) thereof.
From and after the date hereof, the SPA shall be
of no
further force and effect except as provided therein.
SECTION
2. Governing
Law.
This
Agreement shall be governed by and construed under the laws of the State
of New
York without
regard to conflicts of laws principles.
SECTION
3. Arbitration.
Any
controversy or claim arising out of or in conjunction with this Agreement
shall
be settled by arbitration in accordance with the Commercial Rules of the
American Arbitration Association then in effect in the State of New York
and
judgment upon such award rendered by the arbitrator shall be final and binding
upon the parties and may be entered and enforced in any court having
jurisdiction thereof. The arbitration shall be held in the State of New York,
New York County or such other location as is mutually agreed in
writing before
a
panel of three (3) arbitrators, one selected by Seller, one selected by EIAC,
and the third by the two (2) so chosen. The arbitration award shall include
attorneys’ fees and costs to the prevailing party.
SECTION
4. Headings.
Headings used herein are for convenience only and shall not in any way affect
the construction of, or be taken into consideration in interpreting, this
Agreement.
SECTION
5. Severability.
Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of
such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforceability of such provision
in any other jurisdiction.
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SECTION
6. Amendments
in Writing.
No
amendment, modification, waiver, termination or discharge of any provision
of
this Agreement, or any consent to any departure by either the Seller or EIAC
from any provision hereof, shall in any event be effective unless the same
shall
be in writing and signed by the parties hereto, and each such amendment,
modification, waiver, termination or discharge shall be effective only in
the
specific instance and for the specific purpose for which given.
SECTION
7. Execution
in Counterparts.
This
Agreement may be executed by the parties hereto in separate counterparts
(or
upon separate signature pages bound together into one or more counterparts),
each of which, when so executed and delivered, shall be an original, but
all
such counterparts shall together constitute one and the same instrument.
All
such counterparts may be delivered among the parties hereto by facsimile
or
other electronic transmission, which shall not affect the validity
thereof.
SECTION
8. Entire
Agreement.
This
Agreement, as of the date hereof, constitutes the entire agreement of the
parties hereto with respect to the subject matter hereof, and all prior
understandings or agreements, whether written or oral between the parties
hereto
with respect to such subject matter herein are hereby superseded in their
entirety.
SECTION
9. Successors
and Assigns.
This
Agreement shall be binding upon, shall inure to the benefit of and shall
be
enforceable by the parties hereto and their respective successors and permitted
assigns.
[Signature
Page Follows]
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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by
their respective officers thereunto duly authorized as of the day and date
first
above written.
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By:
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/s/
Xxxxxx X. Xxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxx
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Title:
President & Chief Operating
Officer
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VANSHIP
HOLDINGS LIMITED
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By:
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/s/
Captain C.A.J. Vanderperre
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Name:
Captain C.A.J. Vanderperre
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Title:
Director
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