Energy
Infrastructure Acquisition Corp.
The undersigned stockholder and officer of
Energy Infrastructure Acquisition Corp. (“Company”), in
consideration of Maxim Group LLC (“Maxim”) entering
into a letter of intent (“Letter of Intent”) to
underwrite an initial public offering of the securities of the
Company (“IPO”) and embarking on the IPO process,
hereby agrees as follows (certain capitalized terms used herein are
defined in paragraph 11 hereof):
1. If the Company solicits approval of its
stockholders of a Business Combination, the undersigned will vote
(i) all Insider Shares owned by him in accordance with the majority
of the votes cast by the holders of the IPO Shares and the Private
Placement Shares and (ii) all of the shares that may be acquired by
him in the IPO or in the aftermarket for the Business
Combination.
2. In the event that the Company fails to
consummate a Business Combination within 18 months from the
effective date (“Effective Date”) of the registration
statement relating to the IPO (or 24 months under the circumstances
described in the prospectus relating to the IPO), the undersigned
will take all reasonable actions within his power to cause the
Company to liquidate as soon as reasonably practicable. In such
event, the undersigned hereby waives any and all right, title,
interest or claim of any kind in or to any liquidating
distributions by the Company, including, without limitation, any
distribution of the Trust Account (as defined in the Letter of
Intent) as a result of such liquidation with respect to his Insider
Shares and his Private Placement Shares (“Claim”) and
hereby waives any Claim the undersigned may have in the future as a
result of, or arising out of, any contracts or agreements with the
Company and will not seek recourse against the Trust Account for
any reason whatsoever. The undersigned agrees to indemnify and hold
harmless the Company against any and all loss, liability, claims,
damage and expense whatsoever (including, but not limited to, any
and all legal or other expenses reasonably incurred in
investigating, preparing or defending against any litigation,
whether pending or threatened, or any claim whatsoever) which the
Company may become subject as a result of any claim by any vendors
or other entities that are owed money by the Company for services
rendered, or contracted for, or products sold to us or the claims
of any target businesses, but only to the extent necessary to
ensure that such loss, liability, claim, damage or expense does not
reduce the amount in the Trust Account; provided, however,
that such indemnity shall be limited to the extent of the
undersigned’s pro rata beneficial ownership of the Company
(measured immediately prior to the IPO but following the Private
Placement Shares and including such Private Placement
Shares).
Energy
Infrastructure Acquisition Corp.
3. In order to minimize potential conflicts of
interest which may arise from multiple affiliations, the
undersigned agrees to present to the Company for its consideration,
prior to presentation to any other person or entity, opportunities
to acquire entities in the business of supporting the process of
bringing energy, in the form of crude oil, natural and liquefied
petroleum gas, and refined and specialized products (such as
petrochemicals), from production to final consumption, until the
earlier of the consummation by the Company of a Business
Combination, the liquidation of the Company or until such time as
the undersigned ceases to be an officer or director of the Company,
subject to any fiduciary obligations the undersigned might
have.
4. The undersigned acknowledges and agrees that the
Company will not consummate any Business Combination which involves
a company which is affiliated with any of the Insiders unless the
Company obtains an opinion from an independent investment banking
firm reasonably acceptable to Maxim that the business combination
is fair to the Company’s stockholders from a financial
perspective.
5. Neither the undersigned, any member of the
family of the undersigned, nor any Affiliate of the undersigned
will be entitled to receive and will not accept any finder’s
fee or any other compensation for services rendered to the Company
prior to the consummation of the Business Combination; provided
that (i) the undersigned shall be entitled to receive reimbursement
from the Company for his out-of-pocket expenses incurred in
connection with seeking and consummating a Business Combination and
(ii) commencing on the Effective Date, Schwartz & Weiss, P.C.
("Related Party"), shall be entitled to charge the Company an
allocable share of Related Party's overhead, up to $7,500 per
month, to compensate it for the Company's use of Related Party's
office space, utilities, administrative, technology and secretarial
services.
6. Neither the undersigned, any member of the
family of the undersigned, or any Affiliate of the undersigned will
be entitled to receive or accept a finder’s fee or any other
compensation in the event the undersigned, any member of the family
of the undersigned or any
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