Exhibit
              10.24




AMENDED
      AND RESTATED




SHARE
      PURCHASE AGREEMENT




dated
      as
      of February 6, 2008




by
      and
      among




VANSHIP
      HOLDINGS LIMITED,




a
      Liberian corporation,




ENERGY
      INFRASTRUCTURE MERGER CORPORATION




a
      Marshall Islands corporation




and




ENERGY
      INFRASTRUCTURE ACQUISITION CORP.,




a
      Delaware corporation




relating
      to the purchase of shares of companies owning




9
      ocean-going vessels










Table
      of
      Contents





PageSECTION
                1.
            DEFINITIONS.
            1SECTION
                2.
            INTENTIONALLY
                OMITTED.
            13SECTION
                3.
            SALE
                AND PURCHASE.
            13SECTION
                4.
            COVENANTS
                OF THE SELLER.
            17SECTION
                5.
            COVENANTS
                OF EIAC AND THE BUYER.
            18SECTION
                6.
            REGISTRATION
                RIGHTS; LOCK UP.
            20SECTION
                7.
            DIVIDENDS.
            27SECTION
                8.
            NO
                SOLICITATION OF OTHER ACQUISITIONS.
            28SECTION
                9.
            DIRECTOR
                NOMINEES AND OFFICERS; MANAGEMENT STRUCTURE.
            29SECTION
                10.
            BINDING
                AGREEMENTS; NON-COMPETITION.
            30SECTION
                11.
            REPRESENTATIONS
                AND WARRANTIES OF THE SELLER.
            32SECTION
                12.
            REPRESENTATIONS
                AND WARRANTIES OF THE BUYER.
            41SECTION
                13.
            REPRESENTATIONS
                AND WARRANTIES OF EIAC.
            43SECTION
                14.
            CONDITIONS
                PRECEDENT TO THE OBLIGATIONS OF THE SELLER.
            45SECTION
                15.
            CONDITIONS
                PRECEDENT TO THE OBLIGATIONS OF THE BUYER AND EIAC.
            48SECTION
                16.
            FURTHER
                ASSURANCES AND OTHER MATTERS.
            50SECTION
                17.
            INDEMNITIES.
            51SECTION
                18.
            TAX
                RETURNS AND PRE-CLOSING TAXES AND STRADDLE PERIOD TAXES.
            53SECTION
                19.
            CONFIDENTIALITY
                AND ANNOUNCEMENTS.
            57SECTION
                20.
            TERM
                AND TERMINATION.
            58SECTION
                21.
            MISCELLANEOUS.
            58




i




Schedules




Schedule
                1 -
              Carry-Over
                  Financing




Schedule
              2 -
            Legal
                Proceedings




Schedule
              11(c) -
            Required
                Consents




Schedule
              11(d) -
            Ownership
                of SPV Shares




Schedule
              11(f) -
            Vessels




Schedule
              11(g) -
            Governmental
                Actions




Schedule
              11(j) -
            Tax
                sharing or allocation agreements




Schedule
              11(p) -
            Material
                Contracts




Schedule
              11(q) -
            Defaults;
                Breaches of Material Contracts




Schedule
              11(r) -
            Business
                Conduct




Schedule
              11(z) -
            Bank
                Accounts




Schedule
              12(g) -
            Buyer’s
                Corporate Documents




Schedule
              12(h) -
            Buyer’s
                outstanding shares of common stock, rights and
                warrants




Schedule
              12(j) -
            Buyer’s
                Contractual Liabilities




Schedule
              13(g) -
            EIAC’s
                Contractual Liabilities




Schedule
              13(h) -
            EIAC’s
                insider loans




Schedule
              13(i) -
            EIAC’s
                outstanding shares of common stock, rights and warrants and shares
                outstanding on a fully diluted
                basis




ii




**AMENDED
      AND RESTATED SHARE PURCHASE AGREEMENT**




THIS
      AMENDED AND RESTATED SHARE PURCHASE AGREEMENT, dated as of February 6, 2008
      (this “ *Agreemen* t”),
      is made by and among VANSHIP HOLDINGS LIMITED, a Liberian corporation (the
      “ *Seller* ”),
      ENERGY INFRASTRUCTURE MERGER CORPORATION, a Marshall Islands corporation (the
      “ *Buyer* ”),
      and ENERGY INFRASTRUCTURE ACQUISITION CORP., a Delaware corporation
      (“ *EIAC* ”).




**WITNESSETH:**




WHEREAS,
      to effect the Sale and Purchase the Seller, the Buyer and EIAC entered into
      that
      certain Share Purchase Agreement dated December 3, 2007 (the “ *Original
      Agreemen* t”),
      and wish to amend and restate the same as set forth below.




NOW,
      THEREFORE, in consideration of the foregoing premises, and the mutual covenants
      and agreements herein contained, and for other good and valuable consideration,
      the receipt and sufficiency of which are hereby acknowledged, the parties hereto
      agree as follows:




**SECTION
                1.**
            **DEFINITIONS****.**




(a)  *Definitions.* For
      purposes of this Agreement, the following terms shall have the following
      meanings:




*“Accounts”* means together the Audited Financial Statements and the Interim Financial
      Statements and any other financial statements as may be provided by Seller
      with
      respect to each of the SPVs.




“ *Acknowledgment
      and Agreement* ”
      means the acknowledgment and agreement in respect of Section 6(h)(ii) of this
      Agreement, and also as provided by (i) Robert Ventures Limited pursuant to
      which
      it agrees not to transfer any shares of EIAC common stock issuable to it upon
      conversion of the convertible promissory notes in the aggregate principal amount
      of $2,685,000 until the earlier of the termination of this Agreement pursuant
      to
      Section 20 hereof or the consummation of the business combination and (ii)
      the
      holders of the units purchased in the Initial Private Placement pursuant to
      which they agree not to transfer any of the common stock contained therein
      until
      the earlier of the termination of this Agreement pursuant to Section 20 hereof
      or the consummation of the business combination, as required to be executed
      pursuant to the terms of Section 14(p) hereof, such acknowledgment and agreement
      to be in form and substance satisfactory to the parties hereto and
      thereto.




“ *Acquisition
      Proposal* ”
      means any proposal of EIAC, the Buyer or an Affiliate of either to effect a
      business combination with a target business (other than with the
      Seller).




“ *Acquisition
      Registration Statement* ”
      means the Registration Statement on Form F-4 or S-4 to be filed by the Buyer
      with the SEC in connection with the Sale and Purchase.




“ *Action* ”
      means any claim, action, suit, arbitration, inquiry, proceeding or investigation
      by or before any Governmental Authority.




1




*“Affiliate”* **** means **** a
      Person who, directly or indirectly through one or more intermediaries, controls
      or is controlled by, or is under common control with, such Person. For purposes
      of this definition, “control”, when used with respect to any Person, means the
      possession, directly or indirectly, of the power to direct or cause the
      direction of the management and policies of such Person, whether through the
      ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have correlative meanings.




*“Ancillary
      Agreements”* **** means,
      collectively, the Acknowledgment and Agreements, the Dividend Waiver Agreements,
      the Management Agreement, the Dividend Escrow Agreement, SOC Escrow Agreement,
      the Option Agreement and all other agreements identified herein and required
      to
      be delivered in connection herewith or therewith .




“ *Aggregate
      Purchase Price* ”
      means, collectively, the Cash Consideration, the Stock Consideration and the
      Warrant Consideration.




“ *Arab
      Boycott Clause* ”
      means any clause in a Charter or other contract of employment for a Vessel
      that
      warrants, confirms or implies that the Vessel (or the SPV owning such Vessel)
      performing thereunder complies with the Arab League boycott of Israel or
      indicates that such Vessel is not blacklisted by the Arab League.




*“Audited
      Financial Statements”* **** means,
      collectively, the audited individual balance sheet of each SPV for each of
      the
      three fiscal years ended as of December 31, 2004, 2005, and 2006 or from the
      date of their incorporation, if later, and the related audited individual
      statements of income, retained earnings, stockholders’ equity and cash flows of
      such SPV, together with all related or required notes and schedules thereto,
      accompanied by the reports thereon of the Seller’s Accountants, all prepared in
      accordance with GAAP.




*“Business”* means the principal business of each SPV, which is ownership and chartering
      of
      VLCCs.




“b *usiness
      combination* ”
      shall have the meaning assigned such term in the prospectus summary of the
      Prospectus.




*“Business
      Day”* means a day (other than a Saturday, Sunday or public holiday) when banks in
      Hong
      Kong and New York are open for business.




“ *Buyer
      Common Stock* ”
      means the common stock, par value $.0001 per share, of the Buyer.




*“Buyer
      Indemnitees”* **** means,
      collectively, the Buyer, EIAC and their respective officers, directors,
      successors and permitted assigns, and each other person, if any, who controls
      the Buyer Indemnitees.




*“Buyer’s
      Portion”* shall have the meaning set forth in Section 18(f).




*“Carry-Over
      Financing”* means those financing arrangements described on **Schedule
      1** existing as of the Original Agreement Date in respect of the Vessels **;** provided that (a) the parties hereto shall amend and restate **Schedule
      1** on the Closing Date so that the financing arrangements described therein are
      those which the parties hereto mutually agree in
      writing will
      exist on and after the Closing Date (such mutual agreement not to be
      unreasonably withheld by any party; and (b) notwithstanding anything herein
      to
      the contrary, the Seller and/or the SPVs may amend, restate, pay or prepay
      any
      of the financing arrangements listed on **Schedule
      1** between the date hereof and the Closing Date with the consent of EIAC and the
      Buyer, such consent not to be unreasonably withheld or delayed.




2




“ *Cash
      Consideration* ”
      means $643,000,000 minus the principal amount of any Carry-Over Financing as
      of
      the Closing Date plus the sum of the Closing Date Net Current Assets of each
      SPV




“ *Charter* ”
      means the time charter of each Vessel by the relevant SPV to the Charterer
      named
      therein, as set forth in **Schedule
      11(q)** .




*“Charterer”* means the time charterer of any Vessel pursuant to a Charter.




*“Claims”* means any and all administrative, regulatory or judicial actions, suits,
      demands, demand letters, claims, liens, notices of non-compliance or violation,
      investigations, audits, proceedings, consent orders or consent
      agreements.




*“Closing”* means completion of the Merger and the Sale and Purchase in accordance with
      Section 3(c).




*“Closing
      Date”* has the meaning set forth in Section 3(c).




*“Closing
      Date Balance Sheet”* for an SPV shall mean a balance sheet of the SPV prepared by Seller in
      accordance with GAAP reflecting the assets and liabilities of the SPV on the
      Closing Date.




*“Closing
      Date Net Current Assets”* of an SPV shall mean the excess of the assets of such SPV shown on the Closing
      Date Balance Sheet of such SPV, other than such SPV’s Vessel, over the
      liabilities of such SPV shown on the Closing Date Balance Sheet, other than
      any
      liability for any Carry-Over Financing.




“ *Code* ”
      means, except as the context may otherwise state expressly, the U.S. Internal
      Revenue Code of 1986, as amended.




*“Competitive
      Business* ”
      means a business which can reasonably be regarded as being in direct competition
      with the Business during the Non-Compete Period.




*“Disclosed
      Legal Proceedings”* shall mean those litigations, arbitrations and other legal proceedings
      identified in **Schedule
      2** .




*“Disclosure
      Letter”* means the disclosure letter dated as of the Closing Date from the Seller to
      the
      Buyer and EIAC, and any other disclosure letter dated and delivered from the
      Seller to the Buyer and EIAC prior to the Closing Date pursuant to Section
      4(b)(x), in each case, in connection with the Seller’s representations and
      warranties under Section 11 hereof.




3




*“Dividend
      Escrow Agreement”* means the escrow agreement among the Buyer, the Escrow Agent and the parties
      named in Section 7(b) and (c) upon the terms and conditions of which the
      Dividend Waiver Securities held by the parties identified in Section 7(b) and
      (c) shall be held in escrow, such escrow agreement to be in form and substance
      reasonably acceptable to the Buyer, the Escrow Agent and the parties identified
      in Section 7(b) and (c).




*“Dividend
      Waiver Agreement”* means
      an agreement between the Buyer and the parties named in Section 7(b) and (c)
      pursuant to which the parties named in Section 7(b) and (c) agree to waive
      all
      rights to receive the First Year Dividend (whenever paid) in respect of the
      Dividend Waiver Securities, such Dividend Waiver Agreement to be in form and
      substance reasonably acceptable to the parties hereto and thereto.




*“Dividend
      Waiver Securities”* means
      all shares of Buyer Common Stock and any warrant, right, option or other form
      of
      security exercisable or convertible for Buyer Common Stock, except for an
      aggregate of 5,268,849 shares of EIAC common stock held by the Initial
      Stockholders, which are already held in escrow pursuant to the Stock Escrow
      Agreement (and the corresponding Shares of Buyer Common Stock to be issued
      upon
      the Merger).




*“EBITDA”* means,
      for any period, the sum of: revenue less operating expenses excluding gains
      or
      losses on disposal of property and equipment. For the avoidance of doubt, (i)
      depreciation and amortization, impairment of assets, non-recurring costs or
      expenses, extraordinary items, unusual items, and any other non operating income
      or expenses shall not be included in the calculation of EBITDA and (ii) all
      items referred to in this definition of EBITDA shall be determined in accordance
      with U.S. generally accepted accounting principles in effect as of the date
      of
      this Agreement.




“ *Effective
      Time* ”
      has the meaning set forth in Section 3(c)(i).




*“Employee* ”
      means any person employed by any SPV under a contract of employment but does
      not
      include any crew member manning any Vessel under the applicable technical
      management contract.




*“Employment
      Legislation”* means legislation applying in Hong Kong affecting contractual or other relations
      between employers and their employees or workers, including but not limited
      to
      any legislation and any amendment, extension or re-enactment of such
      legislation.




*“Environmental
      Claims* ”
      means Claims relating in any way to any Environmental Law or any Environmental
      Permit, including, without limitation, (a) any and all Claims by Governmental
      Authorities for enforcement, cleanup, removal, response, remedial or other
      actions or damages pursuant to any applicable Environmental Law and (b) any
      and
      all Claims by any person seeking damages, contribution, indemnification, cost
      recovery, compensation or injunctive relief resulting from Hazardous Materials
      or arising from alleged injury or threat of injury to health, safety or the
      environment.




*“Environmental
      Laws”* means any federal, state, regional or foreign law, statute, treaty, regulation,
      policy, guidance, order, injunction, judgment or decision of any Governmental
      Authority relating to the protection of natural resources, the environment
      and
      public and employee health and safety and shall include, without limitation,
      the
      International Convention for the Prevention of Pollution from Ships, and, in
      each case, the regulations promulgated pursuant thereto, and any applicable
      analogous state statutes, and the regulations promulgated pursuant thereto,
      as
      such laws have been amended or supplemented.




4




*“Environmental
      Permits* ”
      means all permits, approvals, identification numbers, licenses and other
      authorizations required under any applicable Environmental Law.




*“Escrow
      Agent”* means Fortis Capital Corp. acting through its office located at 520 Madison
      Avenue, New York, New York 10022.




*“Escrow
      Shares”* shall have the meaning assigned such term in the Stock Escrow
      Agreement.




*“Estimated
      Tax Returns”* means any Tax Returns filed or to be filed in connection with estimated Tax
      payments which estimated Tax payments are to be made on or before the Closing
      Date.




“ *Exchange
      Act* ”
      means the U.S. Securities Exchange Act of 1934, as amended, and the rules and
      regulations of the SEC thereunder, as the same shall be in effect from time
      to
      time.




“ *Financing* ”
      shall mean a written commitment from a lending institution to make available
      to
      the Buyer a credit facility in such amount and on such terms as shall be agreed
      to by and among Buyer, Seller and EIAC (and without requiring any continuing
      guarantees or security from Seller or any Seller’s Affiliates).




*“Financing
      Private Placement”* means
      the private placement of up to 5 million Financing Private Placement Units
      at a
      purchase price of $10.00 per unit for an aggregate purchase price of up to
      $50
      million.




*“Financing
      Private Placement Unit”* means a unit consisting of one share of Buyer Common Stock and one warrant
      to
      purchase one share of Buyer Common Stock, exercisable at $8.00 per warrant,
      substantially in the form of the IPO Warrants.




*“First
      Anniversary”* means the date corresponding to the first anniversary of the Closing
      Date.




*“First
      Fiscal Year”* means a fiscal year of the Buyer commencing on the Closing Date and ending
      on
      the First Anniversary.




*“First
      Year Dividend”* means a cash dividend in the amount of $1.54 per share of Buyer Common Stock
      to
      be paid for the First Fiscal Year.




*“GAAP”* means generally accepted accounting principles in the United States of America
      in effect from time to time.




*“Governmental
      Approvals”* means **** all
      governmental filings, authorizations and approvals that are required (if any)
      for the Merger and the Sale and Purchase.




5




*“Governmental
      Authority”* means any federal, national, supranational, international, state, regional,
      local or provincial government, governmental, regulatory or administrative
      authority, agency, instrumentality or commission or any court, tribunal, or
      judicial or arbitral body.




*“Hazardous
      Materials”* means (a) any compound or chemical that is defined, listed or otherwise
      classified as a toxic pollutant, toxic or hazardous substance, extremely
      hazardous substance or chemical or hazardous waste, medical waste, bio-hazardous
      or infectious waste under or regulated by Environmental Laws; (b) petroleum,
      petroleum-based or petroleum-derived products; and (c) polychlorinated
      biphenyls.




*“IACS”* means
      the International Association of Classification Societies.




*“Indebtedness”* **** means
      with respect to any Person to the extent required to be reflected as a liability
      on a balance sheet for such Person prepared in accordance with GAAP, (a) any
      indebtedness for borrowed money or issued in substitution for or exchange of
      indebtedness for borrowed money, (b) any indebtedness evidenced by any note,
      bond, debenture or other debt security, (c) any indebtedness for the deferred
      purchase price of property or services with respect to which a Person is liable,
      contingently or otherwise, as obligor or otherwise (other than trade payables
      and other current liabilities incurred in the ordinary course of business),
      (d)
      any obligations under capitalized leases with respect to which a Person is
      liable as obligor, (e) any indebtedness secured by a Lien on a Person’s assets,
      (f) any distributions payable or loans/advances payable to any Affiliates,
      shareholders or partners as of the Closing, which are not paid at Closing,
      (g)
      any other liabilities recorded in accordance with GAAP on the balance sheet
      of
      such Person which are not due within one year of the Closing, and (h) any
      accrued interest, prepayment penalties and premiums on any of the
      foregoing.




*“Initial
      Private Placement”* means
      the private placement of EIAC units made in accordance with Regulation S under
      the Securities Act as described in the Prospectus.




*“Initial
      Stockholders”* shall have the meaning assigned such term in the Stock Escrow
      Agreement.




*“Initial
      Stockholders’ Undertaking”* shall have the meaning assigned such term in Section 5(a)(vi).




*“Interim
      Financial Statements”* means
      the unaudited balance sheets of the SPVs as of September 30, 2006 and September
      30, 2007 and the related statements of income, retained earnings, stockholders’
equity and cash flows of such SPVs, together with all related or required notes
      and schedules thereto applicable for financial statements of such nature, all
      prepared in accordance with GAAP.




*“IPO”* means
      EIAC’s initial public offering made pursuant to the Prospectus.




*“IPO
      Warrants”* means
      the warrants contained in the units sold to the public in connection with the
      IPO.




*“JVCo”* means
      the Bahamas corporation in which Seller is a shareholder.




6




*“Key
      Person”* means each of Captain Charles Arthur Joseph Vanderperre (“ *Captain
      Vanderperre* ”)
      and Mr. Fred Cheng.




“ *Knowledge
      of the Seller* ”
      or any similar phrase means the actual knowledge of each of Captain Vanderperre
      and Mr. Fred Cheng.




*“Laws”* in respect of any Person means any applicable national, international, federal,
      state, local or foreign statute, law, ordinance, regulation, rule, code,
      executive order, injunction, judgment, decree or other order of any Governmental
      Authority to which that Person is subject.




“ *Liabilities* ”
      means any and all debts, liabilities and obligations, whether accrued or fixed,
      absolute or contingent, matured or unmatured or determined or determinable,
      arising under any Law or Action and those arising under any contract, agreement,
      arrangement, commitment or undertaking.




“ *Lien* ”
      means any lien, mortgage, security interest, tax lien, pledge, encumbrance,
      conditional sale or title retention arrangement, or any other interest or equity
      of any Person (including any right to acquire, option or right of pre-emption)
      in property designated to secure the repayment of indebtedness, or other adverse
      claim or restriction whether arising by agreement or under any statute or law,
      or otherwise.




*“Losses”* means all direct losses, damages, judgments, awards, orders, settlements, costs
      and expenses (including, without limitation, interest, penalties, court costs
      and reasonable legal fees and expenses, but excluding any incidental damages,
      consequential damages, special damages, damages arising out of business
      interruption or lost profits, damages arising through the application of any
      statutory multiplier to any Losses, punitive damages or loss of
      reputation).




*“Management
      Agreement”* means
      the agreement to be executed between the Buyer and the Management Company for
      the provision of the Management Services, such agreement to be in form and
      substance acceptable in the sole discretion of each of the Buyer and
      Seller.




*“Management
      Company”* means Vanship
      Group Limited, a company incorporated under the laws of Bermuda (to be renamed
      prior to Closing as “Van Asia Capital Management Limited”).




“ *Management
      Services* ”
means
      the commercial and technical management of the Vessels and related crewing
      services, and the provision of appropriate premises and equipment, staffing
      and
      administrative and accounting services and related activities in connection
      with
      the operation of the business of EIMC following Closing, including the provision
      of the services of the Key Persons.




*“Maritime
      Guideline”* means **** any
      rule, code of practice, convention, protocol, guideline or similar requirement
      or restriction to which a Vessel is subject that is imposed or published by
      any
      Governmental Authority, the International Maritime Organization, such Vessel’s
      classification society or the insurer(s) of such Vessel.




7




“ *Material
      Adverse Effect* ”
      means any circumstance, change in, or effect on the Vessels or the SPVs that,
      individually or in the aggregate with any other circumstances, changes in,
      or
      effects on, the SPVs or the Vessels is, or might reasonably be expected to
      be,
      materially adverse to the business, operations, assets or liabilities, employee
      relationships, customer or supplier relationships, prospects, results of
      operations or the condition (financial or otherwise) of the SPVs or the Vessels
      on an individual or aggregate basis; provided , however ,
      that “Material Adverse Effect” shall not include the impact on such business,
      operations, assets or liabilities, employee relationships, customer or supplier
      relationships, prospects, results of operations or the condition (financial
      or
      otherwise) of the SPVs or the Vessels solely arising out of or solely
      attributable to: (i) conditions or effects that generally affect the industries
      in which the SPVs or the Vessels operate (including legal and regulatory
      changes), (ii) effects resulting from changes in general economic or political
      conditions, (iii) effects resulting from changes affecting capital market
      conditions (including in the case of each of clauses (i) and (ii) above, any
      effects or conditions resulting from an outbreak or escalation of hostilities,
      war, acts of terrorism, political instability or other national or international
      calamity, crisis, emergency, epidemic or natural disaster, or any governmental
      or other response to any of the foregoing, in each case whether or not involving
      the United States), (iii) effects resulting from changes in laws or GAAP, (iv)
      effects relating to the announcement of the execution of this Agreement or
      the
      transactions contemplated hereby, assuming compliance with Section 19 hereof,
      (v) effects resulting from compliance with the terms and conditions of this
      Agreement or the transactions contemplated hereby by the Seller or any SPV
      or
      consented to in writing by the Buyer or (vi) effects resulting from any action
      or omission of the Buyer or any of its Affiliates other than as permitted or
      contemplated pursuant to the terms of this Agreement. For the avoidance of
      doubt, a Material Adverse Effect shall be measured only against past performance
      of the SPVs and the Vessels, and not against any forward-looking statements,
      financial projections or forecasts of the Seller or any SPV.




“ *Material
      Contract* ”
      has the meaning set forth in Section 11(p).




“ *Merger* ”
      means the business combination of EIAC with the Buyer to be effected by way
      of a
      merger in which the Buyer is the surviving corporation.




*“Merger
      Proxy”* means the Proxy Statement to be filed with the SEC by EIAC pursuant to Section
      14(a) of the Exchange Act in connection with the Merger.




“ *NASD* ”
      shall mean the National Association of Securities Dealers, Inc., or any
      successor self regulatory organization.




*“Non-Compete
      Period”* means
      the period commencing on the Closing Date and ending on the third anniversary
      thereof.




“ *Option
      Vessels* ”
      means each of the newbuilding vessels described in the Option
      Agreement.




*“Option
      Agreement”* means the agreement to be executed between the Buyer and the Option Vessel
      Seller(s) pursuant to which the Buyer shall have the option to acquire the
      ownership interest in the Option Vessels held by such Option Vessel Seller(s)
      until 90 days before the delivery date of each Option Vessel at the higher
      of
      fair market value of or the price offered by a Third Party for such Option
      Vessel on the date of the Buyer’s proposed exercise of such option, such Option
      Agreement to be in form and substance reasonably acceptable to Seller, EIAC
      and
      Buyer.




8




*“Option
      Vessel Seller(s)”* means, in respect of the Option Vessels, the Seller and/or one or more
      subsidiaries of the Seller that in each case has an ownership interest in one
      or
      more of such vessels.




*“Order”* **** means
      any judgment, order, decree, writ, ruling, charge or injunction issued by any
      court or Governmental Authority or administrative body or agency or arbitral
      authority.




*“Original
      Agreement Date”* **** means
      the date of the Original Agreement.




“ *Out-of-Pocket
      Expenses* ”
      shall include, but not be limited to, reasonable attorney’s fees, accountant
      fees and other related professional fees and disbursements.




“ *Permits* ”
      means all the health and safety and other permits (including, without
      limitation, Environmental Permits) licenses, authorizations, certificates,
      exemptions and approvals of Governmental Authorities necessary for the current
      use and operation of the relevant Vessel and the conduct of the
      Business.




“ *Permitted
      Liens* ”
      means (a) Liens disclosed in the Accounts or any Schedules to this Agreement,
      (b) Liens created or permitted by the Carry-Over Financing, (c) Liens for Taxes
      not yet due and payable or which are being contested diligently and in good
      faith by appropriate proceedings, as set forth in **Schedule
      2** ,
      (d) mechanics’, workmens’, repairmens’, warehousemens’, carriers’ or other like
      Liens arising in the ordinary course of business of the SPVs, any of which
      do
      not exceed $500,000 on an individual basis or $1,000,000 in the aggregate,
      (e)
      Liens securing rental payments under capitalized leases, (f) Liens that do
      not
      otherwise materially detract from the value or current use of the applicable
      asset, (g) Liens to be removed, and which are actually removed, prior to or
      at
      Closing, (h) Liens for which title insurance coverage, bonding or an
      indemnification has been obtained, (i) Liens for current crew wages not
      exceeding three (3) months, (j) Liens for salvage or general average, (k) Liens
      arising from the supply of goods and/or services to any Vessel in the ordinary
      course of business, (l) Liens arising under charters (including the Charters)
      entered into in the ordinary course of business and (m) Liens securing claims
      which are completely covered by insurance.




*“Person”* **** means
      any individual, partnership, firm, corporation, joint venture, association,
      trust, unincorporated organization, limited liability company, limited liability
      partnership or other legal entity.




*“Pre-Closing
      Taxes”* means all Taxes (other than those arising as a result of a Section 338 Election)
      incurred by, imposed on or asserted against any SPV for a Pre-Closing Tax
      Period.




*“Pre-Closing
      Tax Period”* means any tax period of an SPV ended or ending on or before the Closing
      Date.




*“Pre-Closing
      Tax Returns”* means
      any and all Tax Returns of an SPV for each Pre-Closing Tax Period.




9




*“Prepaid
      Taxes”* means all payments of Taxes made in respect of the Tax liability of any SPV
      (whether by reason of an estimated Tax payment or otherwise) on or prior to
      the
      Closing Date, including any refunds or credits attributable to a Pre-Closing
      Tax
      Period, applied to a Straddle Period.




*“Prospectus”* means the Final Prospectus dated July 18, 2006 with respect to the
      IPO.




“ *Registrable
      Securities* ”
      shall mean (a) the Buyer Common Stock issued to and owned by the Seller or
      any
      Seller’s Affiliates as the Stock Consideration, (b) the shares of Buyer Common
      Stock underlying the warrants transferred to the Seller as Warrant Consideration
      and owned by the Seller or any Seller’s Affiliates, (c) the Buyer Common Stock
      issued to and owned by the Seller or any Seller’s Affiliates pursuant to the
      terms of Section 3(d) of this Agreement and (d) the Buyer Common Stock contained
      in the Financing Private Placement Units and the Buyer Common Stock issuable
      upon exercise of the warrants contained therein issued to and owned by the
      Seller or any Seller’s Affiliates.




“ *Registrable
      Securities Holder* ”
      shall mean any of the Seller or a Seller’s Affiliate holding the Registrable
      Securities.




*“Registration
      Buyer Indemnitees”* means, collectively, the Buyer, the Buyer Indemnitees and any other person
      (including each underwriter) who participated in the offering of such
      Registrable Securities.




“ *Requested
      Stock* ”
      shall have the meaning set forth in Section 6(b)(ii).




*“Resale
      Registration Statement”* means a registration statement filed by the Buyer with the SEC on Form F-1
      or
      S-1 (or Form F-3 or S-3 (or other comparable short form) if eligible) under
      the
      Securities Act for the purpose of registering the resale of Registrable
      Securities.




*“Reserved
      Tax Liability”* means that part of Seller’s Portion of any Straddle Period Taxes of an SPV which
      is shown as a current liability on the Closing Date Balance Sheet of such
      SPV.




“ *Sale
      and Purchase* ”
      means the sale by the Seller and the purchase by the Buyer of the SPV Shares
      in
      accordance with the terms of this Agreement.




“ *SEC* ”
      means the United States Securities and Exchange Commission.




“ *Section
      338 Election* ”
      means an election that may be made by the Buyer or any of its nominated
      subsidiaries under Section 338(g) of the Code in respect to the acquisition
      of
      the SPV Shares hereunder.




“ *Securities
      Act* ”
      shall mean the U.S. Securities Act of 1933, as amended, and the rules and
      regulations of the SEC thereunder, as the same shall be in effect from time
      to
      time.




“ *Seller’s
      Affiliates* ”
      mean any entity which is an Affiliate of the Seller.




10




“ *Seller’s
      Indemnitees* ”
      means, collectively, the Registrable Securities Holders, their respective
      directors and officers and each other person, if any, who controls the
      Registrable Securities Holders.




*“Seller’s
      Portion”* shall
      have the meaning set forth in Section 18(f).




*“SK
      Shipping”* means SK Shipping Co. Limited, a Korean corporation.




*“SK
      Shipping Venture”* means the agreement between JVCo and SK Shipping in respect of a profit and
      loss
      share for a VLCC that is chartered to SK Shipping.




*“SOC
      Escrow Agreement”* means the escrow agreement among the Buyer, the Seller and the Escrow Agent
      upon
      the terms and conditions of which the SOC Escrow Amount shall be held in escrow,
      in form and substance reasonably acceptable to the Buyer, the Seller and the
      Escrow Agent.




*“SOC
      Escrow Amount”* means $17,250,000.




*“SPV”* means each corporation indicated on **Schedule
      11(f)** ,
      which wholly owns a Vessel.




*“SPV
      Shares”* means all the outstanding ordinary shares of an SPV on the Closing
      Date.




“ *Stock
      Consideration* ”
      means 13,500,000 shares of the Buyer Common Stock.




*“Stock
      Escrow Agreement”* means that certain Stock Escrow Agreement dated as of July 21, 2006 among EIAC,
      the Initial Stockholders and Continental Stock Transfer & Trust
      Company.




“ *Straddle
      Period* ”
      means any tax period of an SPV that begins on or before the Closing Date and
      ends after the Closing Date.




“ *Straddle
      Period Tax Return* ”
      means any Tax Return of an SPV that relates to a Straddle Period.




“ *Straddle
      Period Taxes* ”
      means all Taxes (other than those arising as a result of a Section 338 Election)
      incurred by, imposed on, or asserted against any SPV for a Straddle
      Period.




“ *Surviving
      Corporation* ”
      has the meaning set forth in Section 14(f).




“ *target
      business* ”
      shall have the meaning assigned such term in the prospectus summary of the
      Prospectus.




“ *Tax* ”
      or “ *Taxes* ”
      means (i) any and all taxes, fees, levies, duties, tariffs, imposts, and other
      charges of any kind (together with any and all interest, penalties, additions
      to
      tax and additional amounts imposed with respect thereto) imposed by any
      Governmental Authority, including any income, franchise, windfall or other
      profits, gross receipts, property, sales, use, capital stock, payroll,
      employment, social security, workers’ compensation, unemployment compensation,
      net worth, excise, withholding, ad valorem, stamp, transfer, value added, gains,
      license, registration, documentation, recording, occupancy, occupation,
      estimated, minimum, customs, duties, tariffs or other similar taxes and charges,
      whether disputed or not, (ii) any liability for or in respect of the payment
      of
      any amount of a type described in clause (i) of this definition as a result
      of
      being a member of an affiliated, combined, consolidated, unitary or other group
      for Tax purposes, and (iii) any liability for or in respect of the payment
      of
      any amount described in clauses (i) or (ii) of this definition of another Person
      as a transferee or successor, as a responsible person, as a result of a tax
      sharing or allocation agreements, or otherwise.




11




*“Tax
      Matter”* means any inquiry, claim, assessment, audit, proceeding or similar event with
      respect to Taxes.




*“Tax
      Returns”* means any and all returns, reports, forms, claims for refund or credit, and
      information returns filed or required to be filed with any Governmental
      Authority (including any Schedule or attachment thereto) in connection with
      the
      reporting, determination, assessment, collection or payment of any
      Tax.




*“Third
      Parties”* means all Persons and Governmental Authorities other than parties to this
      Agreement or their Affiliates.




*“Third
      Party Approvals”* **** means **** all
      approvals, consents, licenses and waivers from Third Parties that are required
      to effect the Merger and the Sale and Purchase.




*“Third
      Party Claim* ”
      means a claim for money damages brought by a Third Party.




“ *Trust
      Fund* ”
      has the meaning set forth in Section 16(d).




“ *Trust
      Fund Claim* ”
      has the meaning set forth in Section 16(d).




“ *Univan* ”
      means Univan Ship Management Limited.




“ *$* ”
      means an amount expressed in United States dollars, the currency of the United
      States of America.




“ *Vessel* ”
      or “ *Vessels* ”
      means each of the vessels listed on **Schedule
      11(f)** .




*“VLCC”* means a crude oil carrier vessel with a deadweight tonnage between 200,000
      and
      320,000 deadweight tons.




*“Warrant
      Consideration”* means an aggregate of 425,000 warrants to purchase Buyer Common
      Stock.




*“Worker”* means any person who personally performs services for any SPV but who is not
      in
      business on their own account or in a client/customer relationship, but does
      not
      include any crew member manning any Vessel under the applicable technical
      management contract.




(b)  Section
      and appendix or schedule or exhibit headings do not affect the interpretation
      of
      this Agreement.




12




(c)  Words
      in the singular include the plural and in the plural include the
      singular.




(d)  A
      reference to one gender includes a reference to the other gender, and a
      reference to “including” means “including without limitation.”




(e)  A
      reference to a statute or statutory provision is a reference to it as it is
      in
      force taking account of any amendment, extension or re-enactment and includes
      any subordinate legislation in force made under it.




(f)  *Writing* or *written* includes faxes but not e-mail.




(g)  Documents
      in *agreed
      form* are documents in the form agreed by the parties or on their behalf and initialed
      by them or on their behalf for identification.




(h)  References
      to Sections, Schedules and Exhibits are to the Sections and Schedules of this
      Agreement; references to paragraphs are to paragraphs of the relevant Section
      or
      Schedule or Exhibit.




(i)  Reference
      to this Agreement include this Agreement, the Schedules and the Exhibits (which
      are an integral part of this Agreement) as each may be amended or varied in
      accordance with the terms hereof.




**SECTION
                2.**
            **INTENTIONALLY
                OMITTED****.**




**SECTION
                3.**
            **SALE
                AND PURCHASE****.**




(a)  On
      the terms of this Agreement, and immediately after the Merger, the Seller shall
      sell and transfer or cause to be sold and transferred to the Buyer or its
      nominated subsidiaries all of the SPV Shares and the Buyer shall buy and pay
      for
      all of the SPV Shares for the Aggregate Purchase Price. Such SPV Shares shall
      be
      free of all Liens (other than such Liens imposed by the Carry-Over Financing)
      and with all rights that attach (or may in the future attach) to such SPV Shares
      including, in particular, the right to receive all dividends and distributions
      declared in respect of any period commencing on or after the Closing Date and
      for the avoidance of doubt the Seller shall retain and be entitled to receive
      and retain for its own benefit all dividends and distributions declared in
      respect of any period up to the Closing Date.




(b)  The
      Seller on behalf of itself, JVCo and Golden Asia Limited waives any right of
      pre-emption or other restriction on transfer in respect of the SPV Shares or
      any
      of them conferred on the Seller or JVCo under the organizational documents
      of
      any SPV, any shareholders’ agreement or otherwise.




(c)  Subject
      to Section 20, the Closing shall take place as soon as practicable after the
      satisfaction or waiver of each of the conditions set forth in Sections 14 and
      15
      hereof or at such other time as the parties hereto agree (the “ *Closing
      Date* ”)
      as soon as practicable following the receipt of the shareholder approval
      required under Section 14(g). The Closing shall take place at the offices of
      Loeb & Loeb LLP, 345 Park Avenue, New York, New York 10154, or at such other
      location as the parties hereto agree.




13




In
      connection with the Closing:




(i)  the
      Buyer and EIAC shall cause the Merger to be consummated immediately prior to
      the
      Closing (the time of such consummation of the Merger being the “ *Effective
      Time* ”).
      Upon the consummation of the Merger, Buyer’s name shall be changed to Van
      Asia
      Tankers Corporation (or such other name which is acceptable to and as may be directed by
      Seller).




(ii)  the
      Ancillary Agreements shall be executed by each party thereto ( **provided
      that** in the event that the Seller obtains deletion of the “mutual sales option”
clause from the Charter of the SHINYO OCEAN, then notwithstanding the foregoing,
      execution of the SOC Escrow Agreement shall not be required).




(iii)  from
      the Cash Consideration otherwise due pursuant to Section 3(a) above the Buyer
      shall:




(A)  deposit
      the SOC Escrow Amount into the account designated in the SOC Escrow Agreement
      ( **provided
      that** in the
      event that the Seller obtains deletion of the “mutual sales option” clause from
      the Charter of the SHINYO OCEAN, then notwithstanding the foregoing, the SOC
      Escrow Amount shall not be payable to the account designated in the SOC Escrow
      Agreement but shall instead be payable under the immediately following clause
      (B) of this clause (iii)); and




(B)  pay
      the
      balance of the Cash Consideration to the Seller to such account(s) as the Seller
      shall direct, in each case, in immediately available funds ( **provided
      that** the
      Buyer shall deduct from such Cash Consideration and retain an amount equal
      to
      the consideration payable by the Seller for the Financing Private Placement
      Units purchased by the Seller).




(iv)  the
      Buyer shall deliver (or shall arrange to be delivered) to the Seller one or
      more
      share certificates representing the Stock Consideration and effect the transfer
      from one or more of the Initial Stockholders (free of cost to the Seller) of
      one
      or more warrants representing the Warrant Consideration, in each case registered
      in the name of the Seller or such Seller’s Affiliates as the Seller may
      designate in writing.




(v)  the
      Seller shall deliver to the Buyer (or its nominated subsidiaries) appropriate
      stock transfer documents in respect of all of the SPV Shares duly executed
      by
      the registered owner thereof together with share certificates representing
      such
      SPV Shares, as required in order to fully effect the transfer thereof to Buyer
      (or its nominated subsidiaries) subject only to execution of appropriate stock
      transfer documents by the Buyer or its nominated subsidiaries and payment of
      applicable stamp duty, except for such share certificates as may be retained
      by
      the financing institutions in connection with the Carry-Over
      Financing.




(vi)  the
      Seller shall deliver to the Buyer the written resignation of the directors
      and
      officers of each SPV if required to do so by the Buyer.




14




(vii)  each
      SPV will assign to Seller all of its rights to any litigation (including
      arbitration or mediation proceedings) commenced in any part of the world prior
      to the Closing Date ( *“Assignment
      of Rights”* )
      and Seller will assume and agree to indemnify each SPV in connection with all
      costs, expenses and other liabilities in connection with such assigned rights
      ( *“Assumption
      of Liabilities”* ), **provided
      that** where it is or may be contrary to the applicable law to assign such rights
      or to
      maintain or participate in such an action, the relevant SPV shall permit Seller
      at Seller’s sole cost and expense to undertake such proceedings in its name and
      on its behalf and shall hold all proceeds of such proceedings which it may
      actually receive in trust for Seller absolutely.




(viii)  Mr.
      George Sagredos shall receive an aggregate of 1 million units of the Buyer,
      each
      unit consisting of one share of Buyer Common Stock and a warrant to purchase
      one
      share of Buyer Common Stock at an exercise price of $8.00 per share
      substantially in the form of the IPO Warrants. Mr. Sagredos shall in his sole
      discretion have the right to direct the issuance of 500,000 of such units to
      Mr.
      Marios Pantazopoulos. The shares of Buyer Common Stock, warrants and the shares
      of Buyer Common Stock issuable upon exercise thereof shall have the same
      registration and other
      rights contained in Section 6 of this Agreement and,
      solely for the purposes of such Section 6 rights, shall be deemed to be
      Registrable Securities, and Mr. Sagredos and Mr. Pantazopoulos (or any
      transferees of such securities) shall be deemed to be a holder of Registrable
      Securities.




(ix)  all
      Dividend Waiver Securities
      shall be deposited with (in the case of certificated shares), or registered
      in
      the name of (in the case of uncertificated shares), the Escrow Agent pursuant
      to
      the terms of the Dividend Escrow Agreement.




(d)  In
      addition to the Aggregate Purchase Price, the following shall constitute
      additional consideration to be paid by the Buyer to the Seller for the
      acquisition by the Buyer of the SPV Shares:




(i)  With
      respect to the first full twelve month period following the Closing Date, in
      the
      event that the Vessels achieve EBITDA for such period equal to or in excess
      of
      $75,000,000, then the Seller shall be entitled to receive, within 30 days
      following the end of such period, an additional 3,000,000 shares of Buyer Common
      Stock at no cost. Any expense or other charge to earnings incurred in
      conjunction with the award of these additional shares or other shares awarded
      to
      EIAC or management will be added back to EBITDA for purposes of calculating
      the
      share award. In the event that the Buyer sells any of the Vessels during the
      first full twelve month period after the Merger, the consolidated EBITDA hurdle
      for the first twelve month period will be reduced by an amount calculated as
      follows:




15




First
      Twelve Month Reduction =A * (365/C - 1) -
      (D*E*(1-y%)).




where




A
      = actual EBITDA contribution for the first twelve month period from the Vessel
      in question up to and including the closing of the sale of such
      Vessel,




C
      = the number of days during the first twelve month period up to and including
      the closing date of the sale of such Vessel,




D
      = the
      number of days of the scheduled offhire after the sale of such Vessel (i.e.,
      drydock or special survey) during the first twelve-month period,




E
      = the
      gross time charter rate of such Vessel for the first twelve-month period, as
      presented in Schedule 11(p)(vi), and




y%
      = the
      brokerage commission on the gross time charter rate of such Vessel, as presented
      in Schedule 11(p)(vi).




The
      consolidated EBITDA hurdle for the second twelve month period shall be reduced
      by an amount calculated as follows:




Second
      Twelve Month Reduction = A *(365/C) - (D*E *
      (1-y%)) .




where




D
      = the
      number of days of the scheduled offhire after the sale of such Vessel (i.e.,
      drydock or special survey) during the first twelve-month period,




E
      = the
      gross time charter rate of such Vessel for the second twelve-month period,
      as
      presented in Schedule 11(p)(vi) ,
      and




y%
      = the
      brokerage commission on the gross time charter rate of such Vessel, as presented
      in Schedule 11(p)(vi).




To
      illustrate, assume Buyer sells Vessel X on the 90th day of the first twelve
      month period after the Closing Date, and that during the period from the Closing
      Date up to and including the close of the 90th day Vessel X has earned EBITDA
      of
      US$2,000,000. Assume also that Vessel X is due for drydock during the first
      twelve month period with projected 20 offhire days and Vessel X is earning
      a
      gross charter rate of $28,000 per day less 1.25% brokerage commission. Then
      the
      EBITDA hurdle rate for purposes of calculating the earnout consideration for
      the
      first twelve months would
      be reduced by US$5,558,111, calculated as follows:




US$2,000,000
      * (365/90 - 1) - (US$28,000 * (1-1.25%) * 20) = US$5,558,111




and
      the EBITDA hurdle for the second twelve month period would be reduced
      by




US$2,000,000
      * (365/90) - (US$28,000 * (1-1.25%) * 0) = US$8,111,111




16




***plus***




(ii)  With
      respect to the second twelve month period following the Closing Date, in the
      event that the Vessels achieve EBITDA for such period equal to or in excess
      of
      $75,000,000, then the Seller shall be entitled to receive within 30 days
      following the end of such period, an additional 3,000,000 shares of Buyer Common
      Stock at no cost. Any expense **or
      other charge to earnings** incurred
      in conjunction with the award of these additional shares or other shares awarded
      to EIAC or management will be added back to EBITDA for purposes of calculating
      the share award. In the event that the Buyer sells any of the Vessels during
      the
      second twelve month period after the Merger, the consolidated EBITDA hurdle
      for
      the second twelve month period will be reduced by an amount calculated as
      follows:




Second
      Twelve Month Reduction =A * (365/C - 1) -
      (D*E*(1-y%)).




where




A
      = actual EBITDA contribution for the Vessel for the second twelve month period
      up to and including the closing of the sale of such Vessel,




C
      = the number of days during the second twelve month period up to and including
      the closing date of the sale of such Vessel,




D
      = the
      number of days of the scheduled offhire after the sale of such Vessel (i.e.,
      drydock or special survey) during the second twelve-month period,




E
      = the
      gross time charter rate of such Vessel for the second twelve-month period,
      as
      presented in Schedule 11(p)(vi), and




y%
      = the
      brokerage commission on the gross time charter rate of such Vessel, as presented
      in Schedule 11(p)(vi).




For
      the avoidance of doubt, the additional 6,000,000 shares of Buyer Common Stock,
      if issued in accordance with subclauses (i) and (ii) above, shall not be subject
      to any lock-up from the date of any such issuance.




**SECTION
                4.**
            **COVENANTS
                OF THE SELLER****.**




(a)  The
      Seller will use its best efforts to deliver to EIAC no later than December
      14,
      2007 (or such later date as shall be agreed to in writing between EIAC and
      Seller) true and complete copies of the Audited Financial Statements and the
      Interim Financial Statements, accompanied by a related Management’s Discussion
      and Analysis of Financial Condition in form and substance in accordance with
      the
      requirements of the Securities Act for purposes of the Merger Proxy and the
      Acquisition Registration Statement.




17




(b)  From
      the Original Agreement Date, through and including the Closing Date, the Seller
      shall:




(i)  use
      its best efforts to prevent the SPVs from becoming insolvent (within the meaning
      of the U.S. Bankruptcy Code);




(ii)  use
      its best efforts to ensure that each SPV shall continue to operate its
      respective Business as it is currently conducted;




(iii)  use
      its best efforts to ensure that each SPV shall retain ownership of the Vessel
      owned by such SPV, provided that an SPV may sell its Vessel if EIAC and the
      Buyer have consented in advance to such sale;




(iv)  use
      reasonable commercial efforts to ensure that each SPV shall perform its
      respective obligations under each Charter;




(v)  use
      its best efforts to continue to keep each SPV, each Vessel and the SPV Shares
      free and clear of any Liens, other than Permitted Liens, and use its best
      efforts to ensure that each SPV shall forbear from creating any Liens, claims
      or
      encumbrances of any kind upon the Vessels, the SPV Shares or any other material
      assets of the SPVs, in each case other than in the ordinary course of
      business;




(vi)  [intentionally
      omitted];




(vii)  [intentionally
      omitted];




(viii)  use
      its best efforts to ensure that the Closing Date Net Current Assets of each
      SPV
      shall be not less than zero;




(ix)  use
      reasonable commercial efforts to obtain the consent or waiver of any party
      to a
      Carry-Over Financing, to the extent such consent or waiver is necessary to
      continue such financing arrangements upon the consummation of the Sale and
      Purchase; and




(x)  to
      the extent that the terms of any representation and warranty contained in
      Section 11 are no longer accurate and complete, Seller shall promptly provide
      EIAC and Buyer with a Disclosure Letter with the corrected complete and accurate
      information.




(c)  Subsequent
      to the Closing Date, to the extent not waived or paid pursuant to the SOC Escrow
      Agreement, promptly pay any obligation due pursuant to the “mutual sales option”
clause in the relevant Charter.




(d)  Seller
      shall use its best reasonable efforts to cause the Financing to be committed
      on
      or before December
      17, 2007.




**SECTION
                5.**
            **COVENANTS
                OF EIAC AND THE BUYER****.**




(a)  Each
      of EIAC and the Buyer covenants with the Seller that it shall:




(i)  use
      its best efforts to assist the Seller in procuring the Financing;




18




(ii)  as
      soon as is reasonably practicable following the date hereof, and after receipt
      of the required financial statements of the SPVs, file the Merger Proxy and
      Acquisition Registration Statement with the SEC;




(iii)  use
      its best efforts to materially comply with all applicable rules and regulations
      of the SEC in connection with the Merger and the Sale and Purchase;




(iv)  obtain
      all Governmental Approvals and take all other actions, as may be necessary
      or
      reasonably appropriate in order to effect the Merger and the Sale and
      Purchase;




(v)  have
      received prior to the Closing Date a market stand-off agreement signed by each
      of the Initial Stockholders, such market stand-off agreement to be in form
      and
      substance satisfactory to the Seller;




(vi)  have
      received prior to the Closing Date an undertaking (“ *Initial
      Stockholders’ Undertaking* ”)
      executed by each of the Initial Stockholders that they shall not without the
      prior written consent of the Seller exercise any rights they may have under
      the
      Stock Escrow Agreement to cause the release of any of the Escrow Shares prior
      to
      the First Anniversary, other than as permitted pursuant to Sections 3.2 and
      4.3
      of the Stock Escrow Agreement, such undertaking to be in form and substance
      reasonably satisfactory to the Seller and provided that in the case of any
      transfer of the Escrow Shares pursuant to Section 4.3 of the Stock Escrow
      Agreement the transferee of such shares shall first enter into an undertaking
      with the Seller in terms equivalent to the Initial Stockholders’ Undertaking and
      acceptable to the Seller; and




(vii)  from
      the date hereof until the Closing Date (unless this Agreement is otherwise
      terminated earlier), not enter into any obligations, commitments or liabilities
      except as (1) necessary to effect the Merger and the Sale and Purchase or (2)
      subject to the terms of Section 8 hereof, in connection with the business of
      either of Buyer or EIAC as currently conducted or as disclosed in the
      Prospectus.




(b)  Each
      of EIAC and the Buyer shall not without the prior written consent of the Seller
      permit any change to be made in its Certificate or Articles of Incorporation
      (as
      the case may be) or Bylaws or issue any shares or rights to acquire shares
      until
      Closing except
      as
      mutually agreed in writing between Buyer and Seller to effect the Merger and
      the
      Sale and Purchase .




(c)  At
      least ten (10) days prior to the initial filing of the Merger Proxy or Acquisition Registration Statement or Resale
      Registration Statement, and at least
      five (5) days prior to the filing of any amendment of or supplements to the Merger Proxy or Acquisition
      Registration Statement or Resale Registration Statement, or of any document
      that
      is to be incorporated by reference therein after initial filing thereof with
      the
      SEC, and of any responses to the comments of the SEC, Buyer and EIAC shall
      in
      each case provide copies of such documents (including revised drafts) to the
      Seller, its counsel and auditors and other advisors as specifically advised
      by
      Seller and make such of the representatives of EIAC and the Buyer as shall
      be
      reasonably requested by the Seller, and their respective counsel, auditors
      and
      advisors, available for discussion of such document, including comments of
      and
      responses to the SEC; EIAC and Buyer shall consult and cooperate with and take
      account of the comments and suggestions of Seller and its counsel, auditors
      and
      advisors with regard to the foregoing; and neither EIAC nor the Buyer shall
      file
      with the SEC or distribute to shareholders or otherwise make publicly available
      any Merger Proxy, the Acquisition Registration Statement, the Resale
      Registration Statement, any amendment of or supplement to any of the foregoing,
      or any document that is to be incorporated by reference therein after initial
      filing thereof with the SEC, nor any SEC response letter or related
      correspondence, except (i) if pursuant to this paragraph the Seller and its
      counsel shall have previously been furnished
      with a copy thereof ,
      and (ii) if the Seller (or
      any
      representative of Seller) shall
      have provided its written
      consent (such consent not to be unreasonably withheld or delayed) to such
      filing, distribution or other public release. In addition, EIAC and Buyer shall
      not request acceleration of the effectiveness of the Acquisition Registration
      Statement or Resale Registration Statement without the written
      consent of Seller or its
      representative (such consent not to be unreasonably withheld or delayed).




19




**SECTION
                6.**
            **REGISTRATION
                RIGHTS; LOCK UP****.**




(a)  *Registration
      on Form F-4 / S-4.* Buyer shall include the Registrable Securities in the Acquisition Registration
      Statement to the extent that such inclusion would not, in Buyer’s reasonable
      judgment, after receiving written comments from the SEC that address the
      registration of the Registrable Securities, materially hinder or delay the
      SEC’s
      declaration of effectiveness thereof or approval of the Merger
      Proxy.




(b)  Registration
      of Registrable Securities.




(i)  *“Demand
      Registration.”* Upon
      request by the Seller or any other holder of Registrable Securities, from time
      to time the Buyer shall prepare and file and use its best efforts to have
      declared effective as soon as is reasonably practical but in any event within
      120 days from the date of such request the Resale Registration Statement with
      the SEC and shall include all of the Registrable Securities in such Resale
      Registration Statement (or such lesser number of shares of Registrable
      Securities as is permitted under SEC rules, regulations and interpretations)
      and
      shall keep such Resale Registration Statement effective until all Registrable
      Securities are sold thereunder.




(ii)  *“Piggyback
      Registration Rights.”* If
      the Buyer shall determine to proceed with the preparation and filing of a new
      registration statement under the Securities Act in connection with the proposed
      offer and sale of any of its securities (other than a registration statement
      on
      Form F-4 / S-4, S-8 or other limited purpose form), the Buyer will give written
      notice of its determination to any holder of Registrable Securities. Upon the
      written request from any such holder of Registrable Securities, within 15 days
      after receipt of any such notice from the Buyer, the Buyer will cause all of
      the
      Registrable Securities covered by such request (the “Requested Stock”) held by
      any such holder of Registrable Securities to be included in such registration
      statement, all to the extent requisite to permit the sale or other disposition
      by the prospective seller or sellers of the Requested Stock; provided that
      nothing herein shall prevent the Buyer from, at any time, abandoning or delaying
      any such registration.




20




(c)  *Registration
      Procedures.* Pursuant to the Buyer’s obligations as set forth in Section 6(a) and 6(b), the
      Buyer will:




(i)  prepare
      and file with the SEC the Acquisition Registration Statement and, if requested
      in accordance with the provisions of subparagraph (b) above, the Resale
      Registration Statement, and use its best efforts to cause each such registration
      statement to become and remain effective for such period of time as may be
      required for the disposition of such securities covered by such registration
      statement by the holders thereof (which period of time shall not expire earlier
      than the first date on which the Registrable Securities Holders could sell
      or
      dispose the Registrable Securities without restrictions pursuant to Rule 144(k)
      promulgated under the Securities Act);




(ii)  prepare
      and file with the SEC such amendments and supplements to such registration
      statement and the prospectus used in connection therewith as may be necessary
      to
      keep such registration statement effective and to comply with the provisions
      of
      the Securities Act with respect to the sale or other disposition of all
      securities covered by such registration statement until such time as all of
      such
      securities have been fully disposed of;




(iii)  furnish
      to all selling security holders (including the Registrable Securities Holders)
      such number of copies of the relevant prospectus, including the relevant
      preliminary prospectus, in conformity with the requirements of the Securities
      Act, and such other documents, as such selling security holders may reasonably
      request;




(iv)  use
      its best efforts to register or qualify the securities covered by such
      registration statement under such other securities or blue sky laws of such
      jurisdictions within the United States and Puerto Rico as each holder of such
      securities shall request ( *provided,
      however,* that
      the Buyer shall not be obligated to qualify as a foreign corporation to do
      business under the laws of any jurisdiction in which it is not then qualified
      or
      to file any general consent to service or process), and do such other reasonable
      acts and things as may be required of it to enable such holder to consummate
      the
      disposition in such jurisdiction of the securities covered by such registration
      statement;




(v)  furnish,
      at the request of the selling Registrable Securities Holder(s), on the date
      that
      such shares of Registrable Securities are delivered to the underwriters for
      sale
      pursuant to a registration that is underwritten or, if such Registrable
      Securities are not being sold through underwriters, on the date that the
      registration statement with respect to such shares of Registrable Securities
      becomes effective, (A) an opinion, dated such date, of the counsel representing
      the Buyer for the purposes of such registration, addressed to the underwriters,
      if any, and if such Registrable Securities are not being sold through
      underwriters, then to the selling Registrable Securities Holder(s), in customary
      form and covering matters of the type customarily covered in such legal
      opinions; and (B) a comfort letter dated such date, from the independent
      certified public accountants of the Buyer, addressed to the underwriters, if
      any, and the selling Registrable Securities Holder(s), in a customary form
      and
      covering matters of the type customarily covered by such comfort letters and
      as
      they shall reasonably request;




21




(vi)  enter
      into customary agreements (including an underwriting agreement in customary
      form, it being understood that any underwriting agreement entered into by the
      selling Registrable Securities Holder(s) with respect to an underwritten
      offering of Registrable Securities will impose customary indemnification
      obligations on the underwriter(s)) and take such other actions as are reasonably
      required in order to expedite or facilitate the disposition of such Registrable
      Securities;




(vii)  cooperate
      reasonably with any managing underwriter to effect the sale of Registrable
      Securities, including but not limited to attendance of the Buyer’s executive
      officers at any planned “road show” presentations to the extent that such
      attendance does not unduly or unreasonably impact the performance of such
      officer’s duties;




(viii)  notify
      the selling Registrable Securities Holder(s) and the underwriter(s), if any,
      in
      writing at any time when the Buyer is aware that offering documents include
      an
      untrue statement of a material fact or omit to state a material fact required
      to
      be stated therein or necessary to make the statements therein not misleading
      in
      light of the circumstances then existing, and at the request of any selling
      Registrable Securities Holder or underwriter, prepare and furnish to such
      person(s) such reasonable number of copies of any amendment or supplement to
      the
      offering documents as may be necessary so that, as thereafter delivered to
      the
      purchasers of such shares, such offering documents would not include any untrue
      statement of a material fact or omit to state a material fact required to be
      stated therein or necessary to make the statements therein not misleading in
      light of the circumstances then existing, and to deliver to purchasers of any
      other securities of the Buyer included in the offering copies of such offering
      documents as so amended or supplemented;




(ix)  promptly
      notify the selling Registrable Securities Holder(s) of (A) the effectiveness
      of
      such offering documents, (B) the issuance by the SEC of an order suspending
      the
      effectiveness of the offering documents, or of the threat of any proceeding
      for
      that purpose, and (C) the suspension of the qualification of any securities
      to
      be included in the offering documents for sale in any jurisdiction or the
      initiation or threat of any proceeding for that purpose; and




(x)  cause
      all Registrable Securities to be listed on each securities exchange on which
      similar securities issued by the Buyer are then listed.




22




It
      shall be a condition precedent to the obligation of the Buyer to take any action
      pursuant to this Section 6 in respect of the securities which are to be
      registered that the Registrable Securities Holder(s) shall furnish to the Buyer
      such information regarding the securities held by the Registrable Securities
      Holder(s) and the intended method of disposition thereof as the Buyer shall
      reasonably request and as shall be required in connection with the action taken
      by the Buyer.




(d)  *Expenses.* All expenses incurred in complying with this Section 6 shall be paid by the
      Buyer, including, without limitation, (i) all registration and filing fees
      (including all expenses incident to filing with the NASD), (ii) all “road show”
expenses incurred by the Buyer or the Registrable Securities Holder(s) and
      all
      applicable selling security holders, (iii) printing expenses, (iv) fees and
      expenses of counsel for the Buyer, (v) the reasonable fees and expenses of
      one
      counsel for the Registrable Securities Holders, (vi) expenses of any special
      audits incident to or required by any such registration, (vii) expenses of
      complying with the securities or blue sky laws of any jurisdiction pursuant
      to
      Section 6(c)(iv) and (viii) any fees or disbursements of counsel for any
      underwriter in respect of the securities sold by any applicable selling security
      holders, including the Registrable Securities Holders, if applicable, except
      that the Buyer shall not be liable for any fees, discounts or commissions to
      any
      underwriter.




(e)  *Indemnification
      and Contribution* .




(i)  In
      the event of any registration of any Registrable Securities under the Securities
      Act pursuant to this Agreement, the Buyer shall indemnify and hold harmless
      the
      Seller’s Indemnitees from and against any losses, claims, damages or
      liabilities, joint or several, to which a Seller’s Indemnitee may become subject
      under the Securities Act or any other statute or at common law, insofar as
      such
      losses, claims, damages or liabilities (or actions in respect thereof) arise
      out
      of or are based upon: (A) any untrue statement or any alleged untrue statement
      of any material fact contained or incorporated by reference, on the effective
      date thereof, in any registration statement under which such securities were
      registered under the Securities Act, any preliminary prospectus or final
      prospectus contained therein, any free writing prospectus or any amendment
      or
      supplement thereto, (B) any omission or alleged omission to state therein a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading, or (C) any other violation of any applicable securities
      laws, and in each of the foregoing circumstances shall pay for or reimburse
      the
      Seller’s Indemnitees for any legal or any other expenses reasonably incurred by
      all or any one of the Seller’s Indemnitees in connection with investigating or
      defending any such loss, claim, damage, liability or action; *provided* , *however* ,
      that, with respect to any Seller’s Indemnitee, the Buyer shall not be liable in
      any such case to the extent that any such loss, claim, damage or liability
      has
      been found by a court of competent jurisdiction to have been based upon any
      actual untrue statement or actual omission made or incorporated by reference
      in
      such registration statement, preliminary prospectus, prospectus, free writing
      prospectus or any amendment or supplement thereto solely in reliance upon and
      in
      conformity with written information furnished to the Buyer by such Seller’s
      Indemnitee specifically for use therein. Such indemnity shall remain in full
      force and effect regardless of any investigation made by or on behalf of a
      Seller’s Indemnitee, and shall survive the transfer of such securities by a
      Seller’s Indemnitee.




23




(ii)  In
      the event of any registration of any Registrable Securities under the Securities
      Act pursuant to this Agreement, the Registrable Securities Holders, by
      acceptance hereof, agree to indemnify and hold harmless the Registration Buyer
      Indemnitees against any losses, claims, damages or liabilities, joint or
      several, to which the Registration Buyer Indemnitees may become subject under
      the Securities Act or any other statute or at common law, insofar as such
      losses, claims, damages or liabilities (or actions in respect thereof) arise
      out
      of or are based upon: (A) any untrue statement or any alleged untrue statement
      of any material fact contained or incorporated by reference, effective date
      thereof, in any registration statement under which such securities were
      registered under the Securities Act, any preliminary prospectus or final
      prospectus contained therein, any free writing prospectus, or any amendment
      or
      supplement thereto, or (B) any omission or alleged omission to state therein
      a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading, but in either case only to the extent that such untrue
      statement or omission is (1) made in reliance on and in conformity with any
      information furnished in writing by the Seller to the Buyer concerning the
      Seller specifically for inclusion in the registration statement, preliminary
      prospectus, prospectus, free writing prospectus or any amendment or supplement
      thereto relating to such offering, and (2) is not corrected by the Seller and
      distributed to the purchasers of shares within a reasonable period of
      time.




(iii)  If
      the indemnification provided for in this Section 6 from an indemnifying party
      is
      unavailable to an indemnified party hereunder in respect of any losses, claims,
      damages, liabilities or expenses referred to therein, then the indemnifying
      party, in lieu of indemnifying such indemnified party, shall contribute to
      the
      amount paid or payable by such indemnified party as a result of such losses,
      claims, damages, liabilities or expenses in such proportion as is appropriate
      to
      reflect the relative fault of the indemnifying party and indemnified parties
      in
      connection with the actions which resulted in such losses, claims, damages,
      liabilities or expenses, as well as any other relevant equitable considerations.
      The relative fault of such indemnifying party and indemnified parties shall
      be
      determined by reference to, among other things, whether any action in question,
      including any untrue or alleged untrue statement of a material fact or omission
      or alleged omission to state a material fact, has been made by, or relates
      to
      information supplied by, such indemnifying party or indemnifying parties, and
      the parties’ relative intent, knowledge, access to information and opportunity
      to correct or prevent such action. The amount paid or payable by a party as
      a
      result of the losses, claims, damages, liabilities and expenses referred to
      above shall include any legal or other fees or expenses reasonably incurred
      by
      such party in connection with any investigation or proceeding.




(iv)  The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to Section 6(e)(iii) were determined by pro rata allocation or by
      any
      other method of allocation which does not take account of the equitable
      considerations referred to in the immediately preceding paragraph. No person
      guilty of fraudulent misrepresentation (within the meaning of Section 11 (f)
      of
      the Securities Act) shall be entitled to contribution from any person who was
      not guilty of such fraudulent misrepresentation.




24




(f)  *“Market
      Stand-Off” Agreement* .
      The Seller (on behalf of itself and each Registrable Securities Holder) hereby
      agrees, in connection with any firm commitment, underwritten primary public
      offering by the Buyer of its securities, that it shall not, to the extent
      requested by the Buyer or a managing underwriter of such securities, sell or
      otherwise transfer or dispose of or engage in any other transaction regarding
      any Registrable Securities or other shares of the Buyer then owned by the Seller
      or any Registrable Securities Holder for a period not to exceed one hundred
      and
      eighty (180) days following the effective date of a registration statement
      of
      the Buyer filed under the Securities Act in connection with such firm
      commitment, underwritten public offering by the Buyer.




(g)  *Resale
      Exemptions; Reports Under Exchange Act.* In
      order to permit a Registrable Securities Holder to sell Registrable Securities,
      if it so desires, pursuant to any applicable resale exemption under applicable
      securities laws and regulations, the Buyer shall:




(i)  comply
      with all requirements under the Securities Act and all rules and regulations
      of
      the SEC thereunder in connection with use of any such resale
      exemption;




(ii)  make
      and keep available adequate and current public information regarding the
      Buyer;




(iii)  file
      with the SEC in a timely manner, all reports and other documents required to
      be
      filed under the Securities Act, the Exchange Act, or other applicable securities
      laws and regulations;




(iv)  furnish
      to the Registrable Securities Holders, upon written request, copies of annual
      reports required to be filed under the Exchange Act and other applicable
      securities laws and regulations; and




(v)  furnish
      to the Registrable Securities Holders, upon written request (A) a copy of the
      most recent quarterly report of the Buyer and such other reports and documents
      filed by the Buyer with the SEC and (B) such other information as may be
      reasonably required to permit the Registrable Securities Holders to sell
      pursuant to any applicable resale exemption under the Securities Act or other
      applicable securities law and regulations, if any.




25




(h)  *Lock-up* .




(i)  The
      Seller hereby agrees that, without the prior written consent of the Buyer,
      it
      (A) will not, directly or indirectly, offer, sell, agree to offer or sell,
      solicit offers to purchase, grant any call option or purchase any put option
      with respect to, or pledge, borrow or otherwise dispose of, any of the
      Registrable Securities, and (B) will not establish or increase any “put
      equivalent position” or liquidate or decrease any “call equivalent position”
with respect to such Registrable Securities (in each case within the meaning
      of
      Section 16 of the Exchange Act), or otherwise enter into any swap, derivative
      or
      other transaction or arrangement that transfers to another, in whole or in
      part,
      any economic consequence of ownership of such Registrable Securities, whether
      or
      not such transaction is to be settled by delivery of Registrable Securities,
      other securities, cash or other consideration, in either case for a period
      of
      (x) one hundred and eighty (180) days with respect to one-half of such
      Registrable Securities, and (y) three hundred and sixty five (365) days with
      respect to the remaining Registrable Securities, in each case commencing on
      the
      Closing Date; **provided
      that** ,
      notwithstanding the foregoing, the Seller shall be permitted to transfer all
      or
      any portion of the Registrable Securities to any Seller’s Affiliate; **provided,
      further, that** prior
      to any such transfer the transferor at its expense shall provide to the Buyer
      an
      opinion of counsel reasonably acceptable to the Buyer to the effect that such
      transfer would not require registration under the Securities Act. The Seller
      hereby further agrees to cause each Registrable Securities Holder to enter
      into
      a lock-up agreement giving effect to the provisions of this Section 6(h)
      immediately upon such Registrable Securities Holder’s acquisition of an
      aggregate of any Registrable Securities. The registration of the Registrable Securities as
      contemplated by Sections 6(a) and (b) shall not be prohibited by this Section
      6(h).




(ii)  The
      Buyer and EIAC shall cause each of George Sagredos and Marios Pantazopoulos to
      enter into an acknowledgment and agreement (as required by Section 14(p)) providing that,
      without the prior written consent of the Buyer, he (A) will not, directly or indirectly, offer, sell, agree to offer or sell,
      solicit offers to purchase, grant any call option or purchase any put option
      with respect to, or pledge, borrow or otherwise dispose of  the
      1
      million units of Buyer to be issued pursuant to Section 3(c)(viii) of this
      Agreement, or any of the Buyer
      Common Stock or warrants included therein ,
      and (B) will not establish or increase any “put equivalent position” or
      liquidate or decrease any “call equivalent position” with respect to 1
      million units of Buyer to be issued pursuant to Section 3(c)(viii) of this
      Agreement, or any of the Buyer Common Stock or warrants included therein (in
      each case within the meaning of Section 16 of the Exchange Act), or otherwise
      enter into any swap, derivative or other transaction or arrangement that
      transfers to another, in whole or in part, any economic consequence of ownership
      of the 1 million units of Buyer to be issued pursuant to Section 3(c)(viii)
      of
      this Agreement, or any of the Buyer Common Stock or warrants included therein,
      whether or not such transaction is to be settled by delivery of shares of Buyer
      Common Stock or warrants, other securities, cash or other consideration, in
      either case for a period of one hundred and eighty (180) days commencing on
      the
      Closing Date. The registration rights contemplated by Sections 6(a) and (b)
      shall not be prohibited by this Section 6(h)(ii).




(i)  *Termination.* The rights granted under this Section 6 shall expire at the earlier of such
      time
      as the Registrable Securities Holders collectively (i) hold less than five
      (5%)
      percent of the outstanding Buyer Common Stock, or (ii) are eligible to sell
      their Registrable Securities without restriction under Rule 144(k) promulgated
      under the Securities Act (it being agreed, for purposes of this Section 6(i),
      that the Buyer, upon the request of a Registrable Securities Holder and at
      Buyer’s expense, shall provide to Buyer’s transfer agent a legal opinion of its
      counsel regarding the ability of such holder to sell its Registrable Securities
      under Rule 144(k) and any appropriate legend removal instructions).




26




(j)  *Legends.* The Seller hereby acknowledges and agrees that the Buyer shall legend the share
      certificates representing the Registrable Securities to reflect the restrictions
      on transfer contained in this Agreement and may issue to its transfer agent
      a
      stop transfer instruction in relation thereto. Such legend shall
      state:




THE
      SHARES OF COMMON STOCK REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT
      BE
      SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN
      THE
      ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY HAS RECEIVED AN OPINION
      OF
      COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH TRANSACTION IS
      EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE SHARES REPRESENTED BY THIS
      CERTIFICATE ARE SUBJECT TO AN AGREEMENT BY THE REGISTERED HOLDER WITH THE
      COMPANY NOT TO SELL SUCH SHARES FOR A PERIOD OF 180 (OR 365 DAYS, AS THE CASE
      MAY BE) DAYS FOLLOWING THE DATE OF ISSUANCE OF THE SHARES.




**SECTION
                7.**
            **DIVIDENDS****.**




(a)  Subject
      to its ability to do so under applicable law, the Buyer agrees to pay the First
      Year Dividend to its shareholders on the First Anniversary.




(b)  The
      Seller shall, and shall cause each other Registrable Securities Holder holding
      Dividend Waiver Securities to, enter into a Dividend Waiver Agreement as
      required under Section 3(c)(ii) hereof.




(c)  EIAC
      and the Buyer shall cause the Initial Stockholders, the directors and officers
      of EIAC and their respective Affiliates holding Dividend Waiver Securities
      to
      enter into a Dividend Waiver Agreement as required under Section 3(c)(ii) hereof.




(d)  Subject
      to the restrictions contained in Section 6(h), a Person described in Section
      7(b) or (c) may:




(i)  sell
      any Dividend Waiver Securities to an unrelated third party free of any
      restrictions imposed by a Dividend Waiver Agreement, and upon such sale, and
      pursuant to the terms of the Dividend Escrow Agreement, if
      applicable, the
      Escrow Agent shall release such Dividend Waiver Securities from escrow upon
      receipt by it of the agreed consideration therefor and shall pay to the seller
      the amount of the consideration received less such amount as would be necessary
      to pay the First Year Dividend on such Dividend Waiver Securities, which amount
      shall be retained by the Escrow Agent and held in escrow pursuant to the terms
      of the Dividend Escrow Agreement. Any
      amounts deposited
      in escrow pursuant
      to this paragraph and
      not used to pay the First Year Dividend shall be refunded, together with any
      interest accrued thereon ,
      to such seller upon the payment of the First Year Dividend; and




27




(ii)  exercise
      any warrants, rights or other options in respect of any Dividend Waiver
      Securities, and upon notifying the Escrow Agent of such exercise the Escrow
      Agent shall promptly take all such steps as are necessary to exercise such
      warrants, rights or other options in respect of any Dividend Waiver Securities, **provided
      that** any shares of Buyer Common Stock issuable upon any such exercise shall remain
      subject to the applicable Dividend Waiver Agreement and shall be held in escrow
      by the Escrow Agent and pursuant to the terms of the Dividend Escrow
      Agreement.




(e)  The
      Buyer
      shall be obligated and agrees to pay any and all expenses of the Escrow Agent
      in
      connection with the Dividend Escrow Agreement.




**SECTION
                8.**
            **NO
                SOLICITATION OF OTHER ACQUISITIONS****.**




(a)  Only
      in
      the event that the Seller obtains the Financing, and commencing on such date,
      until the termination of this Agreement pursuant to Section 20 hereof, EIAC,
      the Buyer, their Affiliates and their respective representatives, agents and
      officers will
      cease all activities, discussions or negotiations with any Person or Persons other
      than the Seller with respect to any Acquisition Proposal and in particular,
      EIAC
      and the Buyer and their respective representatives, agents and officers shall
      not take, and shall use commercially reasonable efforts to cause their
      respective Affiliates and their respective representatives, agents and officers
      not to take, any action to:




(i)  knowingly
      solicit the making or submission of any Acquisition Proposal; or




(ii)  knowingly
      initiate or participate in any discussions or negotiations with any Person
      (other than the Seller) in furtherance of any proposal that constitutes or
      could
      reasonably be expected to lead to any Acquisition Proposal.




(b)  Only
      in
      the event that the Seller obtains the Financing, and commencing on such date,
      until the termination of this Agreement pursuant to Section 20 hereof,
      the Board of Directors of each of EIAC and the Buyer (or any committee thereof)
      shall not (i) approve or recommend, or propose to approve or recommend, any
      Acquisition Proposal (other than with the Seller) nor (ii) cause EIAC, the
      Buyer
      or any of their respective Affiliates to enter into and approve any letter
      of
      intent, agreement in principle or similar agreement relating to any Acquisition
      Proposal.




(c)  Only
      in
      the event that the Seller obtains the Financing, and commencing on such date,
      until the termination of this Agreement pursuant to Section 20 hereof,
      in addition to the obligations set forth the preceding clauses of this Section
      8,
      EIAC and the Buyer shall as promptly as practicable (and in any event within
      two
      (2) Business Days) advise the Seller of any request for information with respect
      to any Acquisition Proposal or of any Acquisition Proposal, or any inquiry
      with
      respect to any Acquisition Proposal, including the terms and conditions of
      such
      Acquisition Proposal.




28




**SECTION
                9.**
            **DIRECTOR
                NOMINEES AND OFFICERS; MANAGEMENT STRUCTURE****.**




(a)  The
      Merger Proxy will provide that following the Merger and the Sale and Purchase
      the Buyer’s board of directors shall consist of nine (9) persons, eight (8) of
      whom (consisting of two (2) Class A directors, three (3) Class B directors
      and
      three (3) Class C directors) shall be nominated by the Seller and one (1) of
      whom (consisting of one (1) Class A director) shall be nominated by the holders
      of Buyer
      Common Stock immediately prior to the Effective Time. Five (5) of the directors so nominated
      by Seller shall qualify as independent directors under the Securities Act and
      the rules of any applicable securities exchange. In accordance with Article
      Sixth of the Buyer’s Articles of Incorporation, following the consummation of
      the Merger and the Sale and Purchase, subject to subparagraph (i) below, Captain
      Vanderperre and Mr. Fred Cheng shall be appointed as Class C directors and
      Mr.
      Marios Pantazopoulos shall be appointed as a Class A director. Subject to the
      placement of director and officer liability insurance in form and substance
      satisfactory to each of the following individuals in his sole discretion,
      following the Effective Time the following individuals shall be appointed to
      the
      offices of Buyer indicated:




(i)  Captain
      Vanderperre shall serve as non-executive Chairman of the Board of Directors
      or
      if he is unable or unwilling to accept such appointment, the Seller may nominate
      another individual to serve as non-executive Chairman of the Board of Directors;
      and




(ii)  Mr.
      Fred Cheng shall serve as Chief Executive Officer.




(b)  After
      the Effective Time, Buyer shall have its principal office located in Hong Kong
      subject to confirmation by the Closing Date that the location of such office
      will not result in any adverse tax consequences.




(c)  Upon
      the
      consummation of the Closing the Buyer shall procure that under the Management
      Agreement the management of the Vessels is contracted for a period of three
      (3)
      years to the Management Company or such other entity as may be nominated by
      Seller, which shall in turn subcontract the technical management and crewing
      services activities to Univan .




(d)  After
      the
      initial appointments referred to in sub-clause (a) above and in consideration
      of
      Closing, the Buyer hereby irrevocably grants to the Seller, for so long as
      the
      Seller shall hold not less than 25% of the outstanding Buyer Common Stock for
      the time being (calculated assuming conversion of any outstanding shares of
      convertible preferred stock of the Buyer held by the Seller at such time),
      the
      continuing right to appoint by written notice to the Buyer one (1) Class A
      director, one (1) Class B director and one (1) Class C director at any time
      in
      place of any of the Class A, Class B or Class C directors nominated by the
      Seller under sub-clause (a) above, or their successors, whether upon the
      retirement, removal, incapacity or death of any such Class A, Class B or Class
      C
      directors (as the case may be). None of such appointed directors shall be
      required to be independent directors, provided that following any such
      appointment the board of the directors of the Buyer shall include such number
      of
      independent directors as are then required under applicable U.S. securities
      laws
      and the rules and regulations of the American Stock Exchange. The parties hereto
      agree that, at or prior to the Closing, the Buyer shall effect such amendments
      to its Articles of Incorporation, issue to the Seller such shares of convertible
      preferred stock or other convertible voting securities (in each case for no
      consideration) in lieu of shares of Buyer Common Stock that would otherwise
      be
      issued to the Seller as Stock Consideration or in the Financing Private
      Placement, and enter into such agreements with the Seller, in each case as
      are
      in the reasonable opinion of the Seller necessary to give effect to the
      provisions of this Section 9(d) .




29




**SECTION
                10.**
            **BINDING
                AGREEMENTS; NON-COMPETITION****.**




(a)  Subject
      to Section 20 hereof, the Buyer, EIAC and Seller agree to be bound by the terms
      of this Agreement and shall not enter into any agreements, negotiations or
      transactions that would adversely affect their respective obligations
      hereunder.




(b)  During
      the Non-Compete Period, the Seller hereby agrees and undertakes not to do any
      of
      the things set out in Section 10(c) below, except with the Buyer’s prior written
      consent (which consent shall not be unreasonably withheld or delayed),
      regardless of whether the Seller is acting:




(i)  for
      itself or on behalf of any Person (including as director, manager, partner,
      shareholder, employee, consultant or agent of such Person);




(ii)  alone
      or in conjunction with any other Person;




(iii)  directly
      or indirectly through agents, intermediaries, Affiliates or any other Person;
      or




(iv)  in
      any other capacity and in any other manner whatsoever.




(c)  Pursuant
      to Section 10(b) above, the Seller shall refrain from:




(i)  participating
      in any capacity (other than as a customer) in any Competitive Business, *provided
      that* :




(A)  the
      Seller shall be permitted to participate as a minority shareholder in any
      Competitive Business; and




(B)  the
      Seller shall not be prevented or restrained in any way from acquiring or
      participating in any Competitive Business in any manner the Seller deems fit
      in
      its sole discretion if Seller shall have offered to the Buyer the first
      opportunity to acquire or participate in such Competitive Business on the terms
      available to the Seller and, within not more than three (3) business days of
      the
      date the Seller offered such opportunity to the Buyer, the Buyer has either
      declined to proceed with such opportunity or failed to respond to such
      offer;




30




(ii)  inducing
      or attempting to induce any person who is or was within one year prior to the
      Closing Date a customer, supplier or other business relation of any SPV to
      cease
      doing business with or materially reduce its business with such SPV or to do
      business with such SPV on less favorable terms than such business had previously
      been conducted or in any way interfering in a materially detrimental manner
      with
      the relationship between any SPV or the Buyer and any of its customers,
      suppliers or other business relations;




(iii)  inducing
      or attempting to induce any prospective customer of any SPV not to do business
      with such SPV;




(iv)  inducing
      or attempting to induce any employee of the Buyer to leave such employment
      or in
      any way interfering with the relationship between any SPV or the Buyer and
      any
      of its employees, *provided
      that* nothing herein shall extend to the crew for the respective Vessels provided
      by
      Univan under the management agreements or to any employee who responds to a
      general employment advertisement;




(v)  employing
      (or otherwise engaging as an independent contractor or in any other capacity)
      any employee of the Buyer or any person who was an employee of the Buyer at
      any
      time during the Non-Compete Period except (A) after such person has left his
      employment with the Buyer, but then only if the circumstances set out in
      paragraph (iv) above do not apply or (B) any employee who responds to a general
      employment advertisement; and




(vi)  inducing
      or attempting to induce any director of any SPV or the Buyer or any person
      having a consultancy or similar agreement with any SPV or the Buyer to leave
      his
      position with any SPV or the Buyer or to terminate his agreement with any SPV
      or
      the Buyer or in any way interfering in a materially detrimental manner with
      the
      relationship between any SPV or the Buyer and any of its directors or any of
      the
      persons referred to in this paragraph, *provided
      that* nothing herein shall extend to any director or consultant who responds to a
      general advertisement.




(d)  If
      the Buyer becomes aware of any infringement of the provisions set out in Section
      10(c) by the Seller, the Buyer shall give a notice to the Seller requesting
      them
      to cease any such infringement within fifteen days. In case of failure by the
      Seller to comply with this notice, the Seller shall compensate the Buyer for
      all
      Losses (as defined herein) caused by such infringement.




(e)  The
      Seller acknowledges that the provisions of Section 10(c) above are reasonable
      and necessary to protect the legitimate interests of the Buyer. However, if
      any
      of such provisions shall ever be held to exceed the limitations imposed by
      applicable law, they shall not be nullified but the parties hereto shall be
      deemed to have agreed to such provisions that conform with the maximum permitted
      by applicable law, and any such provision exceeding such limitations shall
      be
      automatically reformed accordingly.




31




(f)  The
      Buyer and EIAC acknowledge that the Seller (either directly or through
      subsidiaries other than the SPVs), Captain Vanderperre, Mr. Fred Cheng and/or
      JVCo are now engaged in (i) the SK Shipping Venture, and (ii) activities or
      lines of business that are similar to the Business but which are not Competitive
      Businesses, and that in the event that the option available pursuant to the
      Option Agreement has not been exercised by the Buyer in respect of any or all
      of
      the respective Option Vessels, such Option Vessels may carry on Competitive
      Business. Notwithstanding anything in this Section 10 to the contrary, the
      Buyer
      and EIAC acknowledge that the Seller (either directly or through subsidiaries
      other than the SPVs), Captain Vanderperre, Mr. Fred Cheng and/or JVCo shall
      have
      the right to continue to engage in (x) the SK Shipping Venture, (y) such
      activities or lines of business that are similar to the Business in which they
      are now engaged or may in the future elect to engage in so long as such
      activities or lines of business are not Competitive Businesses, and (z) any
      Business in respect of any Option Vessels in respect of which the option
      available pursuant to the Option Agreement has not been exercised by the Buyer,
      whether or not it is Competitive Business.




**SECTION
                11.**
            **REPRESENTATIONS
                AND WARRANTIES OF THE SELLER****.**




The
      Seller hereby makes the following representations and warranties to the Buyer
      and EIAC as of the Original Agreement Date and as of the Closing Date (unless
      otherwise indicated), *provided
      that* the Seller shall have no liability whatsoever in respect of any Claims or Losses
      if and to the extent that any fact, matter or circumstance which causes any
      of
      the following representations and warranties to be breached or which might
      result in any Claims or Losses has been disclosed in this Agreement or in the
      Disclosure Letter, assuming compliance with Section (4)(b)(x):




(a)  it
      is duly organized and existing under the laws of the jurisdiction of its
      organization with full power and authority to execute and deliver this Agreement
      and to perform all of the duties and obligations to be performed by it under
      this Agreement;




(b)  as
      of the date of this Agreement and as of the Closing Date, this Agreement has
      been duly authorized, executed and delivered by it, and constitutes its valid,
      legal and binding obligation enforceable against it in accordance with its
      terms, except as enforceability may be limited by bankruptcy, insolvency or
      other similar laws of general application relating to or affecting the
      enforcement of creditors’ rights in general or by general principles of equity
      whether considered in a proceeding at law or equity;




(c)  its
      execution and delivery of, the performance and incurrence by it of its
      obligations and liabilities under, and the consummation by it of the other
      transactions contemplated by, this Agreement do not and will not as of the
      date
      of this Agreement and as of the Closing Date:




(i)  violate
      any provision of its organizational documents;




(ii)  violate
      any applicable law, rule or regulation of any Governmental Authority having
      jurisdiction over the Seller, except as would not reasonably be expected, based
      on customary practice in the maritime shipping industry, individually or in
      the
      aggregate, to materially impair the Seller’s ability to consummate the
      transactions contemplated hereby or otherwise result in a Material Adverse
      Effect;




32




(iii)  violate
      any order, writ, injunction or decree of any Governmental Authority having
      jurisdiction over the Seller, except as would not reasonably be expected, based
      on customary practice in the maritime shipping industry, individually or in
      the
      aggregate, to materially impair the Seller’s ability to consummate the
      transactions contemplated hereby or otherwise result in a Material Adverse
      Effect; or




(iv)  other
      than as set forth in **Schedule
      11(c)(iv)** result in a breach of, constitute a default under, require any consent under,
      or
      result in the acceleration or required prepayment of any indebtedness pursuant
      to the terms of, any agreement or instrument to which it or any SPV is a party
      or by which it or any SPV is bound or to which it or any SPV is subject, or
      result in the creation or imposition of any Lien upon any property of it or
      any
      SPV (other than the Financing or Carry-Over Financing) pursuant to the terms
      of
      any such agreement or instrument, except as would not reasonably be expected,
      based on customary practice in the maritime shipping industry, individually
      or
      in the aggregate, to materially impair the Seller’s ability to consummate the
      transactions contemplated hereby or otherwise result in a Material Adverse
      Effect;




(d)  **Schedule
      11(d)** sets forth the Seller’s and JVCo’s record and beneficial ownership of the SPV
      Shares. The Seller and JVCo have good and valid title to the SPV Shares and,
      upon the transfer of the SPV Shares in accordance with this Agreement, the
      Buyer
      will receive good and valid title to all of the issued and outstanding SPV
      Shares, free and clear of all Liens except for any Liens in respect of the
      Carry-Over Financing;




(e)  the
      SPV Shares constitute the whole of the authorized and issued share capital
      of
      each SPV, and as of the date hereof are, and as of the Closing Date will be,
      duly authorized, validly issued, fully paid and nonassessable. There are no
      options, warrants, rights, calls, commitments, conversion rights, rights of
      exchange or other agreements of any character, contingent or otherwise,
      providing for the purchase or sale of any of the SPV Shares by any person other
      than the Buyer pursuant hereto, nor any arrangements that require or permit
      the
      SPV Shares to be voted by or at the discretion of anyone other than the Seller
      except following an event of default in respect of the Carry-Over
      Financing;




(f)  each
      SPV wholly owns the Vessel indicated on **Schedule
      11(f)** ,
      free and clear of any Liens, other than Permitted Liens;




(g)  except
      as set forth in **Schedule
      11(g)** (which,
      with respect to each Action disclosed therein, sets forth the parties, nature
      of
      the proceeding, date and method commenced, amount of damages or other relief
      sought and, if applicable, paid or granted), to the Knowledge of the Seller
      after due inquiry, there are no Actions as of the date hereof by or against
      any
      SPV (or by or against the Seller or any Affiliate thereof and relating to the
      Business, an SPV or any Vessel), pending before any Governmental Authority
      (or,
      to the Knowledge of the Seller after due inquiry, threatened to be brought
      by or
      before any Governmental Authority);




33




(h)  none
      of the SPVs are conducting their Business in violation of any Laws, except
      such
      violations which, individually or in the aggregate, would not reasonably be
      expected to have a Material Adverse Effect;




(i)  in
      connection with Taxes of the SPVs:




(i)  all
      Tax Returns required to be filed with respect to each SPV have been duly and
      timely filed and, to the Knowledge of the Seller, are true, correct and complete
      in all material respects;




(ii)  all
      Taxes required to be shown on such Tax Returns or otherwise due and payable
      on
      or prior to the Closing Date have been duly and timely paid, and all Taxes
      required to be deducted and/or withheld by an SPV have been so deducted and/or
      withheld and timely paid and reported to the appropriate Governmental
      Authority;




(iii)  no
      adjustment relating to any such Tax Return has been proposed formally or
      informally by any Governmental Authority and, to the Knowledge of the Seller,
      no
      basis exists for any such adjustment;




(iv)  there
      are no pending or, to the Knowledge of the Seller, threatened Tax Matters for
      the assessment or collection of Taxes against any SPV or any company that was
      included in the filing of a return with an SPV on a consolidated, combined
      or
      unitary basis; and




(v)  neither
      the Seller nor any SPV has received any notice of the existence of any Tax
      liens
      other than Permitted Liens on any assets of any SPV;




(j)  the
      Seller has delivered to EIAC correct and complete copies of all Tax Returns
      filed with respect to each SPV for any taxable period ending after 2001, and
      copies of all correspondence to or from any Governmental Authority with respect
      thereto or any Tax Matter relating thereto, including any examination reports
      and statements of deficiencies assessed against or agreed to by any SPV. Any
      tax
      sharing or allocation agreement involving any SPV shall be terminated as of
      the
      Closing on terms that require no further payments by any party. Seller has
      delivered to EIAC a true and complete copy of each such agreement as listed
      on **Schedule
      11(j)** ;




(k)  as
      of the Original Agreement Date and as of the Closing Date, each of the SPVs
      was
      and is currently duly organized, validly existing and in good standing under
      the
      laws of its jurisdiction of formation.




(l)  the
      Accounts:




(i)  have
      been prepared in accordance with the books of account and other financial
      records of the relevant SPV;




(ii)  present
      fairly the consolidated financial condition and results of operations of the
      relevant SPV as of the dates thereof or for the periods covered
      thereby;




34




(iii)  were
      prepared on a basis consistent with past practices and have been (or will be
      as
      required by this Agreement) converted to GAAP; and




(iv)  include
      all adjustments (consisting only of normal recurring accruals) that are
      necessary for a fair presentation of the consolidated financial condition of
      the
      relevant SPV and the results of the operations of the relevant SPV as of the
      dates thereof or for the periods covered thereby;




(m)  the
      books of account and other financial records of each SPV provided in accordance
      with the terms of this Agreement reflect all items of income and expense and
      all
      assets and liabilities required to be reflected therein in accordance with
      past
      practices, (ii) are in all material respects complete and correct, and do not
      contain or reflect any material inaccuracies or discrepancies and (iii) have
      been maintained in accordance with good business and accounting
      practices;




(n)  to
      the Knowledge of the Seller, there are no Liabilities of any SPV, other than
      Liabilities reflected or reserved against in the Accounts;




(o)  to
      the Knowledge of the Seller, there are no oral or informal arrangements or
      agreements that would be binding on any SPV or otherwise relate to any
      Vessel;




(p)  **Schedule
      11(p)** sets forth the following contracts and agreements of each SPV currently in
      effect (such contracts and agreements being “ *Material
      Contracts* ”):




(i)  each
      contract and agreement involving the purchase of spare parts, other materials,
      or for the furnishing of services to a SPV or a Vessel (including repair
      services) or otherwise related to the Business under the terms of which such
      SPV: (A) is likely to pay or otherwise give consideration of more than $500,000
      in the aggregate during the calendar year ended December 31, 2007, (B) is likely
      to pay or otherwise give consideration of more than $1,000,000 in the aggregate
      over the remaining term of such contract or (C) cannot be cancelled by such
      SPV
      without penalty or further payment and without more than 180 days’
notice;




(ii)  all
      ship broker, market research, marketing consulting and advertising contracts
      and
      agreements to which any SPV is a party under the terms of which such SPV: (A)
      is
      likely to pay or otherwise give consideration of more than $500,000 in the
      aggregate during the calendar year ended December 31, 2007 or (B) is likely
      to
      pay or otherwise give consideration of more than $1,000,000 in the aggregate
      over the remaining term of such contract;




(iii)  all
      technical and commercial management contracts (or other contracts with
      independent contractors or consultants), to which any SPV is a party and which
      are not cancelable without penalty or further payment and without more than
      180
      days’ notice;




(iv)  all
      contracts and agreements pursuant to which any SPV has incurred
      Indebtedness;




35




(v)  all
      contracts and agreements with any Governmental Authority to which any SPV is
      a
      party;




(vi)  all
      contracts and agreements for the employment of a Vessel with a duration in
      excess of 12 months;




(vii)  all
      contracts and agreements, whether or not made in the ordinary course of
      business, which are material to the business as conducted prior to the Closing
      Date; and




(viii)  all
      contracts pertaining to insurance for the Vessels;




(q)  except
      as set forth on **Schedule
      11(q)** ,
      with respect to all Material Contracts:




(i)  none
      of the SPVs or, to the Knowledge of the Seller, any other party to any such
      Material Contract is in material breach thereof or default
      thereunder;




(ii)  to
      the Knowledge of the Seller, there does not exist under any Material Contract
      any event which, with the giving of notice or the lapse of time, would
      constitute such a material breach or default by an SPV or, to the Knowledge
      of
      the Seller, any other party thereto;




(iii)  each
      Material Contract is a valid and enforceable obligation of the SPV party thereto
      and with respect to such SPV party is in full force and effect and to the
      Knowledge of the Seller, with respect to any other party thereto is in full
      force and effect (except to the extent that the enforceability thereof may
      be
      limited by (A) applicable bankruptcy, insolvency, fraudulent conveyance,
      reorganization, moratorium or similar laws from time to time in effect affecting
      generally the enforcement of creditors’ rights and remedies, and (B) general
      principles of equity), in each case except for such breaches, defaults, events
      and other circumstances as to which requisite waivers or consents have been
      obtained, or which would not, individually or in the aggregate, be material
      to
      the SPVs, individually, and taken as a whole; and




(iv)  no
      consent is required by any Person that is a party to a Material Contract to
      consummate the Sale and Purchase, except with respect to the Carry-Over
      Financing;




(r)  since
      the date of the most recent balance sheet included in the Audited Financial
      Statements, except as disclosed in **Schedule
      11(r)** ,
      the business of the SPVs has been conducted in the ordinary course and
      consistent with past practice. As amplification and not limitation of the
      foregoing, except as so disclosed, since such date, no SPV has:




(i)  permitted
      or allowed any of the assets or properties (whether tangible or intangible)
      of
      such SPV to be subjected to any Lien, other than Permitted Liens;




(ii)  except
      in the ordinary course of business consistent with past practice, discharged
      or
      otherwise obtained the release of any Lien or paid or otherwise discharged
      any
      liability, other than current liabilities reflected in the Accounts and current
      liabilities incurred in the ordinary course of business consistent with past
      practice;




36




(iii)  made
      any loan to, guaranteed any Indebtedness of or otherwise incurred any
      Indebtedness on behalf of any Person;




(iv)  failed
      to pay any creditor any amount owed to such creditor;




(v)  except
      for the Charters and insurance policies relating to the Vessels, entered into
      any contract or agreement that limits or purports to limit the ability of any
      SPV to compete in any line of business or with any Person in any geographic
      area
      or during any period of time;




(vi)  made
      any material changes in the operating practices of such SPV that would be
      inconsistent with past practice, including, without limitation, practices and
      policies relating to marketing, selling and pricing;




(vii)  merged
      with, entered into a consolidation with or acquired an interest of 30% or more
      in any Person or acquired 50% or more of the assets or business of any Person
      or
      any division or line of business thereof, or otherwise acquired any material
      assets other than in the ordinary course of business consistent with past
      practice;




(viii)  made
      any capital expenditure or commitment for any capital expenditure in excess
      of
      $1,000,000 individually or $3,000,000 in the aggregate other than in the
      ordinary course of business;




(ix)  issued
      any sales orders or otherwise agreed to make any purchases involving exchanges
      in value in excess of $1,000,000 individually or $3,000,000 in the aggregate
      other than in the ordinary course of business;




(x)  sold,
      transferred, leased, subleased, licensed or otherwise disposed of any properties
      or assets, real, personal or mixed (including, without limitation, leasehold
      interests and intangible assets) in value in excess of $1,000,000 individually
      or $3,000,000 in the aggregate, other than in the ordinary course of business
      consistent with past practice;




(xi)  issued
      or sold any capital stock, notes, bonds or other securities, or any option,
      warrant or other right to acquire the same, of, or any other interest in, SPVs
      other than to the Seller;




(xii)  entered
      into any agreement, arrangement or transaction with any of its directors,
      officers, employees or shareholders (or with any relative, beneficiary, spouse
      or Affiliate of such person), other than shareholder loans reflected in (jj)
      below;




37




(xiii)  granted
      any increase, or announced any increase, in the wages, salaries, compensation,
      bonuses, incentives, pension or other benefits payable by such SPV to any of
      its
      Employees;




(xiv)  amended,
      terminated, cancelled, waived or compromised any material claims or rights
      of
      such SPV, except such claims or rights as would not, individually or in the
      aggregate, be expected to have a Material Adverse Effect;




(xv)  failed
      to maintain the Vessels in accordance with class requirements and past
      practices;




(xvi)  allowed
      any Permit that was issued or relates to such SPV or its Vessel to lapse or
      terminate except such Permits as would not, individually or in the aggregate,
      be
      reasonably expected to have a Material Adverse Effect, or failed to renew any
      such Permit or any insurance policy that is scheduled to terminate or expire
      within 45 calendar days prior to or after the Closing Date;




(xvii)  incurred
      any Indebtedness, in excess of $1,000,000 individually or $3,000,000 in the
      aggregate, other than in the ordinary course of business and except for
      shareholder loans reflected in (jj) below;




(xviii)  amended,
      modified or consented to the termination of any Material Contract or such SPV’s
      rights thereunder except (A) in the ordinary course of business consistent
      with
      past practice or (B) for such amendments and terminations as would not be
      expected to have a Material Adverse Effect;




(xix)  amended
      or restated the charter or the by-laws (or other organizational documents)
      of
      such SPV except for such amendments that would not be expected to have a
      Material Adverse Effect;




(xx)  suffered
      any Material Adverse Effect; or




(xxi)  agreed,
      whether in writing or otherwise, to take any of the actions specified in this
      Section 11(r) or granted any options to purchase, rights of first refusal,
      rights of first offer or any other similar rights or commitments with respect
      to
      any of the actions specified in this Section 11(r), except as expressly
      contemplated by this Agreement;




(s)  on
      the date hereof, Captain Vanderperre and Mr. Fred Cheng are the sole directors
      of each SPV except Shinyo Jubilee Ltd., Shinyo Mariner Ltd., and Shinyo Sawako
      Ltd. in respect of which on the date hereof Captain Vanderperre and Mr. Fred
      Cheng are both directors, and provided it is within their ability on the Closing
      Date, Captain Vanderperre and Mr. Fred Cheng will be directors of each SPV.
      None
      of the SPVs have any officers, Employees or Workers. To the Knowledge of the
      Seller, no dispute in excess of $100,000 exists under any Employment Legislation
      or otherwise is outstanding between any SPV and any crew on such SPV’s Vessel.
      No SPV is a party to or bound by any redundancy payment scheme in addition
      to
      statutory redundancy pay requirements. No SPV is a party to or bound by any
      share option, profit sharing, bonus, commission or any other scheme relating
      to
      the profit or sales of the SPVs or the Vessel other than profit sharing
      arrangements under the respective Charters in respect of the Vessels SHINYO
      KANNIKA and SHINYO OCEAN which have been disclosed on **Schedule
      11(p)** ;




38




(t)  since
      the date of the most recent balance sheet included in the Audited Financial
      Statements, no SPV has incurred any actual, or to the Knowledge of Seller,
      contingent liability in connection with any termination of employment of its
      Employees (including redundancy payments) or Workers or to the Knowledge of
      Seller for failure to comply with any order for the reinstatement or
      re-engagement of any Employees or Workers;




(u)  [intentionally
      omitted];




(v)  true
      and correct copies of the insurance policies maintained by or on behalf of
      each
      SPV as listed in **Schedule
      11(p)** have been provided to the Buyer. Other than as set forth in **Schedule
      2** **** of
      this Agreement, there are no material outstanding claims under, or in respect
      of
      the validity of, any of those insurance policies and, to the Knowledge of the
      Seller, there are no circumstances likely to give rise to any claim under any
      of
      those insurance policies, other than in the normal conduct of the Business
      by
      the SPVs. To the Knowledge of the Seller, (i) all the insurance policies are
      in
      full force and effect, (ii) are not void and (iii) nothing has been done or
      not
      done which could make any of them void or voidable;




(w)  each
      SPV currently holds all Permits (except where the failure to have such permits
      would not reasonably be likely to have a Material Adverse Effect), and to the
      Knowledge of the Seller all such Permits are in full force and effect. To the
      Knowledge of the Seller, except for the Arab Boycott Clauses found in certain
      of
      the charters, there is no existing practice, action or activity of the Seller,
      any SPV or their businesses as presently conducted, and no existing condition
      of
      the Vessels, which will give rise to any civil or criminal liability under,
      or
      violate or prevent compliance with, any health or occupational safety or other
      applicable Law. Since the date of the most recent balance sheet included in
      the
      Audited Financial Statements, none of the Seller nor any SPV has received any
      notice in writing from any Governmental Authority revoking, canceling,
      rescinding, materially modifying or refusing to renew any Permit or providing
      written notice of violations under any Law. To the Knowledge of the Seller,
      each
      SPV is in all respects in compliance with the requirements of the Permits and
      no
      Permit will require the consent of any Governmental Authority upon the
      consummation of the Sale and Purchase;




(x)  there
      are no pending, and to the Knowledge of the Seller, during the one-year period
      prior to the Original Agreement Date, there have been no threatened,
      Environmental Claims against any SPV or any Vessel and, to the Knowledge of
      the
      Seller, there are no circumstances with respect to any Vessel or the operation
      of the Business which could reasonably be anticipated (i) to form the basis
      of
      an Environmental Claim against any SPV or any Vessel or (ii) to cause such
      Vessel to be subject to any restrictions on ownership, occupancy, use or
      transferability under any applicable Environmental Law;




39




(y)  the
      name, official number, registered owner, and jurisdiction of registration of
      each Vessel owned by any SPV is listed in **Schedule
      11(f)** hereto. To the Knowledge of the Seller, each Vessel is operated in material
      compliance with each Maritime Guideline and all Laws to which it is subject.
      Each SPV is qualified to own and operate the Vessel owned by it under all
      applicable Laws (including the Laws of each Vessel’s flag state). Each Vessel is
      classed by a classification society which is a member of the IACS and is in
      class and free of overdue recommendations affecting class with all class and
      trading certificates valid. The Vessels are insured in accordance with customary
      market practice for vessels of similar age and type and as required by the
      Carry-Over Financing. To the Knowledge of the Seller, since the date of the
      most
      recent balance sheet included in the Audited Financial Statements, the Vessels
      have not been employed in any trade or business which is unlawful under the
      laws
      of any jurisdiction in which such Vessel is registered or trades, or in any
      manner whatsoever which may render any such Vessel liable to condemnation in
      a
      prize court or to destruction, seizure or confiscation;




(z)  all
      of the bank accounts, safe deposit boxes and lock boxes used by each SPV
      (designating each authorized signatory) are listed in **Schedule
      11(y)** .
      Excepting the authorized signatories, no SPV has granted a power of attorney
      with respect to such bank accounts to any Person which has not been
      terminated;




(aa)  it
      is an “accredited investor” within the meaning of Rule 501 of Regulation D under
      the Securities Act;




(bb)  it
      has received or has had full access to all the information it considers
      necessary or appropriate to make an informed decision with respect to the
      acquisition of the Registrable Securities;




(cc)  the
      Registrable Securities being acquired by it are being acquired for its own
      account for the purpose of investment and not with a view to, or for resale
      in
      connection with, any distribution thereof within the meaning of the Securities
      Act, and it has no current specific plan or intention to sell or otherwise
      dispose of such Registrable Securities;




(dd)  it
      understands that (i) the Registrable Securities have not been registered under
      the Securities Act by reason of their issuance in a transaction exempt from
      the
      registration requirements of the Securities Act, (ii) the Registrable Securities
      must be held indefinitely (subject, however, to the Buyer’s obligation to effect
      the registration of Registrable Securities in accordance with Section 6 hereof)
      unless a subsequent disposition thereof is registered under the Securities
      Act
      or is exempt from such registration, and (iii) shares of Buyer Common Stock
      will
      bear a legend to such effect set forth in Section 6(j) hereof;




(ee)  the
      representations and warranties made by the Seller in this Section 11 are the
      exclusive representations and warranties made by the Seller and the Seller
      hereby disclaims any other express or implied representations or
      warranties;




(ff)  the
      Seller is not aware of any existing facts pertaining to any SPV or the business
      which could have a Material Adverse Effect and which have not been disclosed
      to
      EIAC and the Buyer by the Seller other than normal business or market risks
      prevailing from time to time;




(gg)  no
      representation or warranty of the Seller in this Agreement, nor any statement
      or
      certificate furnished or to be furnished to EIAC or the Buyer pursuant to this
      Agreement, or in connection with the transactions contemplated by this
      Agreement, contains or will contain any untrue statement of a material fact,
      or
      omits or will omit to state a material fact necessary to make the statements
      contained herein or therein not misleading;




40




(hh)  during
      the period the Vessels have been owned by the SPVs, the Vessels have not
      violated any United Nations or United States of America sanctions applicable
      to
      the Vessels at any time;




(ii)  Seller
      has the full power and authority to waive any and all rights of preemption
      or
      other restrictions on transfer in respect of the SPV Shares, as provided in
      Section 3(b) of this Agreement; and




(jj)  The
      aggregate net amount of shareholder loans to the SPVs and inter-company
      indebtedness between the respective SPVs at the Original Agreement Date and
      the
      date of this Agreement is approximately $87,330,000, which shall be satisfied
      prior to or at Closing.




**SECTION
                12.**
            **REPRESENTATIONS
                AND WARRANTIES OF THE BUYER****.**




The
      Buyer hereby makes the following representations and warranties to the Seller
      and EIAC as of the Original Agreement Date and as of the Closing Date (unless
      otherwise indicated):




(a)  it
      is duly organized and existing under the laws of the jurisdiction of its
      organization with full power and authority to execute and deliver this Agreement
      and to perform all of the duties and obligations to be performed by it under
      this Agreement;




(b)  as
      of the date of this Agreement and as of the Closing Date, this Agreement has
      been duly authorized, executed and delivered by it, and constitutes its valid,
      legal and binding obligation enforceable against it in accordance with its
      terms, except as enforceability may be limited by bankruptcy, insolvency or
      other similar laws of general application relating to or affecting the
      enforcement of creditors’ rights in general or by general principles of equity
      whether considered in a proceeding at law or equity;




(c)  its
      execution and delivery of, the performance and incurrence by it of its
      obligations and liabilities under, and the consummation by it of the other
      transactions contemplated by this Agreement do not and will not as of the date
      of this Agreement and as of the Closing Date (i) violate any provision of its
      organizational documents, (ii) violate any applicable law, rule or regulation,
      (iii) violate any order, writ, injunction or decree of any court or governmental
      or regulatory authority or agency or any arbitral award applicable to it or
      its
      affiliates or (iv) result in a breach of, constitute a default under, require
      any consent under, or result in the acceleration or required prepayment of
      any
      indebtedness pursuant to the terms of, any agreement or instrument of which
      it
      is a party or by which it is bound or to which it is subject, or result in
      the
      creation or imposition of any lien upon any property of it pursuant to the
      terms
      of any such agreement or instrument, in the case of (i), (ii), (iii) or (iv)
      which could have a material adverse effect on the transactions contemplated
      hereby;




(d)  there
      are no legal or governmental actions, suits or proceedings pending or, to its
      actual knowledge, threatened against it before any court, administrative agency
      or tribunal which, if determined adversely to it, could reasonably be expected
      to adversely affect the ability of it to perform its obligations under this
      Agreement;




41




(e)  as
      of the Closing Date, the Buyer will (i) have sufficient cash in immediately
      available funds to pay the Cash Consideration required to be paid by the Buyer
      and all of its fees and expenses in order to consummate the Sale and Purchase
      and (ii) be duly authorized without the consent of any other Person to issue
      the Stock
      Consideration ,
      such that upon issuance, such Stock
      Consideration will be duly and validly issued, fully paid and non-assessable;




(f)  the
      affirmative vote of the holders of a majority of the outstanding shares of
      Buyer
      Common Stock is the only vote of the holders of any class or series of equity
      securities of the Buyer necessary to approve the Merger and the Sale and
      Purchase;




(g)  attached
      as **Schedule
      12(g)** are a true, correct and complete copy of the Buyer’s Articles of Incorporation
      and Bylaws;




(h)  as
      of the date hereof and as of the Closing Date immediately prior to the Merger,
      the Buyer has no shares of common stock or rights or warrants or any other
      instrument to acquire shares of common stock currently outstanding except as
      disclosed in **Schedule
      12(h)** ,
      which shares of common stock, rights, warrants and instruments are necessary
      to
      fulfill its obligations in connection with Merger and the Sale and
      Purchase;




(i)  the
      Buyer acknowledges that it and its representatives have been permitted full
      and
      complete access to the books and records, facilities, equipment, Tax Returns,
      contracts, insurance policies (or summaries thereof) and other properties and
      assets of the SPVs that it and its representatives have desired or requested
      to
      see or review, and that it and its representatives have had a full opportunity
      to meet with such Employees and other representatives of the SPVs to discuss
      the
      business of the SPVs; the Buyer acknowledges that none of the SPVs, the Seller
      or any other Person has made any representation or warranty, expressed or
      implied, as to the SPV Shares, the Vessels or the SPVs furnished or made
      available to the Buyer and its representatives, except as expressly set forth
      in
      Section 11, and neither the Seller nor any other Person (including any officer,
      director, member or partner of the Seller) shall have or be subject to any
      liability to the Buyer, or any other Person, resulting from the Buyer’s use of
      any information, documents or material made available to the Buyer in any
      confidential information memoranda, “data rooms” (whether electronic or
      otherwise), management presentations, due diligence or in any other form in
      expectation of the transactions contemplated hereby; the Buyer acknowledges
      that, should the Closing occur, the Buyer shall acquire the SPVs and their
      respective Vessels in class pursuant to the rules of the applicable
      classification society with no overdue recommendations affecting class, except
      as otherwise expressly represented or warranted in Section 11 or in the
      Disclosure Letter; provided , however ,
      that nothing in this Section 12(i) is intended to limit or modify the
      representations and warranties contained in Section 11 or in the Disclosure
      Letter; and the Buyer acknowledges that, except for the representations and
      warranties contained in Section 11 or in the Disclosure Letter, none of the
      SPVs, the Seller or any other Person has made, and the Buyer has not relied
      on
      any other express or implied representation or warranty by or on behalf of
      the
      SPVs or the Seller;




(j)  save
      as set out in **Schedule
      12(j)** there are not now in existence any contracts, agreements, or understandings
      of
      any nature to which the Buyer is a party or by which it is or may become bound
      which give rise to any Liabilities which will survive the Merger (except
      as mutually agreed in writing between Buyer and Seller to effect the Merger
      and
      the Sale and Purchase) and become the Liabilities of the Buyer, in whole or in part ;
      Buyer agrees that its Liabilities with respect to the contractual obligations
      set forth in **Schedule
      12(j)** (other than legal, accounting and auditing fees and expenses) will not exceed
      $7.15 million in the aggregate and expects legal, accounting and auditing fees
      and expenses not to exceed $1.25 million in the aggregate; but in the event
      that
      Buyer has reason to believe that legal, accounting and auditing fees and
      expenses will exceed $1.25 million, then Buyer shall notify Seller promptly
      of
      the amount by which it expects such Liabilities to exceed $1.25 million;
      and




42




(k)  no
      representation or warranty of the Buyer in this Agreement, nor any statement
      or
      certificate furnished or to be furnished to Seller pursuant to this Agreement
      or
      in connection with the transactions contemplated by this Agreement, or in
      respect of any filings made or to be made by the Buyer or EIAC with the
      SEC prior to
      the Closing ,
      contains or will contain any untrue statement of a material fact, or omits
      or
      will omit to state a material fact necessary to make the statements contained
      herein or therein not misleading; **provided
      that** nothing in the foregoing representation shall be construed to include any actual
      untrue statement or actual omission made or incorporated by reference in any
      filings made or to be made by the Buyer or EIAC with the SEC (i)
      solely in reliance upon and in conformity with written information furnished
      to
      the Buyer or EIAC by the Seller (or
      any
      of its representatives) specifically
      for use therein or (ii)
      which otherwise relates to Seller, the SPVs, or their businesses (individually
      and combined), that the Seller has had the opportunity to review and has
      provided its written consent thereto as provided in Section 5(c) of this
      Agreement .




**SECTION
                13.**
            **REPRESENTATIONS
                AND WARRANTIES OF EIAC****.**




EIAC
      hereby makes the following representations and warranties to the Seller and
      the
      Buyer as of the Original Agreement Date and as of the Closing Date (unless
      otherwise indicated):




(a)  it
      is duly organized and existing under the laws of the jurisdiction of its
      organization with full power and authority to execute and deliver this Agreement
      and to perform all of the duties and obligations to be performed by it under
      this Agreement;




(b)  as
      of the date of this Agreement and as of the Closing Date, this Agreement has
      been duly authorized, executed and delivered by it, and constitutes its valid,
      legal and binding obligation enforceable against it in accordance with its
      terms, except as enforceability may be limited by bankruptcy, insolvency or
      other similar laws of general application relating to or affecting the
      enforcement of creditors’ rights in general or by general principles of equity
      whether considered in a proceeding at law or equity;




(c)  its
      execution and delivery of, the performance and incurrence by it of its
      obligations and liabilities under, and the consummation by it of the other
      transactions contemplated by, this Agreement do not and will not as of the
      date
      of this Agreement and as of the Closing Date (i) violate any provision of its
      organizational documents, (ii) violate any applicable law, rule or regulation,
      (iii) violate any order, writ, injunction or decree of any court or governmental
      or regulatory authority or agency or any arbitral award applicable to it or
      its
      affiliates or (iv) result in a breach of, constitute a default under, require
      any consent under, or result in the acceleration or required prepayment of
      any
      indebtedness pursuant to the terms of, any agreement or instrument of which
      it
      is a party or by which it is bound or to which it is subject, or result in
      the
      creation or imposition of any lien upon any property of it pursuant to the
      terms
      of any such agreement or instrument, in the case of (i), (ii), (iii) or (iv)
      which could have a material adverse effect on the transactions contemplated
      hereby;




43




(d)  there
      are no legal or governmental actions, suits or proceedings pending or, to its
      actual knowledge, threatened against it before any court, administrative agency
      or tribunal which, if determined adversely to it, could reasonably be expected
      to adversely affect the ability of it to perform its obligations under this
      Agreement;




(e)  other
      than the affirmative vote of the holders of a majority of the shares of common
      stock voted by the holders of shares issued in the IPO and Initial Private
      Placement, subject to public stockholders owning less than 30.0% of the total
      number of shares sold in the IPO and Initial Private Placement exercising their
      redemption rights (as described in the Prospectus), there is no other
      shareholder vote of the holders of any class or series of equity securities
      of
      EIAC necessary to approve the transactions contemplated hereby to be undertaken
      by EIAC hereunder;




(f)  EIAC
      acknowledges that it and its representatives have been permitted full and
      complete access to the books and records, facilities, equipment, Tax Returns,
      contracts, insurance policies (or summaries thereof) and other properties and
      assets of the SPVs that it and its representatives have desired or requested
      to
      see or review, and that it and its representatives have had a full opportunity
      to meet with such Employees and other representatives of the SPVs to discuss
      the
      business of the SPVs; EIAC acknowledges that none of the SPVs, the Seller or
      any
      other Person has made any representation or warranty, expressed or implied,
      as
      to the SPV Shares, the Vessels or the SPVs furnished or made available to EIAC
      and its representatives, except as expressly set forth in Section 11, and
      neither the Seller nor any other Person (including any officer, director, member
      or partner of the Seller) shall have or be subject to any liability to EIAC,
      or
      any other Person, resulting from EIAC’s use of any information, documents or
      material made available to EIAC in any confidential information memoranda,
“data
      rooms” (whether electronic or otherwise), management presentations, due
      diligence or in any other form in expectation of the transactions contemplated
      hereby; EIAC acknowledges that, should the Closing occur, the Buyer shall
      acquire the SPVs and their respective Vessels in class pursuant to the rules
      of
      the applicable classification society with no overdue recommendations affecting
      class, except as otherwise expressly represented or warranted in Section 11
      or
      in the Disclosure Letter; provided , however ,
      that nothing in this Section 13(f) is intended to limit or modify the
      representations and warranties contained in Section 11 or in the Disclosure
      Letter; and EIAC acknowledges that, except for the representations and
      warranties contained in Section 11 or in the Disclosure Letter, none of the
      SPVs, the Seller or any other Person has made, and EIAC has not relied on any
      other express or implied representation or warranty by or on behalf of the
      SPVs
      or the Seller;




(g)  save
      as set out in **Schedule
      13(g)** there are no contracts, agreements, or understandings of any nature to which
      EIAC is a party or by which it is or may become bound which give rise to any
      Liabilities which will survive the Merger (except
      as mutually agreed in writing between Buyer and Seller to effect the Merger
      and
      the Sale and Purchase) and become the Liabilities of the Buyer, in whole or in part ;
      Buyer agrees that its Liabilities with respect to the contractual obligations
      set forth in **Schedule
      13(g)** (other than legal, accounting and auditing fees and expenses) will not exceed
      $7.15 million in the aggregate and expects legal, accounting and auditing fees
      and expenses not to exceed $1.25 million in the aggregate; but in the event
      that
      Buyer has reason to believe that legal, accounting and auditing fees and
      expenses will exceed $1.25 million, then Buyer shall notify Seller promptly
      of
      the amount by which it expects such Liabilities to exceed $1.25
      million;




44




(h)  set
      out in **Schedule
      13(h)** are all currently outstanding loans made by officers, directors or principal
      stockholders to EIAC.




(i)  as
      of the date hereof and as of the Closing Date immediately prior to the Merger,
      EIAC has no shares of common stock or rights or warrants or any other instrument
      to acquire shares of common stock currently outstanding except as disclosed
      in **Schedule
      13(i)** ,
      which shares of common stock, rights, warrants and instruments represent the
      fully diluted capitalization of EIAC as of such dates and are necessary to
      fulfill its obligations in connection with Merger and the Sale and Purchase;
      and




(j)  no
      representation or warranty of EIAC in this Agreement, nor any statement or
      certificate furnished or to be furnished to the Seller pursuant to this
      Agreement or in connection with the transactions contemplated by this Agreement,
      or in respect of any filings made or to be made by EIAC or the Buyer with the
      SEC prior to
      the Closing ,
      contains or will contain any untrue statement of a material fact, or omits
      or
      will omit to state a material fact necessary to make the statements contained
      herein or therein not misleading; **provided
      that** nothing in the foregoing representation shall be construed to include any actual
      untrue statement or actual omission made or incorporated by reference in any
      filings made or to be made by the Buyer or EIAC with the SEC (i)
      solely in reliance upon and in conformity with written information furnished
      to
      the Buyer or EIAC by the Seller (or
      any
      of its representatives) specifically
      for use therein or (ii)
      which otherwise relates to Seller, the SPVs, or their businesses (individually
      and combined), that the Seller has had the opportunity to review and has
      provided its written consent thereto as provided in Section 5(c) of this
      Agreement .




**SECTION
                14.**
            **CONDITIONS
                PRECEDENT TO THE OBLIGATIONS OF THE SELLER****.**




The
      obligation of the Seller to sell and deliver the SPV Shares to the Buyer is
      subject to the satisfaction or waiver of the following conditions, which
      conditions are intended wholly for the benefit of the Seller:




(a)  *Due
      Authorization, Execution and Delivery.* This Agreement shall have been duly authorized, executed and delivered by the
      Buyer and EIAC, shall be in full force and effect and executed counterparts
      thereof shall have been delivered to the Seller.




(b)  *Representations
      and Warranties.* The representations and warranties of the Buyer and EIAC contained in this
      Agreement shall be true and correct on and as of the date hereof and the Closing
      Date.




(c)  *Illegality.* The performance of the transactions contemplated hereby upon the terms and
      subject to the conditions set forth in this Agreement shall not, in the
      reasonable judgment of the Seller, violate, and shall not subject the Seller
      or
      any Seller’s Affiliate or any SPV or Vessel to any material penalty or liability
      under, any law, rule or regulation binding upon any of them.




45




(d)  *No
      Proceedings.* No legal or governmental action, suit or proceeding shall have been instituted
      or threatened before any court, administrative agency or tribunal, nor shall
      any
      order, judgment or decree have been issued or proposed to be issued by any
      court, administrative agency or tribunal, to set aside, restrain, enjoin or
      prevent the consummation of this Agreement or the transactions contemplated
      hereby.




(e)  *Performance
      of Obligations.* EIAC and the Buyer shall have performed all obligations required of them under
      this Agreement in all material respects.




(f)  *Merger.*




(i)  EIAC
      shall have been merged with and into the Buyer on the terms disclosed in the
      Merger Proxy, the separate corporate existence of EIAC shall have ceased and
      the
      Buyer shall continue as the surviving corporation (the “ *Surviving
      Corporation* ”);




(ii)  the
      Certificate of Incorporation and By-laws of EIAC, as in effect immediately
      prior
      to the Effective Time, shall cease and the Articles of Incorporation and Bylaws
      of the Buyer shall be the Articles of Incorporation and Bylaws of the Surviving
      Corporation; and




(iii)  the
      board of directors of the Surviving Corporation shall consist of those persons
      elected to serve as directors in accordance with Section 9.




(g)  *Shareholder
      Approval.* Each of EIAC and the Buyer shall have received the required affirmative votes
      from its stockholders in favor of the Merger and the purchase of the SPV Shares
      as contemplated hereby.




(h)  *Admission
      to Listing.* The
      consent to the listing of the securities of the Buyer on the American Stock
      Exchange at and from the Effective Time shall have been obtained and a copy
      supplied to Seller.




(i)  *Opinions
      of Counsel to Buyer.* The Seller shall have received from counsel to Buyer opinions, customary for
      transactions of the type contemplated by the Merger and the Sale and Purchase,
      which opinions shall be in form and substance reasonably satisfactory to
      Seller.




(j)  *Financing* .
      The Financing shall have been made available to Buyer on the Closing
      Date.




(k)  *Market
      Stand-off Agreement* .
      Prior to the Closing Date, each of the Initial Stockholders, each of the
      executive officers and directors of the Buyer shall have executed and delivered
      to the Seller and the Buyer a market stand-off agreement in form and substance
      reasonably satisfactory to the Seller.




46




(l)  *Initial
      Stockholders* .
      The Seller shall have received the Initial Stockholders’ Undertaking duly
      executed by the Initial Stockholders, and the Seller and the Initial
      Stockholders shall have entered into an agreement, in form and substance
      reasonably satisfactory to the Seller, providing the Seller with a right of
      first refusal to purchase the Escrow Shares.




(m)  *Management
      Agreement* .
      (i) The
      terms of the Management Agreement shall have been mutually agreed in writing
      by
      the Seller, the Buyer and EIAC on or before the date of the filing of the final
      Merger Proxy with the SEC, (ii) each of Buyer and the Management Company shall
      have executed the Management Agreement, and the Management Agreement shall
      be in
      full force and effect and all conditions to its performance shall have been
      satisfied on or before the Closing Date, and (iii) any pre-existing contracts
      of
      employment between EIAC and any officer, director, or other employee of EIAC
      and
      any pre-existing consulting agreement with any consultant to EIAC shall have
      been terminated without any liability thereunder being transferred to the Buyer
      in consequence of the Merger, the Sale and Purchase or otherwise .




(n)  *Assigned
      Rights.* The Seller shall have received documentation evidencing each SPVs assignment
      of
      the Assigned Rights.




(o)  *Termination
      of Options.* Outstanding options to purchase an aggregate of 2,688,750 shares of EIAC common
      stock granted to Mr. George Sagredos, and outstanding options to purchase an
      aggregate of 896,250 shares of EIAC common stock granted to Mr. Andreas
      Theotokis, shall be terminated and cancelled, and upon such termination and
      cancellation, neither EIAC nor the Buyer will have any further obligation under
      the corresponding option agreements covering the grants of such
      options.




(p)  *Acknowledgment
      and Agreement* .
      Each of George Sagredos, Marios Pantazopoulos, each holder of EIAC units
      received in the Initial Private Placement and Robert Ventures Limited shall
      have
      executed an Acknowledgment and Agreement.




(q)  *Officer’s
      Certificates* .
      Each of the Buyer and EIAC had have delivered to the Seller a certificate,
      signed by its President, dated as of the Closing Date, certifying the matters
      set forth in Sections 14(a), (b), (d), (e), (f), (g), (m)(iii), ( o )
      and (s).




(r)  *Minute
      Books* .
      The Seller shall have received (i) a
      copy of the minute books of
      EIAC
      and Buyer and
      stock register of the
      Buyer ,
      certified by their respective Secretaries or Assistant Secretaries as of
      the Closing Date and (ii) a copy of the stock register of EIAC, certified by
      its
      stock transfer agent as of the Closing Date.




(s)  *Third
      Party Approvals* . Each
      of
      EIAC and Buyer shall have obtained all Third Party Approvals, other than those
      Third Party Approvals that Seller is obligated to obtain pursuant to Section
      15(s) of this Agreement.




47




**SECTION
                15.**
            **CONDITIONS
                PRECEDENT TO THE OBLIGATIONS OF THE BUYER AND EIAC****.**




The
      obligation of each of the Buyer and EIAC to effectuate the Merger and to
      purchase the SPV Shares from the Seller is subject to the satisfaction or waiver
      of the following conditions, which conditions are intended wholly for the
      benefit of the Buyer and EIAC:




(a)  *Due
      Authorization. Execution and Delivery.* This Agreement shall have been duly authorized, executed and delivered by the
      Seller, shall be in full force and effect and executed counterparts thereof
      shall have been delivered to the Buyer.




(b)  *Representations
      and Warranties.* The representations and warranties of the Seller contained in this Agreement,
      as
      supplemented by the Disclosure Letter(s), shall be true and correct on and
      as of
      the date hereof and the Closing Date.




(c)  *Illegality.* The performance of the transactions contemplated hereby upon the terms and
      subject to the conditions set forth in this Agreement shall not, in the
      reasonable judgment of the Buyer and EIAC, violate, and shall not subject the
      Buyer or EIAC to any material penalty or liability under, any law, rule or
      regulation binding upon the Buyer or EIAC.




(d)  *No
      Proceedings.* No legal or governmental action, suit or proceeding shall have been instituted
      or threatened before any court, administrative agency or tribunal, nor shall
      any
      order, judgment or decree have been issued or proposed to be issued by any
      court, administrative agency or tribunal, to set aside, restrain, enjoin or
      prevent the consummation of this Agreement or the transactions contemplated
      hereby.




(e)  *Performance
      of Obligations.* The Seller shall have performed all obligations required of it under this
      Agreement in all material respects.




(f)  *Shareholder
      Approval.* Each of the Buyer and EIAC shall have received the required affirmative votes
      from its stockholders in favor of the Merger and the Sale and Purchase and
      the
      SEC shall have declared the Acquisition Registration Statement
      effective.




(g)  *Opinion
      of Counsel to Seller.* Buyer and EIAC shall have received from counsel to Seller an opinion, customary
      for transactions of the type contemplated by the Merger and the Sale and
      Purchase, which opinion shall be in form and substance reasonably satisfactory
      to Buyer and EIAC.




(h)  *Resignations
      of Directors* .
      Buyer and EIAC shall have received the resignations, effective as of the
      Closing, of all the directors and officers of each SPV, except for such persons
      as shall have been designated in writing prior to the Closing by the Buyer
      to
      the Seller.




(i)  *Organizational
      Documents* .
      Buyer and EIAC shall have received a copy of (i) the Certificates of
      Incorporation, as amended (or similar organizational documents), of each SPV,
      certified by the appropriate government official in the jurisdiction in which
      each such entity is incorporated or organized, as of a date not earlier than
      five days prior to the Closing Date accompanied, if available, by a
      certification by the appropriate government official that each such entity
      is
      validly existing and in good standing under the laws of the jurisdiction of
      its
      incorporation and accompanied by a certificate of the Secretary or Assistant
      Secretary of each such entity, dated as of the Closing Date, stating that no
      amendments have been made to such Certificate of Incorporation (or similar
      organizational documents) since such date, and (ii) the By-laws (or similar
      organizational documents) of each SPV, certified by a Director of each such
      entity.




48




(j)  *Minute
      Books* .
      Buyer and EIAC shall have received a copy of the minute books and stock register
      of each SPV, certified by their respective Secretaries or Assistant Secretaries
      as of the Closing Date.




(k)  *Vessel
      Management Agreements.* All management agreements and submanagement agreements that any SPV is party
      to
      or relating to any Vessel will be terminated on or prior to the Closing Date
      and
      new management agreements will be entered into as required by Section 9(c)
      of
      this Agreement.




(l)  *No
      Material Adverse Effect* .
      No event or events shall have occurred, or be reasonably likely to occur, which
      individually or in the aggregate have, or might reasonably be expected to have,
      a Material Adverse Effect.




(m)  *SOC
      Escrow Agreement* .
      The Seller, the Buyer and the Escrow Agent shall have executed the SOC Escrow
      Agreement (unless such execution is not required pursuant to Section
      3(c)(ii)).




(n)  *Management
      Agreement* .
      The
      terms of the Management Agreement shall have been mutually agreed in writing
      by
      the Seller, the Buyer and EIAC and on or before the date of the filing of the
      final Merger Proxy with the SEC and each of Buyer and the Management Company
      shall have executed the Management Agreement on or before the Closing
      Date .




(o)  *Transcripts
      of Register.* The Buyer and EIAC shall have received a Transcript of Register dated as of
      the
      Closing Date issued by the Hong Kong Shipping Registry evidencing each Vessel
      duly registered in the ownership of the relevant SPV free from any and all
      registered Liens except Permitted Liens;




(p)  *Classification
      Status.* The
      Buyer and EIAC shall have received a certificate issued by the Classification
      Society of each Vessel dated as of the Closing Date stating that such Vessel
      maintains its class free of overdue recommendations affecting
      class.




(q)  *Insurances.* The Buyer and EIAC shall have received evidence that each Vessel is properly
      insured in accordance with customary market practice for vessels of similar
      age
      and type and as required by the Carry-Over Financing.




(r)  *SPV
      Share Ownership.* The Seller and/or JVCo shall own all of the issued and outstanding ordinary
      shares of each SPV, free and clear of all Liens other than Liens created by
      the
      Carry-Over Financing.




(s)  *Third
      Party Approvals* .
      The Seller shall have obtained all Third Party Approvals and the consent or
      waiver of any party to a Carry-Over Financing, to the extent such consent or
      waiver is necessary to continue the financing arrangements thereby upon the
      consummation of the transactions contemplated hereby.




(t)  *Officer’s
      Certificates* .
      Seller shall have delivered to each of EIAC and Buyer a certificate, signed
      by a
      Director, dated as of the Closing Date, certifying the matters set forth in
      Sections 15(a), (b), (d), (e), (k), (l) (to the Knowledge of Seller), (s) and
      (u).




49




(u)  *Seller
      Closing Conditions* .
      All of the conditions set forth in Section 14 (other than Section 14(f)(ii))
      shall have been met.




(v)  *Assumption
      of Liabilities* .
      The Buyer shall have received documentation evidencing the Seller’s Assumption
      of Liabilities.




(w)  *Financing* .
      The Financing shall have been made available to Buyer on the Closing
      Date.




(x)  *Financing
      Private Placement* .
      Seller shall have purchased or agreed to purchase at and subject to Closing
      the
      Financing Private Placement Units issued in the Financing Private Placement.
      Notwithstanding the foregoing, the number of Financing Private Placement Units
      actually purchased shall not exceed $50 million, and shall be the actual amount
      as is necessary to meet any capital threshold requirements of the Financing
      referred to in (x) immediately above.




**SECTION
                16.**
            **FURTHER
                ASSURANCES AND OTHER MATTERS****.**




(a)  Each
      of the Seller, the Buyer and EIAC agrees, upon the request of the other party,
      at any time and from time to time, promptly to execute and deliver all such
      further documents, promptly to take and forbear from all such action, and to
      obtain all approvals, consents, exemptions or authorizations from such
      governmental agencies or authorities as may be necessary or reasonably
      appropriate in order to effect the Merger and the Sale and Purchase and to
      more
      effectively confirm or carry out the provisions of this Agreement and the other
      documents entered into in connection herewith.




(b)  Seller
      shall cooperate with and assist EIAC and Buyer in the preparation of the Merger
      Proxy and other documents required in connection therewith, which cooperation
      and assistance shall include, but not be limited to, providing appropriate
      representation letters, preparing and reviewing explanations and descriptions
      of
      Seller’s business and making available Seller’s financial and business
      information required to be included in the Merger Proxy pursuant to the rules
      and regulations under the Securities Act (including such additional audited
      and
      unaudited financial statements for each SPV and other related information with
      respect to any required periods (including the related Management’s Discussion
      and Analysis of Financial Conditions), provided that any financial statements
      and other related information shall be prepared at the sole cost of EIAC and
      the
      Buyer).




(c)  Seller
      will review the Merger Proxy and other documents required in connection
      therewith to assist EIAC and Buyer in their confirmation processes with respect
      to information that Seller has provided, and will further permit EIAC and Buyer
      to have access to such information as, in Buyer’s discretion, Buyer deems
      necessary to ensure that the Merger Proxy, Acquisition Registration Statement
      and Resale Registration Statement, as the case may be, do not contain any untrue
      statement of a material fact or omit to state a material fact necessary in
      order
      to make the statements contained therein not misleading .




50




(d)  Seller
      on behalf of itself and the SPVs hereby agrees that, except for any expenses
      which EIAC and/or the Buyer has agreed to pay under the terms of this
      Agreement on the
      earlier of the termination of this Agreement under Section 20 and the Closing
      Date ,
      neither it nor any of the SPVs shall have any right, title, interest or claim
      of
      any kind (each, a “ *Trust
      Fund Claim* ”)
      in or to any monies that were at any time retained in the trust fund (the
“ *Trust
      Fund* ”)
      established by EIAC for the benefit of the public stockholders and the
      underwriters of the IPO and hereby waive any Trust Fund Claim against any such
      monies which it may have in the future as a result of, or arising out of, any
      negotiations, contracts or agreements with EIAC and will not for any reason
      whatsoever seek recourse against the monies that are retained in the Trust
      Fund
      for such purposes. The obligations arising under this Section 16(d) shall
      survive the termination of this Agreement.




**SECTION
                17.**
            **INDEMNITIES****.**




(a)  Subject
      to the terms and conditions of this Section 17 and the Closing having occurred,
      and notwithstanding anything to the contrary contained in this Agreement, the
      Seller hereby agrees to indemnify, defend and hold harmless the Buyer
      Indemnitees from and against all Losses asserted against, resulting to, imposed
      upon, or incurred by any Buyer Indemnitee by reason of, arising out of or
      resulting from:




(i)  the
      inaccuracy or breach of any representation or warranty of the Seller contained
      in or made pursuant to this Agreement, any Exhibits, Schedules or any
      certificate delivered by the Seller to the Buyer pursuant to this Agreement
      with
      respect hereto or thereto in connection with the Closing;




(ii)  the
      non-fulfillment or breach of any agreement, covenant or undertaking of the
      Seller or any SPV contained in this Agreement or any Ancillary
      Agreement;




(iii)  any
      Liability (other than the Carry-Over Financing) of an SPV attributable to the
      operations or actions of any SPV or the Seller occurring on or prior to the
      Closing Date; or




(iv)  Disclosed
      Legal Proceedings.




(b)  The
      Buyer shall notify the Seller of any Claim for which the Seller may have an
      indemnification liability under this Agreement as soon as reasonably possible,
      giving reasonable details, provided, however, that the failure to give such
      timely notice shall not affect the Buyer’s rights to indemnification hereunder,
      except to the extent the Seller is actually prejudiced by such failure. In
      the
      event of a Third Party Claim, the Seller shall have 30 days after the receipt
      of
      such notice to elect to undertake, conduct and control, through counsel of
      its
      own choosing and at its expense, the settlement or defense thereof, and the
      Buyer shall cooperate with the Seller in connection therewith; provided
      that:




(i)  the
      Seller acknowledges and agrees in writing that the indemnification provisions
      of
      this Section 17 apply to such Third Party Claim;




(ii)  the
      Seller shall permit the Buyer to participate in such settlement or defense
      through counsel chosen by the Buyer, provided that the fees and expenses of
      such
      counsel shall be borne by the Buyer;




51




(iii)  the
      Seller shall keep the Buyer advised as to the current status and progress of
      such settlement or defense;




(iv)  the
      Seller shall not, without the prior written consent of the Buyer (which consent
      shall not be unreasonably withheld or delayed), settle or compromise any such
      Third Party Claim or consent to the entry of any order, judgment, injunction,
      or
      consent decree in respect to such Third Party Claim; and




(v)  nothing
      herein shall require the Buyer to consent to any such settlement or compromise
      or to the entry of any order, judgment, injunction or consent decree which
      does
      not include as an unconditional term thereof the giving by the claimant or
      plaintiff to the Buyer a release from all liability in respect to such Third
      Party Claim or which affects the ability of the Buyer or any SPV to conduct
      its
      business operations after the date thereof.




So
      long as the Seller is diligently contesting any such Third Party Claim in good
      faith (and is otherwise complying with the conditions in the preceding
      sentence), the Buyer shall not pay or settle any such Third Party Claim.
      Notwithstanding the foregoing, the Buyer shall have the right to pay or settle
      any Third Party Claim, provided that in such event it shall waive any right
      to
      indemnity therefor by the Seller. If the Seller does not notify the Buyer within
      30 days after the receipt of the Buyer’s written notice of a Third Party Claim
      that it elects to undertake the defense thereof (or does not otherwise comply
      with the conditions set forth in this Section 17(b)), the Buyer shall have
      the
      right to contest, settle or compromise the Third Party Claim in the exercise
      of
      its reasonable judgment at the expense of the Seller.




(c)  Seller’s
      indemnity shall include all Losses arising from any demands, claims, suits,
      actions, costs of investigation, notices of violation or noncompliance, causes
      of action, proceedings and assessments made by Third Parties whether or not
      ultimately determined to be valid. Solely for the purpose of determining the
      amount of any Losses (and not for determining any breach) for which any Buyer
      Indemnitee may be entitled to indemnification pursuant to this Section 17,
      any
      Losses recoverable in respect of a breach of representation or warranty
      contained in this Agreement that is qualified by a term or terms such as
“material” or “materially,” or any equivalent qualification shall include all
      Losses that are recoverable in respect of such breach, and not only the
“material” Losses or the Losses that relate to the part which is “material.” Any
      Buyer Indemnitee seeking indemnification under this Agreement shall take and
      shall cause its Affiliates and their respective directors and officers to take
      all commercially reasonable steps to mitigate the amount of any Losses upon
      becoming aware of any event which would reasonably be expected to, or does,
      give
      rise thereto, including incurring costs only to the minimum extent necessary
      to
      remedy the breach or inaccuracy which gives rise to such Losses.




(d)  The
      parties hereto acknowledge and agree that the remedies provided for in this
      Section 17 shall be their sole and exclusive remedy with respect to any Claims
      under this Agreement, except in respect of Taxes. The Buyer’s rights and
      remedies under this Section 17 or any other provision of this Agreement shall
      not exclude or limit any other remedies that may be available to it under any
      applicable law, such as (without limitation) the right to apply to a court
      of
      competent authority in any jurisdiction for relief by way of injunction or
      restraining order or the right to seek specific performance of this
      Agreement.




52




(e)  To
      the extent that a Claim indemnified by Seller under this Agreement is in effect
      paid in full (or if payment of such Claim is otherwise provided for to the
      reasonable satisfaction of the Buyer Indemnitee) by the Seller, the Seller
      (as
      the case may be) shall, to the extent permitted by law, be subrogated to the
      rights and remedies of the Buyer Indemnitee on whose behalf such Claim was
      paid
      or provided for (including the rights of such Buyer Indemnitee under its
      insurance) with respect to the transaction or event giving rise to such Claim.
      Should the Buyer Indemnitee receive any refund, reimbursement or other payment,
      in whole or in part, with respect to any Claim paid by or on behalf of Seller,
      such Buyer Indemnitee shall promptly pay the amount so received (but not an
      amount in excess of the amount Seller has paid or caused to be paid in respect
      of such Claim) plus interest thereon to the extent that such amount reimbursed
      included such interest less any Taxes (net after adjustment) as may be required
      to be paid with respect to such reimbursed amount.




(f)  [Intentionally
      omitted].




(g)  Seller
      shall have no liability (for indemnification or otherwise) with respect to
      any
      Claim under this Agreement (except in respect to Taxes):




(i)  until
      the total of all Losses with respect to such matters exceeds $5,000,000, after
      which Seller must indemnify the Buyer Indemnitees for the full amount of such
      Losses from the first dollar of such Losses; or




(ii)  made
      after the First Anniversary.




(h)  Seller’s
      aggregate liability (for indemnification or otherwise, except in respect of
      Taxes) with respect to Claims under this Agreement shall not exceed $25,000,000; *provided
      that* the limitation provided under this subclause (h) shall not apply to Claims
      made
      after the Closing arising under Section 11(a), (b), (d), (e), (f) and (i) of
      this Agreement or related thereto or Claims resulting from or due to
      fraud.




**SECTION
                18.**
            **TAX
                RETURNS AND PRE-CLOSING TAXES AND STRADDLE PERIOD
                TAXES**




(a)  Notwithstanding
      any provision of this Agreement to the contrary, all rights and remedies of
      the
      parties relating to Pre-Closing Taxes and Straddle Period Taxes, Losses arising
      from such Taxes and any other matter relating to such Taxes are set forth
      exclusively in this Section 18. The sole remedies, rights of payments and
      damages available with respect to such Taxes, Losses arising from such Taxes
      and
      any other matter relating to such Taxes are those set forth in this Section
      18.




(b)  The
      Seller shall be liable for, and, subject to the provisions of this Section
      18,
      shall pay, indemnify and hold harmless the Buyer Indemnitees, on an after-tax
      basis, against any and all Pre-Closing Taxes and any Losses arising from
      Pre-Closing Taxes. Seller shall be liable for, and subject to the provisions
      of
      this Section 18, shall pay, indemnify and hold harmless the Buyer Indemnitees,
      on an after-tax basis, against Seller’s Portion of any Straddle Period Taxes
      (including any amounts paid to Seller under Section 18(j)) in excess of the
      Reserved Tax Liability and any Losses arising therefrom.




53




(c)  The
      Seller shall have exclusive authority subject to the provisions of this Section
      18 to prepare and file or cause to be prepared and filed all Pre-Closing Tax
      Returns for each SPV, including any Estimated Tax Returns due on or prior to
      the
      Closing Date.




(d)  The
      Seller shall prepare and duly and timely file or cause to be prepared and duly
      and timely filed all Pre-Closing Tax Returns for all SPVs. Each such Tax Return
      shall be true, correct and complete, shall be prepared in the same manner as
      the
      Tax Returns of the SPVs for the immediately preceding taxable year or period,
      and shall not make, amend or terminate any election without the prior written
      consent of the Buyer (which consent shall not be unreasonably withheld or
      delayed). The Seller shall duly and timely pay the Tax shown to be due on each
      such Tax Return. Promptly after the filing of each such Tax Return, Seller
      shall
      provide Buyer with a copy of the Tax Return, together with proof of the payment
      of the Tax shown thereon to be due.




(e)  The
      Buyer shall prepare (in accordance with the past practices of the relevant
      SPV,
      except to the extent required by law) the initial draft of all Straddle Period
      Tax Returns (other than Estimated Tax Returns due on or prior to the Closing
      Date) of each of the SPVs and shall submit such Tax Returns, along with a
      calculation of the Seller’s Portion of any Straddle Period Taxes relating to
      such Tax Returns (net of the Reserved Tax Liability for the relevant SPV and
      net
      of any Prepaid Taxes related to such Straddle Period Taxes), to the Seller
      for
      its approval no later than thirty (30) days prior to the due date thereof.
      No
      later than ten (10) days after the receipt of such Tax Return from the Buyer,
      the Seller shall notify the Buyer of any reasonable objections the Seller may
      have to items set forth in such draft Tax Returns and/or the calculation of
      the
      Sellers Portion of Straddle Period Taxes for which the Seller is responsible.
      The Buyer and Seller agree to consult and resolve in good faith any such
      objections, it being understood and agreed that in the absence of any such
      resolution, any and all such objections shall be in a manner consistent with
      the
      past practices with respect to such items unless otherwise required by
      law.




If
      the Seller and the Buyer cannot resolve any and all objections by the fifteenth
      (15 th )
      day prior to the due date of the Straddle Period Tax Returns that are the
      subject of the dispute, the issue involved shall be submitted to an independent
      public accounting firm acceptable to both the Seller and the Buyer; provided,
      however, that if the dispute or disagreement involves a matter of legal
      interpretation, then upon the written consent of both parties (which shall
      not
      be unreasonably withheld or delayed by either of them), such dispute shall
      be
      resolved by such independent public accounting firm, provided that in the
      absence of such written consent, such independent accounting firm shall select
      an outside attorney (1) experienced in the relevant tax law and (2) mutually
      acceptable to the Seller and the Buyer (which acceptance shall be in writing
      and
      shall not be unreasonably withheld or delayed by either of them) to resolve
      such
      dispute or disagreement. If the Seller and the Buyer cannot agree on an
      independent public accounting firm, the first Big Four Public Accounting Firm
      (on an alphabetical basis) that is not currently serving as the auditor of
      the
      Seller or the Buyer shall be selected to resolve the dispute. The Seller and
      the
      Buyer shall provide all necessary information to the independent accounting
      firm
      (or any outside attorney selected by such accounting firm), and shall instruct
      the independent accounting firm (or outside attorney selected by such accounting
      firm) to resolve the dispute, to the extent reasonably possible, no later than
      five 5 days prior to the due date of such Tax Returns. The decision of the
      independent public accounting firm (and any outside attorney selected by such
      accounting firm) in resolving the dispute shall be final and binding. The fees
      and expenses incurred with respect to the independent public accounting firm
      resolving the dispute shall be allocated fifty percent (50%) to the Seller
      and
      fifty percent (50%) to the Buyer. All other fees and expenses incurred in
      resolving the dispute shall be borne by the party hereto that incurs such fees
      and expenses.




54




Not
      later than three (3) days prior to the due date of the Straddle Period Tax
      Returns, the Seller shall pay to the Buyer the Seller’s Portion of Straddle
      Period Taxes in respect to such Tax Returns if such calculation shall not then
      be in dispute, provided that if any amount involved in such calculation shall
      then be in dispute under the provisions of the preceding paragraph, Seller
      shall
      pay to Buyer the amount in dispute, upon receipt of a written acknowledgement
      by
      the Buyer that it will repay to Seller any such amount promptly after a
      determination pursuant to the provisions of the preceding paragraph that Seller
      does not owe such amount.




(f)  For
      purposes of this Agreement, Taxes related to a Straddle Period shall be
      apportioned to the Seller (“ *Seller’s
      Portion* ”)
      for the period up to and including the close of the Closing Date and to the
      Buyer (“ *Buyer’s
      Portion* ”)
      for the period subsequent to the Closing Date, determined as
      follows:




(i)  in
      the case of real property and personal property Taxes on a per-diem basis;
      and




(ii)  otherwise,
      as determined from the books and records of the relevant SPV as though the
      taxable year of the SPV had terminated as of the close on the Closing Date
      but
      apportioning any annual exemption amount based on the relative number of days
      in
      the portion of the Straddle Period through and including the Closing Date and
      in
      the balance of the Straddle Period.




For
      avoidance of doubt, Seller’s Portion of any Straddle Period Taxes shall be
      determined without regard to any Prepaid Taxes or Reserved Tax
      Liability.




(g)  The
      Buyer shall have exclusive authority to prepare and file or cause to be prepared
      and filed all Tax Returns for all SPVs for all tax reporting periods that begin
      on or after the Closing Date. Notwithstanding any provision of this Agreement
      to
      the contrary, Buyer or any of its nominated subsidiaries also shall have
      exclusive authority to make a Section 338 Election in respect to the acquisition
      of the SPV Shares hereunder and to prepare and file or cause to be prepared
      and
      filed all Tax Returns in connection therewith.




(h)  The
      Seller and the Buyer agree that Tax Returns that would otherwise be filed for
      tax periods that begin on or prior to the Closing Date and which would otherwise
      end after the Closing Date will reflect a short taxable year for any SPV ending
      on the Closing Date in any federal, state, local or foreign taxing jurisdiction
      in which such tax year is allowed by administrative practice, whether or not
      required by law.




(i)  Each
      of the Buyer and Seller shall bear all costs incurred in preparing and filing
      the Tax Returns that such party is responsible to prepare and file under this
      Agreement.




55




(j)  To
      the extent that the Reserved Tax Liability shall exceed the Seller’s Portion of
      the Straddle Period Taxes (as determined under this Section 18), the Buyer
      shall
      pay the Seller such excess at the same time as the related Straddle Period
      Tax
      Return is filed.




(k)  The
      Buyer shall promptly notify the Seller in writing upon receipt by the Buyer
      or
      any Affiliate of the Buyer (including any SPV) of any communication with respect
      to any Tax Matter (or pending or threatened Tax Matter) relating to any Tax
      period beginning before the Closing Date. The Buyer shall include with such
      notification a complete copy of any written communication received by the Buyer
      or any affiliate of the Buyer in respect of such Tax Matter.




(l)  The
      Seller shall have the sole right to represent the interests of the any SPA,
      and
      the right to employ counsel of its choice at its expense and to make decisions
      with respect to negotiation, contest or settlements in any Tax Matter relating
      to any Pre-Closing Tax Returns for any SPV, provided that (i) the Seller
      acknowledges and agrees in writing that the indemnification provisions of this
      Section 18 apply to the Pre-Closing Taxes in dispute, (ii) the Seller shall
      permit the Buyer to participate in such settlement or defense through counsel
      chosen by the Buyer and at the Buyer’s expense, (iii) Seller shall keep the
      Buyer advised as to the current status and progress of such settlement or
      defense, and (iv) the Seller shall not, without the prior written consent of
      the
      Buyer (which shall not be unreasonably withheld or delayed) settle or compromise
      any such Tax Matter if any such settlement or compromise could affect any tax
      period other than a Pre-Closing Tax Period.




(m)  The
      Buyer and Seller shall jointly represent the interests of any SPV, and shall
      jointly employ counsel mutually agreed in
      writing (with
      expenses divided in the proportions that the Seller’s Portion and the Buyer’s
      Portion are of the relevant Straddle Period Tax) and shall jointly make
      decisions with respect to negotiation, contest or settlements in any Tax Matter
      related to any Straddle Period Tax Return.




(n)  Beginning
      on the Closing Date, each of the Seller and the Buyer, on behalf of itself
      and
      each Affiliate, respectively, agrees to use good faith efforts to provide the
      other party hereto with such cooperation or information as such other party
      hereto reasonably shall request in connection with the determination of any
      payment or any calculations described in this Agreement and the preparation
      or
      filing of any Pre-Closing Tax Return or Straddle Period Tax Return. Such
      cooperation and information shall include preparing and submitting to the Seller
      (in a time frame consistent with past practice), at Buyer’s expense (other than
      Out-of-Pocket Expenses, which shall be paid by the Seller) all information
      within the control or possession of Buyer, any SPV or any Affiliate of any
      of
      them that the Seller shall reasonably request, in such form as the Seller shall
      reasonably request, to enable the Seller to prepare any Tax Returns required
      to
      be filed by the Seller pursuant to this Section 18.




(o)  Any
      request for information or documents pursuant to this Section 18 shall be made
      by the requesting party in writing. The other party hereto shall use reasonable
      efforts to promptly provide the requested information. Except as otherwise
      provided in this Agreement, the requesting party shall reimburse the other
      party
      for any Out-of-Pocket Expenses incurred by such party in connection with
      providing any information or documentation pursuant to this clause (o). Upon
      reasonable notice, each of the Seller and the Buyer (at its own expense other
      than Out-of-Pocket Expenses, which will be paid by the Seller) shall make its,
      or shall cause its Affiliates, as applicable, to make their, employees and
      facilities available on a mutually convenient basis to provide explanation
      of
      any documents or information provided hereunder. Any information obtained under
      this provision shall be kept confidential, except as otherwise reasonably may
      be
      necessary in connection with the filing of Tax Returns or in conducting any
      Tax
      Matter.




56




(p)  For
      at least three (3) years following the Closing Date, each party hereto will
      retain such records, documents, accounting data and other information (including
      computer data) in its possession in the ordinary course of business reasonably
      necessary for (i) the preparation and filing of all Pre-Closing Tax Returns
      and
      Straddle Period Tax Returns required to be filed by, on behalf of, or with
      respect to another party hereto, and (ii) any Tax Matters relating to such
      Pre-Closing Tax Returns, Straddle Period Tax Returns, or to any Pre-Closing
      Taxes payable by, on behalf of, or with respect to, another party
      hereto.




**SECTION
                19.**
            **CONFIDENTIALITY
                AND ANNOUNCEMENTS****.**




(a)  The
      parties to this Agreement agree that the existence and terms of this Agreement
      are strictly confidential and further agree that they and their respective
      representatives shall not disclose to the public or to any third party the
      existence or terms of this Agreement or any other Confidential Information
      (as
      defined below) other than with the express prior written consent of the other
      party, except as may be required by applicable law, rule or regulation, or
      at
      the request of any Governmental Authority having jurisdiction over such party
      or
      any of its representatives, control persons or affiliates, including, without
      limitation, the rules and regulations of the SEC, the American Stock Exchange,
      or the NASD, or as may be required to defend any action brought against such
      person in connection with the transactions contemplated by this
      Agreement.




(b)  Notwithstanding
      the above, the Seller hereby consents to the filing by EIAC of a current report
      on Form 8-K with the SEC announcing the transaction contemplated by this
      Agreement upon the execution of this Agreement in such form as shall be agreed
      between EIAC and the Seller before the execution of this Agreement.




(c)  Any
      other press release or other public announcement by the Seller or EIAC or their
      respective representatives relating to the transactions contemplated by the
      Agreement shall be agreed between EIAC and the Seller prior to the public
      release or dissemination of same (such agreement not to be unreasonably withheld
      or delayed).




(d)  For
      the purposes of this Section 19, “Confidential Information” means any
      information relating to EIAC, the Buyer, the Seller, the SPVs, their directors,
      officers, representatives, employees, agents or advisers obtained whether before
      or after the date of this Agreement in any form from or pursuant to discussions
      with EIAC, the Buyer, the Seller, the SPVs, or any of their directors, officers,
      representatives, employees, agents or advisers unless it is publicly known
      either at the date of the disclosure or at any time thereafter (other than
      by
      breach of this Agreement).




57




**SECTION
                20.**
            **TERM
                AND TERMINATION****.**




(a)  This
      Agreement shall terminate and be of no further force and effect upon the earlier
      to occur of:




(i)  satisfaction
      of all obligations of all parties to this Agreement;




(ii)  from
      and after May 14, 2008 (or such later date as determined by clause (b) below),
      mutual agreement in writing of the Seller and EIAC acting in good faith that
      the
      market has not reacted favorably to the transactions contemplated hereby (which
      may be determined by, among other things, average stock and warrant prices
      of
      EIAC over a 20 day period), such mutual agreement not be unreasonably
      withheld;




(iii)  in
      the event that the SEC has not cleared the Merger Proxy by July 21, 2008, notice
      by Seller to EIAC and Buyer that it has elected unilaterally to terminate this
      Agreement;




(iv)  in
      the event Captain Vanderperre and Mr. Fred Cheng are not appointed to the
      respective offices of Buyer set forth in Section 9(a) hereof, notice by Seller
      to EIAC and Buyer that it has elected unilaterally to terminate this Agreement;
      and




(v)  in
      the event that the Seller fails to obtain the Financing on or before December
      17, 2007, by notice of Seller to EIAC and Buyer, or notice of Buyer and EIAC to
      Seller.




(b)  In
      the event the Audited Financial Statements and the Interim Financial Statements
      have not been prepared and delivered to EIAC by December 14, 2007, then the
      May
      14, 2008 date referred to in Section 20(a) above shall be extended for the
      greater of (i) such period of time as shall equal the difference between
      December 14, 2007 and the date on which such financial statements (or the
      financial statements for a subsequent reporting period, in the event that the
      Interim Financial Statements are stale and cannot be used in the Merger Proxy)
      have been delivered to EIAC for inclusion in the Merger Proxy, and (ii) 15
      calendar days.




(c)  Notwithstanding
      anything to the contrary set forth in this Agreement, Sections 17 and 19 hereof
      shall survive the termination of this Agreement and remain in full force and
      effect.




**SECTION
                21.**
            **MISCELLANEOUS****.**




(a)  *Notices.* All notices provided hereunder shall be given in writing and either delivered
      personally or by courier service or by facsimile transmission,




if
      to the Buyer, to:


ENERGY
      INFRASTRUCTURE MERGER CORPORATION


c/o
      V&P Law Firm


15,
      Filikis Eterias Sq.,


106
      73 Athens,


Greece


Attention:
      John Papapetros, Esq.


Fax
      No: 30 210 723 1462




58




if
      to EIAC, to:




ENERGY
      INFRASTRUCTURE ACQUISITION CORP.


1105
      North Main Street


Suite
      1300,


Wilmington,
      Delaware 19081


Attention:
      Ms. Susan Dub


Fax
      No: (302) 651-8423




or




ENERGY
      INFRASTRUCTURE ACQUISITION CORP.


Athens
      Office


1
      Zissimopoulou + Poseidonos Ave.


GR-16674
      Glyfada


Athens


Attention:
      Mr. Marios Pantazopoulos


Fax
      No: +30 210 89 83 929




with
      a copy (which shall not constitute notice) to:




Loeb
      & Loeb LLP


345
      Park Avenue


New
      York, NY 10021


Attention:
      Mitchell Nussbaum, Esq.


Fax
      No: (212) 407-4990




if
      to the Seller to:




VANSHIP
      HOLDINGS LIMITED


C/o
      Univan Ship Management Limited


Suite
      801 Asian House


1
      Hennessy Road, Wanchai


Hong
      Kong


Attention:
      Captain C.A.J. Vanderperre


Fax
      No: (+852) 2861 0742




with
      a copy (which shall not constitute notice) to:




Watson,
      Farley & Williams (New York) LLP


100
      Park Avenue, 31 st Floor


New
      York, NY 10017


Attention:
      Daniel C. Rodgers, Esq.


Fax
      No: (212) 922-1512




or
      to such other address as the parties shall from time to time designate in
      writing. Any notice delivered personally or by fax shall be deemed given upon
      receipt (with confirmation of receipt required in the case of fax
      transmissions); any notice given by overnight courier shall be deemed given
      on
      the third Business Day after delivery to the overnight courier.




59




(b)  *Governing
      Law.* This Agreement shall be governed by and construed under the laws of the State
      of
      New York **** without
      regard to conflicts of laws principles.




(c)  *Arbitration* .
      Any controversy or claim arising out of or in conjunction with this Agreement
      shall be settled by arbitration in accordance with the Commercial Rules of
      the
      American Arbitration Association then in effect in the State of New York and
      judgment upon such award rendered by the arbitrator shall be final and binding
      upon the parties and may be entered and enforced in any court having
      jurisdiction thereof. The arbitration shall be held in the State of New York,
      New York County or such other location as is mutually agreed in
      writing before
      a panel of three (3) arbitrators, one selected by Seller, one selected jointly
      by Buyer and EIAC, and the third by the two (2) so chosen. The arbitration
      award
      shall include attorneys’ fees and costs to the prevailing party.




(d)  *Survival.* (i) All representations and warranties contained herein, as made, when made,
      shall survive the Closing (unless the damaged party knew of any
      misrepresentation or breach of warranty at the time of Closing, other than
      in
      the case of fraud); and (ii) Sections 6 and 9(d) hereof shall survive the
      Closing.




(e)  *Headings.* Headings used herein are for convenience only and shall not in any way affect
      the construction of, or be taken into consideration in interpreting, this
      Agreement.




(f)  *Severability.* Any provision of this Agreement which is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof or affecting the validity or enforceability of such provision
      in any other jurisdiction.




(g)  *No
      Trading* .
      From the date of this Agreement, neither the Seller nor any Seller’s Affiliate,
      their respective officers, directors, employees, agents or representatives
      shall
      use any material non-public information of EIAC (including the existence and
      terms of this Agreement) to purchase, sell, make any short sale of, loan, grant
      any option for the purchase of, or otherwise transfer or dispose of any
      securities of EIAC.




(h)  *Amendments
      in Writing.* No amendment, modification, waiver, termination or discharge of any provision
      of
      this Agreement, or any consent to any departure by any of the Seller, the Buyer
      or EIAC from any provision hereof, shall in any event be effective unless the
      same shall be in writing and signed by the parties hereto, and each such
      amendment, modification, waiver, termination or discharge shall be effective
      only in the specific instance and for the specific purpose for which given.
      No
      provision of this Agreement shall be varied, contradicted or explained by any
      oral agreement, course of dealing or performance or any other matter not set
      forth in an agreement in writing and signed by the parties hereto.




60




(i)  *Expenses.*  Each
      party shall be responsible for its own expenses in connection with the
      preparation, negotiation, execution and delivery of this Agreement, provided
      that the costs of preparing the Audited Financial Statements and the Interim
      Financial Statements and
      the
      costs of Seller's counsel shall
      be borne by Seller and, together with any costs of counsel to EIAC, Buyer or
      the
      lending parties in respect of the Financing advanced by Seller, shall be
      reimbursed by Buyer and/or EIAC to Seller, upon the earlier of termination
      of
      this Agreement pursuant to Section 20 and the Closing, and the cost of any
      other
      audited or interim financial statements requested by SEC shall be borne by
      EIAC.
      Any stamp duties or other transfer or similar Taxes payable to any Governmental
      Authority in relation to the transfer of the SPV Shares to the Buyer shall
      be
      borne by the Buyer. No broker, agent, finder, consultant or other person or
      entity is entitled to be paid based upon any agreement made by any party in
      connection with any transaction contemplated hereby other than (i) Fortis
      Securities LLC, which Seller shall have the obligation to compensate
      ( **provided
      that** on the Closing Date the Buyer shall issue to Fortis Securities LLC 200,000
      shares of Buyer Common Stock (such shares forming part of the Stock
      Consideration) in partial satisfaction of the fees of Fortis Securities LLC)),
      and (ii) Maxim Group LLC and Investment Bank of Greece, which EIAC shall have
      the sole obligation to compensate. Each party shall indemnify the other for
      any
      claim by any third party to such payment.




(j)  *Execution
      in Counterparts.* This Agreement and any amendment, waiver or consent hereto may be executed
      by
      the parties hereto in separate counterparts (or upon separate signature pages
      bound together into one or more counterparts), each of which, when so executed
      and delivered, shall be an original, but all such counterparts shall together
      constitute one and the same instrument. All such counterparts may be delivered
      among the parties hereto by facsimile or other electronic transmission, which
      shall not affect the validity thereof.




(k)  *Entire
      Agreement.* This Agreement and the other documents referred to herein or therein, on and
      as
      of the date hereof, constitute the entire agreement of the parties hereto with
      respect to the subject matter hereof or thereof, and all prior understandings
      or
      agreements, whether written or oral between the parties hereto with respect
      to
      such subject matter (including, without limitation, the Memorandum of
      Understanding) are hereby superseded in their entirety.




(l)  *Exhibits
      and Schedules.* The exhibits attached hereto or any schedules referenced in this Agreement
      are
      incorporated by reference herein and shall have the same force and effect with
      respect to the provisions set forth therein as though fully set forth in this
      Agreement.




(m)  *Successors
      and Assigns.* This Agreement shall be binding upon, shall inure to the benefit of and shall
      be
      enforceable by the parties hereto and their respective successors and assigns;
      provided, that, except for permitted transferees of Registrable Securities,
      who
      shall be entitled to the benefits of Section 6 hereof, none of the Buyer, the
      Seller or EIAC may assign any of its obligations hereunder without the prior
      written consent of the other party or parties (as the case may be).




(n)  *Non
      Waiver.* Any failure at any time of either party to enforce any provision of this
      Agreement shall neither constitute a waiver of such provision nor prejudice
      the
      right of any party hereto to enforce such provision at any subsequent
      time.




(o)  *Rights
      Against JVCo Shareholders.* Each of EIAC and the Buyer hereby waive any right or cause of action it may
      have
      against any shareholder in JVCo other than Seller in respect of or arising
      from
      the Merger, the Sale and Purchase and/or any other transaction contemplated
      in
      connection therewith by this Agreement.




61




(p)  *Acknowledgement
      of Prior Agreements.* Buyer
      hereby acknowledges (i) that certain Registration Rights Agreement between
      EIAC
      and the Initial Stockholders dated as of July 17, 2006 (" *Registration
      Rights Agreement* ")
      and
      (ii) that certain Subscription Agreement dated as of January 2, 2006, by and
      between the Company and George Sagredos, as amended, as subsequently assigned
      to
      Energy Corp. (" *Initial
      Private Placement Subscription Agreement* "),
      and
      hereby confirms such agreements and that upon the Merger agrees to honor and
      be
      bound by the obligations of EIAC under each such agreement, in accordance with
      the terms thereof, as if it were originally a party thereto.




(q)  *Filing
      of Merger Proxy.* Each of
      Seller, EIAC and Buyer agree to perform their respective best reasonable efforts
      in order that the preliminary filing of the Merger Proxy is made with the SEC
      no
      later than December 21, 2007.




[Signature
      Page Follows]




62




IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      by
      their respective officers thereunto duly authorized as of the day and date
      first
      above written.




**ENERGY
      INFRASTRUCTURE ACQUISITION CORP.**




By:
            /s/
                George P. SagredosName:
                George P. SagredosTitle:
                President & Chief Operating
                Officer




**ENERGY
      INFRASTRUCTURE MERGER CORPORATION**







By:
            /s/
                George P. SagredosName:
                George P. SagredosTitle:
                President




**VANSHIP
      HOLDINGS LIMITED**




By:
            /s/
                Captain C.A.J. VanderperreName:
                Captain C.A.J. VanderperreTitle:
                Director




63




The
            following schedules to the Share Purchase Agreement have been omitted
            in
            accordance with the Item 601(b)(2) of Regulation S-K. The Company agrees
            to
            furnish supplementally a copy of any omitted schedule to the Securities
            and
            Exchange Commission upon request.
 Schedule
                    1 -
                  Carry-Over
                      Financing
  Schedule
                  2 -
                Legal
                    Proceedings
  Schedule
                  11(c) -
                Required
                    Consents
  Schedule
                  11(d) -
                Ownership
                    of SPV Shares
  Schedule
                  11(f) -
                Vessels
  Schedule
                  11(g) -
                Governmental
                    Actions
  Schedule
                  11(j) -
                Tax
                    sharing or allocation
                    agreements
  Schedule
                  11(p) -
                Material
                    Contracts
  Schedule
                  11(q) -
                Defaults;
                    Breaches of Material Contracts
  Schedule
                  11(r) -
                Business
                    Conduct
  Schedule
                  11(z) -
                Bank
                    Accounts
  Schedule
                  12(g) -
                Buyer’s
                    Corporate Documents
  Schedule
                  12(h) -
                Buyer’s
                    outstanding shares of common stock, rights and
                    warrants
  Schedule
                  12(j) -
                Buyer’s
                    Contractual Liabilities
  Schedule
                  13(g) -
                EIAC’s
                    Contractual Liabilities
  Schedule
                  13(h) -
                EIAC’s
                    insider loans
  Schedule
                  13(i) -
                EIAC’s
                    outstanding shares of common stock, rights and warrants and shares
                    outstanding on a fully diluted
                    basis


64