Unassociated Document


    
      PLACEMENT
        UNIT AGREEMENT

       

      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”).

       

      WHEREAS,
        the Company has filed with the Securities and Exchange Commission (“SEC”) a
        registration statement on Form S-1, as amended (the “Registration Statement”),
        in connection with the Company’s initial public offering (the “IPO”) of up to
        17,250,000 units, each unit (“Unit”) consisting of one share of the Company’s
        common stock, $.0001 par value (the “Common Stock”), and (ii) one warrant (the
“Warrants”), each Warrant to purchase one share of Common Stock;
        and

       

      WHEREAS,
        the Company desires to sell in a private placement pursuant to Regulation
        S
        under the Securities Act of 1933, as amended (the “Securities Act”), to the
        Purchasers (the “Placement”) an aggregate of 825,398 units (the “Placement
        Units”) substantially identical to the Units being issued in the IPO pursuant to
        the terms and conditions hereof and as set forth in the Registration Statement,
        except that the Placement Units, Common Stock and Warrants to be issued in
        the
        Placement shall not be registered under the Securities Act; and

       

      WHEREAS,
        the Purchasers have agreed, directly or through nominees, to purchase an
        aggregate of 825,398 Placement Units at a purchase price of $10.00 per Placement
        Unit, or an aggregate of $8,253,980 (the “Purchase Price”); and

       

      WHEREAS,
        the Warrants included in the Placement Units shall be governed by the Warrant
        Agreement filed as an exhibit to the Registration Statement; and 

       

      WHEREAS,
        Maxim is acting as placement agent for the Placement;

       

      NOW,
        THEREFORE, for and in consideration of the premises and the mutual covenants
        hereinafter set forth, the parties hereto do hereby agree as
        follows:

       

      1. Closing.
        The
        closing of the purchase and sale of the Placement Units (the “Closing”) will
        take place upon the earlier of (i) the date immediately preceding the
        commencement of the roadshow relating to the IPO or (ii) December 31, 2006
        (the
“Closing Date”). Immediately prior to the closing of the IPO, the Company shall
        deposit the Purchase Price into the trust account described in the Registration
        Statement (the “Trust Account”). 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      2. Placement
        Fees.
        The
        Company agrees that Maxim is entitled to a placement fee equal to 6% of the
        Purchase Price. Of such 6% placement fee, Maxim agrees that (i) 5% of such
        fee
        shall be paid by the Company from the interest earned on the Trust Account
        (net
        of taxes payable and otherwise available to the Company) in four quarterly
        installments of $103,174.75, each such installment payment to be paid on
        each
        succeeding third-month anniversary following the closing date of the IPO
        and
        (ii) 1% of the Purchase Price ($82,540) (the “Placement Contingency Fee”) will
        be deposited into and held in the Trust Account and will be payable to Maxim
        only upon the consummation of a “Business Combination” as described in the
        Registration Statement. In the event that the Company does not consummate
        a
        Business Combination in the time described in the Registration Statement
        and the
        Trust Account is liquidated, Maxim agrees it shall have forfeited all rights
        and
        claims whatsoever to the Placement Contingency Fee. 

       

      3. Representations
        and Warranties of the Company, Maxim and the Purchasers.
        

       

      3.1 Each
        of
        the Company and Maxim warrants and represents to one another and to the
        Purchasers that such party has, nor have their respective affiliates, nor
        any
        person acting on their behalf (i) offered or sold the Placement Units within
        the
        United States, or to any “U.S. Person” (within the meaning of 902(k) of
        Regulation S under the Securities Act), or (ii) offered or sold the Placement
        Units by means of any “Directed Selling Efforts” (within the meaning of Rule
        902(c) of Regulation S under the Securities Act).

      


      3.2 Each
        of
        Maxim, the Company and the Purchasers have the full right, power and authority
        to enter into this Agreement and this Agreement is a valid and legally binding
        obligation of Maxim, the Company and the Purchasers enforceable against them
        in
        accordance with its terms.

      


      4. Voting
        of Shares.
        If the
        Company solicits approval of its stockholders of a Business Combination,
        the
        Purchasers shall vote all of the shares of the Common Stock acquired by the
        Purchasers (i) pursuant to this Agreement, (ii) in the IPO and (iii) in the
        aftermarket following the IPO in favor of the Business Combination.

      


      5.  Waiver
        of Liquidation Distributions.
        In
        connection with the Placement Units purchased pursuant to this Agreement,
        the
        Purchasers hereby waive any and all right, title, interest or claim of any
        kind
        in or to any liquidating distributions by the Company in the event of a
        liquidation of the Company upon the Company's failure to timely complete
        a
        Business Combination. For purposes of clarity, any shares of Common Stock
        purchased in the IPO or the aftermarket by the Purchasers shall be eligible
        to
        receive any liquidating distributions by the Company. 

      


      6.  Restrictions
        on Transfer.
        The
        Purchasers agree to be bound by the transfer restrictions contained in that
        certain subscription agreement dated January 2, 2006 between the Company
        and
        George Sagredos (the “Subscription Agreement”).

      


      
        
          
          

        

        
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      7. Waiver
        of Claims; Indemnification. Each
        Purchaser hereby waives any and all rights to assert any present or future
        claims, including any right of rescission, against the Company, Maxim or
        the
        other underwriters in the IPO exclusively with respect to their purchase
        of the
        Placement Units hereunder, and each Purchaser agrees to indemnify and hold
        the
        Company, Maxim and the other underwriters in the IPO harmless from all losses,
        damages or expenses that relate to claims or proceedings brought against
        the
        Company, Maxim or such other underwriters by such Purchaser of the Placement
        Units arising solely out of the purchase of the Placement Units
        hereunder.

      


      8. Transfers
        and Assigns.
        In the
        event a Purchaser transfers or assigns any interest in the Placement Units,
        any
        such transferee or assignee, as a condition precedent to such transfer or
        assignment, shall agree to be bound by the terms of this Agreement and the
        Subscription Agreement. Such agreement to be bound shall be evidenced by
        an
        agreement, in form and substance satisfactory to the Company, duly executed
        by
        and among the Company, the Purchaser and the Purchaser’s transferee or
        assignee.

      


      9. Counterparts;
        Facsimile.
        This
        Agreement may be executed in any number of counterparts, each of which when
        so
        executed shall be deemed to be an original and all of which taken together
        shall
        constitute one and the same instrument. This Agreement or any counterpart
        may be
        executed via facsimile transmission, and any such executed facsimile copy
        shall
        be treated as an original.

       

      10.Governing
        Law.
        This
        Agreement shall for all purposes be deemed to be made under and shall be
        construed in accordance with the laws of the State of New York. Each of the
        parties hereby agrees that any action, proceeding or claim against it arising
        out of or relating in any way to this Agreement shall be brought and enforced
        in
        the courts of the State of New York or the United States District Court for
        the
        Southern District of New York, and irrevocably submits to such jurisdiction,
        which jurisdiction shall be exclusive. Each of the parties hereby waives
        any
        objection to such exclusive jurisdiction and that such courts represent an
        inconvenient forum.


      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the undersigned have executed this Agreement as of the __
        day
        of ____________ , 2006.

       

       

       

      
        	 	 	 
	 	ENERGY
                INFRASTRUCTURE ACQUISITION CORP.
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Marios
                Pantazopoulos, Chief Financial Officer
	 	 


      

       

      
        	 	 	 
	 	MAXIM
                GROUP
                LLC
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              


      

       

      
        	 	 	 
	 	PURCHASERS
	 
 	 
 	 
 
	 	   	 
	 	
                

              
	 	 


      

       

       

      
        
          
          

        

        
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