REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 28th, 2006 • Energy Infrastructure Acquisition Corp. • Blank checks • 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”).
22,500,000 Units ENERGY INFRASTRUCTURE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • April 28th, 2006 • Energy Infrastructure Acquisition Corp. • Blank checks • New York
The undersigned, Energy Infrastructure Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Maxim Group LLC (“Maxim” or the “Representative”) and with the other underwriters named on Schedule A hereto for which Maxim is acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
STOCK OPTION AGREEMENTStock Option Agreement • April 28th, 2006 • Energy Infrastructure Acquisition Corp. • Blank checks • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”), made as of March 21, 2006 (the “Grant Date”), by and between Energy Infrastructure Acquisition Corp., a Delaware corporation (the “Company”), and George Sagredos, an individual (the “Optionee”):
ENERGY INFRASTRUCTURE ACQUISITION CORP. SELECTED DEALER AGREEMENTSelected Dealer Agreement • April 28th, 2006 • Energy Infrastructure Acquisition Corp. • Blank checks • New York
Maxim Group LLC (“Maxim”) is acting as the representative of the underwriters (the “Underwriters”) in a firm commitment, underwritten offering (the “Offering”) to sell 22,500,000 units (the “Units”)1 of Energy Infrastructure Acquisition Corp., a Delaware corporation (the “Company”) as described in the prospectus for the Offering (the “Prospectus”). Maxim is hereby inviting the entity signatory hereto (the “Selected Dealer”), subject to the other terms and conditions set forth herein and in the Prospectus, to act as a selected dealer in connection with the Offering, and by executing this Selected Dealer Agreement (this “Agreement”), Maxim hereby approves such signatory as a Selected Dealer in connection with the Offering.
SUBSCRIPTION AGREEMENTSubscription Agreement • April 28th, 2006 • Energy Infrastructure Acquisition Corp. • Blank checks • 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 AGREEMENTStock Escrow Agreement • April 28th, 2006 • Energy Infrastructure Acquisition Corp. • Blank checks • 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”).
