0001144204-06-004525 Sample Contracts

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement • February 7th, 2006 • Energy Infrastructure Acquisition Corp. • New York

• Contract Type
  Registration Rights Agreement
• Filed
  February 7th, 2006
• Company
  Energy Infrastructure Acquisition Corp.
• Jurisdiction
  New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the _____ day of ________, 2006, by and among Energy Infrastructure Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

WARRANT AGREEMENT

Warrant Agreement • February 7th, 2006 • Energy Infrastructure Acquisition Corp. • New York

• Contract Type
  Warrant Agreement
• Filed
  February 7th, 2006
• Company
  Energy Infrastructure Acquisition Corp.
• Jurisdiction
  New York

This Warrant Agreement (this “Agreement”) made as of ___________, 2006, by and between Energy Infrastructure Acquisition Corp., a Delaware corporation, with offices at c/o Schwartz & Weiss, P.C., 457 Madison Avenue, New York, New York 10022 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).

INVESTMENT MANAGEMENT TRUST AGREEMENT

Investment Management Trust Agreement • February 7th, 2006 • Energy Infrastructure Acquisition Corp. • New York

• Contract Type
  Investment Management Trust Agreement
• Filed
  February 7th, 2006
• Company
  Energy Infrastructure Acquisition Corp.
• Jurisdiction
  New York

This Agreement is made as of _________, 2006 by and between Energy Infrastructure Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).

SUBSCRIPTION AGREEMENT

Subscription Agreement • February 7th, 2006 • Energy Infrastructure Acquisition Corp. • New York

• Contract Type
  Subscription Agreement
• Filed
  February 7th, 2006
• Company
  Energy Infrastructure Acquisition Corp.
• Jurisdiction
  New York

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/o Schwartz & Weiss, P.C., 475 Madison Avenue, New York, NY 10022 by the person or entity listed on the signature page hereto under the heading “Subscriber” (the “Subscriber”).

STOCK ESCROW AGREEMENT

Stock Escrow Agreement • February 7th, 2006 • Energy Infrastructure Acquisition Corp. • New York

• Contract Type
  Stock Escrow Agreement
• Filed
  February 7th, 2006
• Company
  Energy Infrastructure Acquisition Corp.
• Jurisdiction
  New York

STOCK ESCROW AGREEMENT, dated as of __________, 2006 (the “Agreement”) by and among Energy Infrastructure Acquisition Corp., a Delaware corporation (“Company”), the undersigned parties listed as Initial Stockholders on the signature page hereto (collectively, the “Initial Stockholders”) and Continental Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).