Exhibit
        10.1

       

      


       

      


       

      SHARE
        PURCHASE AGREEMENT

       

      dated
        as
        of December 3, 2007

       

      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


      
        	
                SECTION
                  1.

              	
                DEFINITIONS

              	
                1

              
	 	 	 
	
                SECTION
                  2.

              	
                INTENTIONALLY
                  OMITTED

              	
                13

              
	 	 	 
	
                SECTION
                  3.

              	
                SALE
                  AND PURCHASE

              	
                13

              
	 	 	 
	
                SECTION
                  4.

              	
                COVENANTS
                  OF THE SELLER

              	
                17

              
	 	 	 
	
                SECTION
                  5.

              	
                COVENANTS
                  OF EIAC AND THE BUYER

              	
                18

              
	 	 	 
	
                SECTION
                  6.

              	
                REGISTRATION
                  RIGHTS; LOCK UP

              	
                20

              
	 	 	 
	
                SECTION
                  7.

              	
                DIVIDENDS

              	
                27

              
	 	 	 
	
                SECTION
                  8.

              	
                NO
                  SOLICITATION OF OTHER ACQUISITIONS

              	
                28

              
	 	 	 
	
                SECTION
                  9.

              	
                DIRECTOR
                  NOMINEES AND OFFICERS; MANAGEMENT STRUCTURE

              	
                29

              
	 	 	 
	
                SECTION
                  10.

              	
                BINDING
                  AGREEMENTS; NON-COMPETITION

              	
                30

              
	 	 	 
	
                SECTION
                  11.

              	
                REPRESENTATIONS
                  AND WARRANTIES OF THE SELLER

              	
                32

              
	 	 	 
	
                SECTION
                  12.

              	
                REPRESENTATIONS
                  AND WARRANTIES OF THE BUYER

              	
                41

              
	 	 	 
	
                SECTION
                  13.

              	
                REPRESENTATIONS
                  AND WARRANTIES OF EIAC

              	
                43

              
	 	 	 
	
                SECTION
                  14.

              	
                CONDITIONS
                  PRECEDENT TO THE OBLIGATIONS OF THE SELLER

              	
                45

              
	 	 	 
	
                SECTION
                  15.

              	
                CONDITIONS
                  PRECEDENT TO THE OBLIGATIONS OF THE BUYER AND EIAC

              	
                47

              
	 	 	 
	
                SECTION
                  16.

              	
                FURTHER
                  ASSURANCES AND OTHER MATTERS

              	
                50

              
	 	 	 
	
                SECTION
                  17.

              	
                INDEMNITIES

              	
                51

              
	 	 	 
	
                SECTION
                  18.

              	
                TAX
                  RETURNS AND PRE-CLOSING TAXES AND STRADDLE PERIOD TAXES

              	
                53

              
	 	 	 
	
                SECTION
                  19.

              	
                CONFIDENTIALITY
                  AND ANNOUNCEMENTS

              	
                57

              
	 	 	 
	
                SECTION
                  20.

              	
                TERM
                  AND TERMINATION

              	
                58

              
	 	 	 
	
                SECTION
                  21.

              	
                MISCELLANEOUS

              	
                59

              


      

      
         

      

      
        
          
          

        

        
          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

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SHARE
        PURCHASE AGREEMENT

       

      THIS
        SHARE PURCHASE AGREEMENT, dated as of December 3, 2007 (this “Agreement”),
        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,
        the Seller and the Buyer desire to effect the Sale and Purchase;
        and

       

      WHEREAS,
        in connection with the Sale and Purchase, and as part of the same integrated
        transaction (such that neither the Sale and Purchase nor the Merger shall
        occur
        without the other), EIAC and the Buyer shall consummate the Merger.

       

      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.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

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

       

      “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, Employment
        Contracts, 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.

       

      “Beldan”
means
        Beldan Marine Limited.

       

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

       

      “business
        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.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      “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 date hereof 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 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.

       

      “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.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      “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.

       

      “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
        Contract” means
        the
        agreement to be executed between each Key Person and the Buyer relating to
        the
        employment of such Key Person by the Buyer.

       

      “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.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      “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.

       

      “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.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      “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.

       

      “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.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      “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.

       

      “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).

       

      “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.

       

      “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.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      “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.

       

      “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.

       

      “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.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      “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.

       

      “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.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      “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.

       

      (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.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      (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.

       

      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 China Van
        Shipping Corporation (or such other name which is acceptable to and as may
        be
        directed by Seller).

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      (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.

       

      (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.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      (viii)  Mr.
        George Sagredos shall receive an aggregate of up to 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:

       

      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,

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      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

       

      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:

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      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.

       

      (b)  Between
        the date hereof and 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;

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      (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;

       

      (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;

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      (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 save only as may be necessary to fulfill its obligations in connection
        with 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.

       

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

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      (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.

       

      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.

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

      (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.

       

      (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.

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

      (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.

       

      (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).

       

      
        
          
          

        

        
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      (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).

       

      
        
          
          

        

        
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      (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

       

      
        
          
          

        

        
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      (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.

       

      
        
          
          

        

        
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      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 EIAC 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 the management of
        the
        Vessels is contracted by the respective SPVs for a period of three (3) years
        to
        Beldan or such other entity as may be nominated by Seller, which shall in
        turn,
        during such three year period, subcontract such management 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, the continuing right to appoint by written notice to the
        Buyer
        up to two (2) Class C directors at any time in place of the 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 C
        director.

       

      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.

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

      (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;

       

      (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;

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

      (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.

       

      (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.

       

      
        
          
          

        

        
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      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 date hereof 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)  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:

       

      (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;

       

      (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;

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

      (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);

       

      (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;

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

      (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)  each
        of
        the SPVs is 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;

       

      (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;

       

      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

      (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;

       

      (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;

       

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

      (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;

       

      (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;

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

      (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;

       

      (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;

       

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

      (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);

       

      (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;

       

      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

      (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 date of this Agreement, 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;

       

      (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;

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

      (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;

       

      (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 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 date hereof and as of the Closing Date (unless otherwise
        indicated):

       

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

      (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)  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 (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;

       

      (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;

       

      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

      (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 to the
        extent
        as necessary 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

       

      (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.

       

      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      

       

      SECTION
        13.  REPRESENTATIONS
        AND WARRANTIES OF EIAC.

       

      EIAC
        hereby makes the following representations and warranties to the Seller and
        the
        Buyer as of the date hereof 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)  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 (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;

       

      (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;

       

      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      

      (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 to the extent as necessary 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;

       

      (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.

       

      
        
          
          

        

        
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      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.

       

      (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

       

      
        
          
          

        

        
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      (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.

       

      (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)  Employment
        Contracts.
        (i) The
        terms of the Employment Contracts shall have been mutually agreed by the
        Seller,
        the Buyer, EIAC and all Key Persons on or before the date of the filing of
        the
        Merger Proxy with the SEC, (ii) each Key Person shall have executed his
        Employment Contract 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.

       

      
        
          
          

        

        
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      (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.

       

      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.

       

      
        
          
          

        

        
          47

          
            

          

        

        
          
          

        

      

      (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.

       

      (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)  Employment
        Contracts.
        The
        terms of the Employment Contracts shall have been mutually agreed by the
        Seller,
        the Buyer, EIAC and all Key Persons on or before the date of the filing of
        the
        Merger Proxy with the SEC and each Key Person shall have executed his Employment
        Contract on or before the Closing Date.

       

      
        
          
          

        

        
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      (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).

       

      (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.

       

      
        
          
          

        

        
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      (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.

       

      (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;

       

      
        
          
          

        

        
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      (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;

       

      (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.

       

      
        
          
          

        

        
          51

          
            

          

        

        
          
          

        

      

      (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.

       

      (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

       

      
        
          
          

        

        
          52

          
            

          

        

        
          
          

        

      

      (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.

       

      (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.

       

      
        
          
          

        

        
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      If
        the
        Seller and the Buyer cannot resolve any and all objections by the fifteenth
        (15th)
        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 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.

       

      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

       

      
        
          
          

        

        
          54

          
            

          

        

        
          
          

        

      

      (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.

       

      (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.

       

      
        
          
          

        

        
          55

          
            

          

        

        
          
          

        

      

      (m)  The
        Buyer
        and Seller shall jointly represent the interests of any SPV, and shall jointly
        employ mutually agreed counsel (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.

       

      (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.

       

      
        
          
          

        

        
          56

          
            

          

        

        
          
          

        

      

      (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).

       

      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.

       

      
        
          
          

        

        
          57

          
            

          

        

        
          
          

        

      

      (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

       

      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

       

      
        
          
          

        

        
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      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, 31st
        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.

       

      (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 mutually agreed 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.

       

      
        
          
          

        

        
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      (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.

       

      (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 reimbursed by the Buyer and/or EIAC to the 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.

       

      
        
          
          

        

        
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      (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.

       

      (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]

       

      
        
          
          

        

        
          61

          
            

          

        

        
          
          

        

      

       

      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. Sagredos__

      Name: George
        P.
        Sagredos

      Title: President
        and Chief Operating Officer

       

      ENERGY
        INFRASTRUCTURE MERGER CORPORATION

       

      By: _/s/
        George P. Sagredos__

      Name: George
        P.
        Sagredos

      Title: President

       

      VANSHIP
        HOLDINGS LIMITED

       

      By: _/s/
        Captain C.A.J. Vanderperre__

      Name: Captain
        C.A.J. Vanderperre

      Title: Director


      
        
          
          

        

        
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      The
        following schedules to the Share Purchase Agreement have been omitted in
        accordance with 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

       

      


      
        
          
          

        

        
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