ASSIGNMENT AND ASSUMPTION OF SUBSCRIPTION AGREEMENT
KNOW
ALL
MEN THAT XXXXXX XXXXXXXX, 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 and assume
the Assignment (such acceptance and assumption, the “Assumption”); provided,
however,
that
the Assignment shall not be effective if the Assignee does not have financial
resources sufficient to meet the obligations of the Subscriber to the
Subscription Agreement, as such term is defined in such agreement.
The
Assignment is granted to Assignee TO HAVE AND TO HOLD the same unto Assignee
and
its successors and assigns forever.
Assignee
hereby consents to be bound by all of the terms and conditions of the
Subscription Agreement binding upon the Subscriber to such agreement, as such
term is defined in such agreement.
IN
WITNESS WHEREOF, the parties hereto have executed this Assignment and Assumption
as of the ___ day of June, 2006.
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ASSIGNOR:
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_____________________________
Xxxxxx
Xxxxxxxx
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ASSIGNEE:
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ENERGY
CORP.
by:
_____________________________
[
______________
]
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The
undersigned hereby consents to the foregoing Assignment and Assumption of
Subscription Agreement, and shall look only to Assignee to fulfill the
obligations to the undersigned under such Subscription Agreement.
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by:
_____________________________
Xxxxxx
Xxxxxxxxxxxxx
Chief
Financial Officer
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