INVESTMENT
      MANAGEMENT TRUST AGREEMENT 

     
      

    This
      Agreement is made as of _________, 2006 by and between Energy Infrastructure
      Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust
      Company (“Trustee”). 

     
      

    WHEREAS,
      the Company’s Registration Statement on Form S-1, No. 333-131648 (“Registration
      Statement”), for its initial public offering of securities (“IPO”) has been
      declared effective as of the date hereof by the Securities and Exchange
      Commission (“Effective Date”); and 

     
      

    WHEREAS,
      the Company has issued securities in a private placement (the “Placement”); and


     
      

    WHEREAS,
      Maxim Group LLC (“Maxim”) is acting as the representative of the underwriters
      (the “Underwriters”) in the IPO and acted as placement agent for the Placement;
      and 

     
      

    WHEREAS,
      as described in the Company’s Registration Statement, (i) in accordance with the
      Company’s Certificate of Incorporation, $140,246,025 of the net proceeds of the
      IPO ($161,621,025 if the Underwriters’ over-allotment option is exercised in
      full), (ii) in accordance with the Unit Placement Agreement, dated as of
      _______, 2006, among the Company, Maxim and certain purchasers, $8,171,435
      of
      the net proceeds of the Placement (together with the IPO proceeds, the “Base
      Deposit”) and $82,540 of Maxim’s placement fees (the “Contingent Fee”), and
      (iii) in accordance with the Underwriting Agreement, dated as of ________,
      2006,
      between the Company and Maxim, as representative of the Underwriters, an
      additional $1,500,000 ($2,175,000 if the Underwriters’ over-allotment option is
      exercised in full), representing a portion of the Underwriters’ discount (the
“Contingent Discount”), will be delivered to the Trustee to be deposited and
      held in a trust account for the benefit of the Company, the public holders
      of
      the Common Stock, par value $.0001 per share, of the Company (“Common Stock”)
      included in the units of the Company’s securities issued in the IPO (the
“Units”) and the Underwriters. The amount to be delivered to the Trustee will be
      referred to herein as the “Property,” the stockholders for whose benefit the
      Trustee shall hold the Property will be referred to as the “Public
      Stockholders,” and the Public Stockholders, the Company and Maxim will be
      referred to together as the “Beneficiaries”). 

     
      

    WHEREAS,
      the Company and the Trustee desire to enter into this Agreement to set forth
      the
      terms and conditions pursuant to which the Trustee shall hold the Property;
      

     
      

    NOW,
      THEREFORE, in consideration of the foregoing and the mutual covenants and
      agreements herein contained, the parties hereto agree as follows: 

     
      

    1.
 
      Agreements
      and Covenants of Trustee .
      The
      Trustee hereby agrees and covenants to: 

     
      

    (a)
         Hold the Property in trust for the Beneficiaries in accordance with
      the terms of this Agreement, in a segregated trust account (“Trust Account”)
      established by the Trustee with Lehman Brothers Inc.; 

     

    
      
         

      

      
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    (b)
         Manage, supervise and administer the Trust Account subject to the
      terms and conditions set forth herein; 

     
      

    (c)
         In a timely manner, upon the instruction of the Company, to invest
      and reinvest the Property in “government securities” within the meaning of
      Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of
      180
      days or less or in any open ended investment company registered under the
      Investment Company Act of 1940 that holds itself out as a money market fund
      meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) under Rule 2a-7
      promulgated under the Investment Company Act of 1940; 

     
      

    (d)
         Collect and receive, when due, all principal and income arising
      from the Property, which shall become part of the “Property,” as such term is
      used herein; 

     
      

    (e)
         Notify the Company and Maxim of all communications received by it
      with respect to any Property requiring action by the Company; 

     
      

    (f)
         Supply any necessary information or documents as may be requested
      by the Company in connection with the Company’s preparation of the tax returns
      for the Trust Account; 

     
      

    (g)
         Participate in any plan or proceeding for protecting or enforcing
      any right or interest arising from the Property if, as and when instructed
      by
      the Company and/or Maxim to do so; 

     
      

    (h)
         Render to the Company and to Maxim, and to such other person as the
      Company may instruct, monthly written statements of the activities of and
      amounts in the Trust Account reflecting all receipts and disbursements of the
      Trust Account; 

     

    (i)
         Commence liquidation of the Trust Account upon receipt of the
      Officers’ Certificate signed by the Chief Executive Officer and Chief Financial
      Officer in accordance with the terms of a letter (“Termination Letter”), in a
      form substantially similar to that attached hereto as Exhibit
      A or
      Exhibit
      B ,
      signed
      on behalf of the Company by its Chief Executive Officer and Chief Financial
      Officer, and complete the liquidation of the Trust Account and distribute the
      Property in the Trust Account only as directed in the Termination Letter and
      the
      other documents referred to therein. The Trustee understands and agrees that,
      except as provided in Section 1(j) and Section 2 hereof, disbursements from
      the
      Trust Account shall be made only pursuant to a duly executed Termination Letter,
      together with the other documents referenced herein, including, without
      limitation, an independently certified oath and report of inspector of election
      in respect of the stockholder vote in favor of the Business Combination (as
      hereinafter defined). In all cases, the Trustee shall provide Maxim with a
      copy
      of any Termination Letters, Officers’ Certificates and/or any other
      correspondence that it receives with respect to any proposed withdrawal from
      the
      Trust Account promptly after it receives same. As used in this Agreement, the
      term “Business Combination” means the acquisition by the Company, through
      merger, capital stock exchange, asset or stock acquisition of, or similar
      business combination with, one or more entities with agreements
      to acquire vessels or an operating business in the refining,
      terminalling or transportation of energy industry as more fully described in
      the
      prospectus forming a part of the Registration Statement; and 

     

    
      
         

      

      
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    (j)
         As of the date 18 months from the date of this Agreement (the “LOI
      Termination Date”) (or 24 months from the date hereof in the event the Company
      has executed a Letter of Intent (defined below) prior to the LOI Termination
      Date but failed to consummate a Business Combination (“Second Termination
      Date”)), commence liquidation of the Trust Account. The Trustee, upon
      consultation with the Company and Maxim, shall deliver a notice to Public
      Stockholders of record as of the LOI Termination Date or Second Termination
      Date, whichever the case may be, by U.S. mail or via the Depository Trust
      Company (“DTC”), within five days of the LOI Termination Date or Second
      Termination Date, to notify the Public Stockholders of such event and take
      such
      other actions as it may deem necessary to inform the Beneficiaries. The Trustee
      shall deliver to each Public Stockholder its ratable share of the Property
      against satisfactory evidence of delivery of the stock certificates by the
      Public Stockholders to the Company through DTC, its Deposit Withdraw Agent
      Commission (DWAC) system or as otherwise presented to the Trustee.
      Notwithstanding the foregoing, if the Trustee receives a bona fide, executed
      letter of intent, agreement in principle or engagement letter (a “Letter of
      Intent”) for a Business Combination prior to the LOI Termination Date
      accompanied by an Officers’ Certificate as described in Section 3(e) hereof,
      then the Trustee shall forego or suspend any liquidation of the Trust Account
      until the earlier of a Business Combination or the Second Termination Date.
      

     
      

    2.
 
      Limited
      Distributions of Income on Property .
      

     
      

    (a)
         Upon receipt by the Trustee of an Officer’s Certificate signed by
      the Chief Executive Officer and Chief Financial Officer of the Company
      certifying as true, accurate and complete a copy of any tax return required
      to
      be filed on behalf of the Trust Account in respect of income earned on the
      Property held therein, the Trustee shall deliver to the Company for submission
      to the appropriate taxing authority a check made payable to the order of such
      taxing authority in the amount required to pay such taxes; provided
      ,
      however
      ,
      that in
      no event shall the aggregate amount of all checks issued to taxing authorities
      pursuant to this Section 2(a) exceed the income in respect of which such taxes
      are due and owing. 

     
      

    (b)
         Upon written request from the Company, and, if required, only after
      the Income Threshold Amount (as hereinafter defined) has been achieved, the
      Trustee shall distribute to the Company an amount equal to up to $2,200,000
      ($2,500,000 if the Underwriters’ over-allotment option is exercised in full) of
      the income earned on the Base Deposit, net of taxes payable, over the Income
      Threshold (as hereinafter defined) through the last day of the month immediately
      preceding the date of receipt of the Company’s request. For purposes of this
      Agreement, the “Income Threshold” shall mean the product of (i) the number of
      Units sold to the Underwriters upon exercise of the Underwriters’ over-allotment
      option, and (ii) $0.20. (If the Underwriters’ over-allotment option is not
      exercised, the Income Threshold shall be zero.) 

     
      

    
      
         

      

      
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    (c)
         Except as provided in Sections 2(a) and 2(b) above, no other
      distributions from the Trust Account shall be permitted except in accordance
      with Sections 1(i) and 1(j) hereof. 

     
      

    3.
 
      Agreements
      and Covenants of the Company .
      The
      Company hereby agrees and covenants: 

     
      

    (a)
         To provide all instructions to the Trustee hereunder in writing,
      signed by the Company’s Chief Executive Officer and Chief Financial Officer. In
      addition, except with respect to its duties under paragraph 1(i) and 1(j) above,
      the Trustee shall be entitled to rely on, and shall be protected in relying
      on,
      any verbal or telephonic advice or instruction which it in good faith believes
      to be given by any one of the persons authorized above to give written
      instructions, provided that the Company and/or Maxim shall promptly confirm
      such
      instructions in writing; 

     
      

    (b)
         To hold the Trustee harmless and indemnify the Trustee from and
      against any and all expenses, including reasonable counsel fees and
      disbursements, or loss suffered by the Trustee in connection with any action,
      suit or other proceeding brought against the Trustee involving any claim, or
      in
      connection with any claim or demand which in any way arises out of or relates
      to
      this Agreement, the services of the Trustee hereunder, or the Property or any
      income earned from investment of the Property, except for expenses and losses
      resulting from the Trustee’s gross negligence or willful misconduct. Promptly
      after the receipt by the Trustee of notice of demand or claim or the
      commencement of any action, suit or proceeding, pursuant to which the Trustee
      intends to seek indemnification under this paragraph, it shall notify the
      Company in writing of such claim (hereinafter referred to as the “Indemnified
      Claim”). The Trustee shall have the right to conduct and manage the defense
      against such Indemnified Claim, provided, that the Trustee shall obtain the
      consent of the Company with respect to the selection of counsel, which consent
      shall not be unreasonably withheld. The Trustee may not agree to settle any
      Indemnified Claim without the prior written consent of the Company. The Company
      may participate in such action with its own counsel; 

     

    (c)
         To pay the Trustee an initial acceptance fee of $1,000 and an
      annual fee of $3,000 (it being expressly understood that the Property shall
      not
      be used to pay such fee). The Company shall pay the Trustee the initial
      acceptance fee and first year’s fee at the consummation of the IPO and
      thereafter on the anniversary of the Effective Date. The Trustee shall refund
      to
      the Company the fee (on a pro rata basis) with respect to any period after
      the
      liquidation of the Trust Account. The Company shall not be responsible for
      any
      other fees or charges of the Trustee except as may be provided in paragraph
      3(b)
      hereof (it being expressly understood that the Property shall not be used to
      make any payments to the Trustee under such paragraph). 

     
      

    (d)
         That, in the event that the Company consummates a Business
      Combination and the Trust Account is liquidated in accordance with Section
      1(i)
      hereof, the Trustee or another independent party designated by Maxim shall
      act
      as the inspector of election to certify the results of the stockholder vote;
      and


     
      

    (e)
         That the Officer Certificate referenced in Sections 1(i) and 1(j)
      hereof shall require the Company’s Chief Executive Officer and Chief Financial
      Officer to each certify the following (wherever applicable): (1) prior to the
      LOI Termination Date, the Company has entered into a bona fide Letter of Intent
      with a target business; and/or (2) prior to the LOI Termination Date, the
      Company has entered into a Business Combination with a target business, the
      terms of which are consistent with the requirements set forth in the
      Registration Statement; and/or (3) prior to the Second Termination Date, the
      Company has entered into a Business Combination with a target business, the
      terms of which are consistent with the requirements set forth in the
      Registration Statement; and (4) the Board of Directors (the “Board”) pursuant to
      the unanimous written consent of the Board has approved (where applicable):
      (i)
      the Letter of Intent; and/or (ii) the Business Combination. A copy of such
      consent and the Letter of Intent and/or the definitive agreement relating to
      the
      Business Combination so approved shall be attached as an exhibit to the
      Officers’ Certificate. 

     

    
      
         

      

      
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    (f)
      Within five business days after the Underwriters’ over-allotment option (or any
      unexercised portion thereof) expires or is exercised in full, provide the
      Trustee notice in writing (with a copy to the Underwriters) of the total amount
      of the Contingent Fee and Contingent Discount, which shall in no event be less
      than $1,582,540. 

     
      

    4.
 
      Limitations
      of Liability .
      The
      Trustee shall have no responsibility or liability to: 

     
      

    (a)
         Take any action with respect to the Property, other than as
      directed in Sections 1 and 2 hereof and the Trustee shall have no liability
      to
      any party except for liability arising out of its own gross negligence or
      willful misconduct; 

     
      

    (b)
         Institute any proceeding for the collection of any principal and
      income arising from, or institute, appear in or defend any proceeding of any
      kind with respect to, any of the Property unless and until it shall have
      received written instructions from the Company and/or Maxim given as provided
      herein to do so and the Company shall have advanced or guaranteed to it funds
      sufficient to pay any expenses incident thereto; 

     
      

    (c)
         Change the investment of any Property, other than in compliance
      with Section 1(c); 

     
      

    (d)
         Refund any depreciation in principal of any Property; 

     
      

    (e)
         Assume that the authority of any person designated by the Company
      and/or Maxim to give instructions hereunder shall not be continuing unless
      provided otherwise in such designation, or unless the Company and/or Maxim
      shall
      have delivered a written revocation of such authority to the Trustee;


     
      

    (f)
         The other parties hereto or to anyone else for any action taken or
      omitted by it, or any action suffered by it to be taken or omitted, in good
      faith and in the exercise of its own best judgment, except for its gross
      negligence or willful misconduct. The Trustee may rely conclusively and shall
      be
      protected in acting upon any order, notice, demand, certificate, opinion or
      advice of counsel (including counsel chosen by the Trustee), statement,
      instrument, report or other paper or document (not only as to its due execution
      and the validity and effectiveness of its provisions, but also as to the truth
      and acceptability of any information therein contained) which is believed by
      the
      Trustee, in good faith, to be genuine and to be signed or presented by the
      proper person or persons. The Trustee need not investigate any fact or matter
      stated in the document. The Trustee shall not be bound by any notice or demand,
      or any waiver, modification, termination or rescission of this agreement or
      any
      of the terms hereof, unless evidenced by a written instrument delivered to
      the
      Trustee signed by the proper party or parties and, if the duties or rights
      of
      the Trustee are affected, unless it shall give its prior written consent
      thereto; 

     

    
      
         

      

      
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    (g)
         Verify the correctness of the information set forth in the
      Registration Statement or to confirm or assure that any acquisition made by
      the
      Company or any other action taken by it is as contemplated by the Registration
      Statement, unless an officer of the Trustee has actual knowledge thereof,
      written notice of such event is sent to the Trustee or as otherwise required
      under Section 1(i) hereof; and 

     
      

    (h)
         Pay any taxes on behalf of the Trust Account (it being expressly
      understood that the Trustee’s sole obligation with respect to taxes shall be to
      issue the checks with respect thereto provided for by Section 2(a) hereof).
      

     
      

    5.
 
      Certain
      Rights Of Trustee .
      

     
      

    (a)
         Before the Trustee acts or refrains from acting, it may require an
      Officers’ Certificate or opinion of counsel or both. The Trustee shall not be
      liable for any action it takes or omits to take in good faith in reliance on
      such Officers’ Certificate or opinion of counsel. The Trustee may consult with
      counsel and the advice of such counsel or any opinion of counsel shall be full
      and complete authorization and protection from liability in respect of any
      action taken, suffered or omitted by it hereunder in good faith and in reliance
      thereon. 

     
      

    (b)
         The Trustee may act through its attorneys and agents and shall not
      be responsible for the misconduct or negligence of any agent appointed with
      due
      care. 

     
      

    (c)
         The Trustee shall not be liable for any action it takes or omits to
      take in good faith that it believes to be authorized or within the rights or
      powers conferred upon it by this Agreement.  
      

     

    (d)
         The Trustee shall not be responsible for and makes no
      representation as to the validity or adequacy of this Agreement; it shall not
      be
      accountable for the Company’s use of the proceeds from the Trust Account.
      Notwithstanding the effective date of this Agreement or anything to the contrary
      contained in this Agreement, the Trustee shall have no liability or
      responsibility for any act or event relating to this Agreement or the
      transactions related thereto which occurs prior to the date of this Agreement,
      and shall have no contractual obligations to the Beneficiaries until the date
      of
      this Agreement. 

     
      

    6.
 
      Termination
      .
      This
      Agreement shall terminate as follows: 

     
      

    (a)
         If the Trustee gives written notice to the Company that it desires
      to resign under this Agreement, the Company shall use its reasonable efforts
      to
      locate a successor trustee during which time the Trustee shall continue to
      act
      in accordance with the terms of this Agreement. At such time that the Company
      notifies the Trustee that a successor trustee has been appointed by the Company
      and has agreed to become subject to the terms of this Agreement, the Trustee
      shall transfer the management of the Trust Account to the successor trustee,
      including, but not limited, to the transfer of copies of the reports and
      statements relating to the Trust Account, whereupon this Agreement shall
      terminate; provided, however, that, in the event that the Company does not
      locate a successor trustee within ninety days of receipt of the resignation
      notice from the Trustee, the Trustee may, but shall not be obligated to, submit
      an application to have the Property deposited with the United States District
      Court for the Southern District of New York and upon such deposit, the Trustee
      shall be immune from any liability whatsoever that arises due to any actions
      or
      omissions to act by any party after such deposit; 

     

    
      
         

      

      
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    (b)
         At such time that the Trustee has completed the liquidation of the
      Trust Account in accordance with the provisions of Section 1(i) hereof, and
      distributed the Property in accordance with the provisions of the Termination
      Letter, this Agreement shall terminate except with respect to Section 3(b);
      or


     
      

    (c)
         At such time that the Trustee has completed the liquidation of the
      Trust Account in accordance with the provisions of Section 1(j) hereof and
      distributed the Property in accordance with said Section 1(j), this Agreement
      shall terminate except with respect to Section 3(b). 

     
      

    7.
 
      Miscellaneous
      .
      

     
      

    (a)
         The Company and the Trustee each acknowledge that the Trustee will
      follow the security procedures set forth below with respect to funds transferred
      from the Trust Account. Upon receipt of written instructions, the Trustee will
      confirm such instructions with an Authorized Individual at an Authorized
      Telephone Number listed on the attached Exhibit
      C .
      The
      Company and the Trustee will each restrict access to confidential information
      relating to such security procedures to authorized persons. Each party must
      notify the other party immediately if it has reason to believe unauthorized
      persons may have obtained access to such information, or of any change in its
      authorized personnel. In executing funds transfers, the Trustee will rely upon
      account numbers or other identifying numbers of a beneficiary, beneficiary’s
      bank or intermediary bank, rather than names. The Trustee shall not be liable
      for any loss, liability or expense resulting from any error in an account number
      or other identifying number, provided it has accurately transmitted the numbers
      provided. 

     
      

    (b)
         This Agreement shall be governed by and construed and enforced in
      accordance with the laws of the State of New York, without giving effect to
      conflict of laws. It may be executed in several counterparts, each one of which
      shall constitute an original, and together shall constitute but one instrument.
      Facsimile signatures shall constitute original signatures for all purposes
      of
      this Agreement. 

     
      

    (c)
         This Agreement contains the entire agreement and understanding of
      the parties hereto with respect to the subject matter hereof. This Agreement
      or
      any provision hereof may only be changed, amended or modified by a writing
      signed by each of the parties hereto; provided, however, that no such change,
      amendment or modification may be made without the prior written consent of
      Maxim, who, along with the other Underwriters, the parties specifically agree,
      are and shall be third party beneficiaries for purposes of this Agreement;
      and
      provided further, any amendment to Section 1(j) shall require the consent of
      all
      of the Public Stockholders. As to any claim, cross-claim or counterclaim in
      any
      way relating to this Agreement, each party waives the right to trial by
      jury.  
      

     

    
      
         

      

      
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    (d)
         The parties hereto consent to the jurisdiction and venue of any
      state or federal court located in the State and County of New York for purposes
      of resolving any disputes hereunder. The parties hereto irrevocably submit
      to
      such jurisdiction, which jurisdiction shall be exclusive, and hereby waive
      any
      objection to such exclusive jurisdiction and that such courts represent an
      inconvenient forum. 

     
      

    (e)
         Any notice, consent or request to be given in connection with any
      of the terms or provisions of this Agreement shall be in writing and shall
      be
      sent by express mail or similar private courier service, by certified mail
      (return receipt requested), by hand delivery or by facsimile transmission:
      

     
      

    if
      to the
      Trustee, to: 

    


    Continental
      Stock Transfer & Trust Company 

    17
      Battery Place 

    New
      York,
      New York 10004 

    Attn:
      

    Fax
      No.:


     

    if
      to the
      Company, to: 

     
      

    Energy
      Infrastructure Acquisition Corp. 

    641
      5th
      Avenue


    New
      York,
      New York 10022 

    Attn:
      Mario Pantazopoulos

    Fax
      No.:


     
      

    in
      either
      case with a copy to: 

     
      

    Maxim
      Group LLC 

    405
      Lexington Avenue 

    New
      York,
      New York 10174 

    Attn:
      Clifford A. Teller 

    Fax
      No.:
      (212) 895-3783 

     
      

    and
      

     
      

    Ellenoff,
      Grossman & Schote LLP 

    370
      Lexington Avenue 

    New
      York,
      New York 10017 

    Attn:
      Douglas S. Ellenoff 

    Fax
      No.:
      (212) 370-7889 

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     
      

    and
      

     
      

    Loeb
      & Loeb LLP 

    345
      Park
      Avenue 

    New
      York,
      New York 10154 

    Attn:
      Mitchell S. Nussbaum 

    Fax
      No.:
      (212) 407-4990 

     
      

    (f)
         This Agreement may not be assigned by the Trustee without the prior
      written consent of the Company and Maxim. 

     
      

    (g)
         Each of the Trustee and the Company hereby represents that it has
      the full right and power and has been duly authorized to enter into this
      Agreement and to perform its respective obligations as contemplated hereunder.
      The Trustee acknowledges and agrees that it shall not make any claims or proceed
      against the Trust Account, including by way of set-off, and shall not be
      entitled to any funds in the Trust Account under any circumstance. 

    


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties have duly executed this Investment Management
      Trust
      Agreement as of the date first written above. 

     
      

     
      

    CONTINENTAL
      STOCK TRANSFER & TRUST COMPANY, as Trustee 

     
      

    By:
      ______________________________________ 

    Name:
        

    Title:
          

     
      

    ENERGY
      INFRASTRUCTURE ACQUISITION CORP. 

     
      

    By:_______________________________________
             

    Name:
      Mario Pantazopoulos 

    Title:
      Chief Financial Officer

     
      

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A 

    [Letterhead
      of Company] 

     
      

    [Insert
      date] 

     
      

    Continental
      Stock Transfer 

    &
      Trust Company 

    17
      Battery Place 

    New
      York,
      New York 10004 

     
      

    Attn:
      

     
      

    Re:
        Trust
      Account No. [ ] Termination Letter 

     
      

    Gentlemen:
      

     
      

    Pursuant
      to Section 1(i) of the Investment Management Trust Agreement between Energy
      Infrastructure Acquisition Corp. (“Company”) and Continental Stock Transfer
& Trust Company (“Trustee”), dated as of __________, 2006 (“Trust
      Agreement”), this is to advise you that the Company has entered into an
      agreement (“Business Agreement”) with __________________ (“Target Business”) to
      consummate a business combination with Target Business (“Business Combination”)
      on or about [insert date]. The Company shall notify you at least two business
      days in advance of the actual date of the consummation of the Business
      Combination (“Consummation Date”) and shall provide you with an Officers’
Certificate in accordance with Sections 1(i) and 3(d) of the Trust Agreement.
      Capitalized words used herein and not otherwise define shall have the meaning
      ascribed to them in the Trust Agreement. 

     
      

    In
      accordance with the terms of the Trust Agreement, we hereby authorize you to
      commence liquidation of the Trust Account to the effect that, on the
      Consummation Date, all of funds held in the Trust Account will be immediately
      available for transfer to the account or accounts that the Company and Maxim
      shall direct in writing on the Consummation Date. 

     
      

    On
      the
      Consummation Date (i) counsel for the Company shall deliver to you written
      notification that the Business Combination has been consummated; (ii) the
      Company shall deliver along with the oath and report of inspector of election
      certified by an independent inspector which may be the Trustee or as otherwise
      appointed by Maxim (collectively, the “Report”); and (iii) the Company and Maxim
      shall deliver to you joint written instructions with respect to the transfer
      of
      the funds, including the Contingent Discount and the Contingent Fee, held in
      the
      Trust Account (“Instructions”). You are hereby directed and authorized to
      transfer the funds held in the Trust Account immediately upon your receipt
      of
      the counsel’s letter, the Report, evidence of delivery of the Stock
      Certificates, the Officers’ Certificate and the Instructions in accordance with
      the terms of the Instructions. In the event that certain deposits held in the
      Trust Account may not be liquidated by the Consummation Date without penalty,
      you will notify the Company and Maxim of the same and the Company and Maxim
      shall issue joint written instructions directing you as to whether such funds
      should remain in the Trust Account and be distributed after the Consummation
      Date. Upon the distribution of all the funds in the Trust Account pursuant
      to
      the terms hereof, the Trust Agreement shall be terminated and the Trust Account
      closed. 

     
      

    In
      the
      event that the Business Combination is not consummated on the Consummation
      Date
      described in the notice thereof and we have not notified you on or before the
      original Consummation Date of a new Consummation Date, then the funds held
      in
      the Trust Account shall be reinvested as provided in the Trust Agreement on
      the
      business day immediately following the Consummation Date as set forth in the
      notice. 

     
      

    
      	 	Very truly yours, 
	 	 	 
	 	ENERGY
              INFRASTRUCTURE ACQUISITION CORP. 
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Mario
              Pantazopoulos
	 	Chief
              Financial Officer 


    

     

    Cc:
      Maxim Group LLC

          

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    EXHIBIT
      B 

     
      

    [Letterhead
      of Company] 

     
      

    [Insert
      date] 

     
      

    Continental
      Stock Transfer 

    &
      Trust Company 

    17
      Battery Place 

    New
      York,
      New York 10004 

     
      

    Attn:
      

     

    Re:
        Trust
      Account No. [ ] Termination Letter 

     
      

    Gentlemen:
      

     
      

    Pursuant
      to paragraph 1(i) of the Investment Management Trust Agreement between Energy
      Infrastructure Acquisition Corp. (“Company”) and Continental Stock Transfer
& Trust Company (“Trustee”), dated as of _____________, 2006 (“Trust
      Agreement”), this is to advise you that the Board of Directors of the Company
      has voted to dissolve the Company and liquidate the Trust Account (as defined
      in
      the Trust Agreement). Attached hereto is a copy of the minutes of the meeting
      of
      the Board of Directors of the Company relating thereto, certified by the
      Secretary of the Company as true and correct and in full force and effect.
      

     
      

    In
      accordance with the terms of the Trust Agreement, we hereby authorize you to
      commence liquidation of the Trust Account. You will notify the Company and
      Lehman Brothers Inc. in writing as to when all of the funds in the Trust Account
      will be available for immediate transfer (“Transfer Date”). Thereafter, you
      shall commence distribution of such funds in accordance with the terms of the
      Trust Agreement and the Company’s Certificate of Incorporation. Upon the payment
      of all the funds in the Trust Account, the Trust Agreement shall be terminated
      and the Trust Account closed. 

     
      

    
      	 	Very truly yours, 
	 	 	 
	 	ENERGY
              INFRASTRUCTURE ACQUISITION CORP. 
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Mario
              Pantazopoulos
	 	Chief
              Financial Officer 


    

     

    Cc:
      Maxim
      Group LLC

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C 

    


    
      	
              AUTHORIZED
                INDIVIDUAL(S) 

              FOR
                TELEPHONE CALL BACK 

            	
               
                

            	
              AUTHORIZED
                

              TELEPHONE
                NUMBER(S) 

            
	
               
                

            	
               
                

            	
               
                

            
	
               
                

            	
               
                

            	
               
                

            
	
              Company:
                

            	
               
                

            	
               
                

            
	
               
                

            	
               
                

            	
               
                

            
	
              Energy
                Infrastructure Acquisition Corp. 

              641
                5th
                Avenue

              New
                York, New York 10022 

              Attn:
                Mario Pantazopoulos, Chief Financial Officer 

            	
               
                

            	
               
                

               
                

              ()
                

            
	
               
                

            	
               
                

            	
               
                

            
	
              Trustee:
                

            	
               
                

            	
               
                

            
	
               
                

            	
               
                

            	
               
                

            
	
              Continental
                Stock Transfer & Trust Company 

              17
                Battery Place 

              New
                York, New York 10004 

              Attn:
                

            	
               
                

            	
               
                

            


    

    


    
      
         

      

      
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