0001144204-06-027467 Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • July 6th, 2006 • Energy Infrastructure Acquisition Corp. • Blank checks • 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., 641 Fifth Avenue, PH5, 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”).

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STOCK OPTION AGREEMENT
Stock Option Agreement • July 6th, 2006 • Energy Infrastructure Acquisition Corp. • Blank checks • Delaware

THIS STOCK OPTION AGREEMENT (this “Agreement”), made as of July 21, 2006 (the “Grant Date”), by and between Energy Infrastructure Acquisition Corp., a Delaware corporation (the “Company”), and George Sagredos, an individual (the “Optionee”):

PLACEMENT UNIT AGREEMENT
Placement Unit Agreement • July 6th, 2006 • Energy Infrastructure Acquisition Corp. • Blank checks • New York

PLACEMENT UNIT AGREEMENT (this “Agreement”) made as of this ____ day of _______________ between Energy Infrastructure Acquisition Corp., a Delaware corporation (the “Company”), Maxim Group LLC (“Maxim”) and the undersigned (the “Purchasers”).

SECOND AMENDMENT TO SUBSCRIPTION AGREEMENT
Amendment Agreement • July 6th, 2006 • Energy Infrastructure Acquisition Corp. • Blank checks

THIS AMENDMENT AGREEMENT (this “Amendment Agreement”) effective as of the ___ day of July, 2006 between Energy Infrastructure Acquisition Corp. ( “Energy”) and George Sagredos (the “Subscriber”).

ENERGY INFRASTRUCTURE ACQUISITION CORP.
Energy Infrastructure Acquisition Corp. • July 6th, 2006 • Blank checks
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