STOCK
      ESCROW AGREEMENT 

     
      

    STOCK
      ESCROW AGREEMENT, dated as of __________, 2006 (the “Agreement”) by and among
      Energy Infrastructure Acquisition Corp., a Delaware corporation (“Company”), the
      undersigned parties listed as Initial Stockholders on the signature page hereto
      (collectively, the “Initial Stockholders”) and Continental Stock Transfer &
Trust Company, a New York corporation (“Escrow Agent”). 

     
      

    WHEREAS,
      the Company has entered into an Underwriting Agreement, dated ________, 2006
      (“Underwriting Agreement”) with Maxim Group LLC (“Maxim”) acting as
      representative of the several underwriters (collectively, the “Underwriters”),
      pursuant to which, among other matters, the Underwriters have agreed to purchase
      15,000,000 units (not including the underwriters’ over-allotment option)
      (“Units”) of the Company. Each Unit consists of one share of the Company’s
      Common Stock, par value $.0001 per share, and one warrant (“Warrant”), each
      Warrant to purchase one share of Common Stock, all as more fully described
      in
      the Company’s definitive Prospectus, dated _______, 2006 (“Prospectus”)
      comprising part of the Company’s Registration Statement on Form S-1 (File No.
      _________) under the Securities Act of 1933, as amended (“Registration
      Statement”), declared effective on __________, 2006 (“Effective Date”).


     
      

    WHEREAS,
      the Initial Stockholders have agreed as a condition of the Underwriters’
obligation to purchase the Units pursuant to the Underwriting Agreement and
      to
      offer them to the public to deposit all of their shares of Common Stock of
      the
      Company, as set forth opposite their respective names in Exhibit A attached
      hereto (collectively “Escrow Shares”), in escrow as hereinafter provided.


     
      

    WHEREAS,
      the Company and the Initial Stockholders desire that the Escrow Agent accept
      the
      Escrow Shares, in escrow, to be held and disbursed as hereinafter provided.
      

     
      

    IT
      IS
      AGREED: 

     
      

    1.
        
      Appointment
      of Escrow Agent .
      The
      Company and the Initial Stockholders hereby appoint the Escrow Agent to act
      in
      accordance with and subject to the terms of this Agreement and the Escrow Agent
      hereby accepts such appointment and agrees to act in accordance with and subject
      to such terms. 

     
      

    2.
        
      Deposit
      of Escrow Shares .
      On or
      before the Effective Date, each of the Initial Stockholders shall deliver to
      the
      Escrow Agent certificates representing his or her respective Escrow Shares,
      to
      be held and disbursed subject to the terms and conditions of this Agreement.
      Each Initial Stockholder acknowledges that the certificate representing his
      or
      her Escrow Shares is legended to reflect the deposit of such Escrow Shares
      under
      this Agreement. 

     
      

    3.
        
      Disbursement
      of the Escrow Shares .
      

     
      

    3.1.
        
      General
      .
      Except
      as set forth herein and in Section 3.2 below, the Escrow Agent shall hold the
      Escrow Shares until the third anniversary of the Effective Date (“Escrow
      Period”), on which date it shall, upon written instructions from each Initial
      Stockholder, disburse each of the Initial Stockholder’s Escrow Shares to such
      Initial Stockholder; provided, however, that if the Escrow Agent is notified
      by
      the Company pursuant to Section 6.7 hereof that the Company is being liquidated
      at any time during the Escrow Period, then the Escrow Agent shall promptly
      destroy the certificates representing the Escrow Shares; provided further,
      that
      if, after the Company consummates a Business Combination (as such term


     

    
      
         

      

      
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    is
      defined in the Registration Statement), it (or the surviving entity)
      subsequently consummates a liquidation, merger, stock exchange or other similar
      transaction which results in all of its stockholders of such entity having
      the
      right to exchange their shares of Common Stock for cash, securities or other
      property, then the Escrow Agent will, upon consummation of such transaction,
      release the Escrow Shares to the Initial Stockholders so that they can similarly
      participate. The Escrow Agent shall have no further duties hereunder after
      the
      disbursement or destruction of the Escrow Shares in accordance with this Section
      3. 

     
      

     
      

    3.2.
        Upon
      written instructions from the Company advising that a Business Combination
      has
      been consummated and that one or more of the public stockholders has determined
      to exercise the right to redeem their shares for cash described in the
      Registration Statement, the Escrow Agent will release and deliver to the Company
      for cancellation on a pro rata basis certificates representing that number
      of
      Escrow Shares (not to exceed 158,254 in the aggregate) which is equal to the
      quotient obtained by dividing (i) the total number of shares redeemed by (ii)
      29. By way of illustration, for each 29 shares redeemed, up to 4,746,710 shares,
      one (1) Escrow
      Share will be surrendered for cancellation. Such instructions set forth both
      the
      number of shares the Company is redeeming and the number of Escrow Shares to
      be
      delivered to the Company for cancellation. 

     
      

    4.
        
      Rights
      of Initial Stockholders in Escrow Shares .
      

     
      

    4.1.
        
      Voting
      Rights as a Stockholder .
      Subject
      to the terms of the Insider Letter described in Section 4.4 hereof and except
      as
      herein provided, the Initial Stockholders shall retain all of their rights
      as
      stockholders of the Company during the Escrow Period, including, without
      limitation, the right to vote such shares. 

     
      

    4.2.
        
      Dividends
      and Other Distributions in Respect of the Escrow Shares .
      During
      the Escrow Period, all dividends payable in cash with respect to the Escrow
      Shares shall be paid to the Initial Stockholders, but all dividends payable
      in
      stock or other non-cash property (“Non-Cash Dividends”) shall be delivered to
      the Escrow Agent to hold in accordance with the terms hereof. As used herein,
      the term “Escrow Shares” shall be deemed to include the Non-Cash Dividends
      distributed thereon, if any. 

     
      

    4.3.
        
      Restrictions
      on Transfer .
      Except
      as set forth in Section 3.2 during the Escrow Period, no sale, transfer or
      other
      disposition may be made of any or all of the Escrow Shares except (i) by gift
      to
      a member of Initial Stockholder’s immediate family or to a trust or other
      entity, the beneficiary of which is an Initial Stockholder or a member of an
      Initial Stockholder’s immediate family, (ii) by virtue of the laws of descent
      and distribution upon death of any Initial Stockholder, or (iii) pursuant to
      a
      qualified domestic relations order; provided, however, that such permissive
      transfers may be implemented only upon the respective transferee’s written
      agreement to be bound by the terms and conditions of this Agreement and of
      the
      Insider Letter signed by the Initial Stockholder transferring the Escrow Shares.
      During the Escrow Period, the Initial Stockholders shall not pledge or grant
      a
      security interest in the Escrow Shares or grant a security interest in their
      rights under this Agreement. 

     

    
      
         

      

      
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    4.4.
        
      Insider
      Letters .
      Each of
      the Initial Stockholders has executed a letter agreement with Maxim and the
      Company, dated as of the Effective Date, and which is filed as an exhibit to
      the
      Registration Statement (“Insider Letter”), respecting the rights and obligations
      of such Initial Stockholder in certain events, including, but not limited to,
      the liquidation of the Company. 

     
      

    5.
        
      Concerning
      the Escrow Agent .
      

     
      

    5.1.
        
      Good
      Faith Reliance .
      The
      Escrow Agent shall not be liable for any action taken or omitted by it in good
      faith and in the exercise of its own best judgment, and 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 Escrow Agent),
      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 Escrow Agent to be genuine and to be signed or presented by
      the
      proper person or persons. The Escrow Agent shall not be bound by any notice
      or
      demand, or any waiver, modification, termination or rescission of this Agreement
      unless evidenced by a writing delivered to the Escrow Agent signed by the proper
      party or parties and, if the duties or rights of the Escrow Agent are affected,
      unless it shall have given its prior written consent thereto. 

     
      

    5.2.
        
      Indemnification
      .
      The
      Escrow Agent shall be indemnified and held harmless by the Company from and
      against any expenses, including counsel fees and disbursements, or loss suffered
      by the Escrow Agent in connection with any action, suit or other proceeding
      involving any claim which in any way, directly or indirectly, arises out of
      or
      relates to this Agreement, the services of the Escrow Agent hereunder, or the
      Escrow Shares held by it hereunder, other than expenses or losses arising from
      the gross negligence or willful misconduct of the Escrow Agent. Promptly after
      the receipt by the Escrow Agent of notice of any demand or claim or the
      commencement of any action, suit or proceeding, the Escrow Agent shall notify
      the other parties hereto in writing. In the event of the receipt of such notice,
      the Escrow Agent, in its sole discretion, may commence an action in the nature
      of interpleader in an appropriate court to determine ownership or disposition
      of
      the Escrow Shares or it may deposit the Escrow Shares with the clerk of any
      appropriate court or it may retain the Escrow Shares pending receipt of a final,
      non appealable order of a court having jurisdiction over all of the parties
      hereto directing to whom and under what circumstances the Escrow Shares are
      to
      be disbursed and delivered. The provisions of this Section 5.2 shall survive
      in
      the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5
      or
      5.6 below. 

     
      

    5.3.
        
      Compensation
      .
      The
      Escrow Agent shall be entitled to reasonable compensation from the Company
      for
      all services rendered by it hereunder, as set forth on Exhibit B hereto.
      The Escrow Agent shall also be entitled to reimbursement from the Company for
      all expenses paid or incurred by it in the administration of its duties
      hereunder including, but not limited to, all counsel, advisors’ and agents’ fees
      and disbursements and all taxes or other governmental charges. 

     

    
      
         

      

      
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    5.4.
        
      Further
      Assurances .
      From
      time to time on and after the date hereof, the Company and the Initial
      Stockholders shall deliver or cause to be delivered to the Escrow Agent such
      further documents and instruments and shall do or cause to be done such further
      acts as the Escrow Agent shall reasonably request to carry out more effectively
      the provisions and purposes of this Agreement, to evidence compliance herewith
      or to assure itself that it is protected in acting hereunder. 

     
      

    5.5.
        
      Resignation
      .
      The
      Escrow Agent may resign at any time and be discharged from its duties as escrow
      agent hereunder by its giving the other parties hereto written notice and such
      resignation shall become effective as hereinafter provided. Such resignation
      shall become effective at such time that the Escrow Agent shall turn over to
      a
      successor escrow agent appointed by the Company and approved by Maxim, the
      Escrow Shares held hereunder. If no new escrow agent is so appointed within
      the
      60 day period following the giving of such notice of resignation, the Escrow
      Agent may deposit the Escrow Shares with any court it deems appropriate.


     
      

    5.6.
        
      Discharge
      of Escrow Agent .
      The
      Escrow Agent shall resign and be discharged from its duties as escrow agent
      hereunder if so requested in writing at any time by the other parties hereto,
      jointly, provided, however, that such resignation shall become effective only
      upon acceptance of appointment by a successor escrow agent as provided in
      Section 5.5. 

     
      

    5.7.
        
      Liability
      .
      Notwithstanding anything herein to the contrary, the Escrow Agent shall not
      be
      relieved from liability hereunder for its own gross negligence or its own
      willful misconduct. 

     
      

    6.
        
      Miscellaneous
      .
      

     
      

    6.1.
        
      Governing
      Law .
      This
      Agreement shall for all purposes be deemed to be made under and shall be
      construed in accordance with the laws of the State of New York. Each of the
      parties hereby agrees that any action, proceeding or claim against it arising
      out of or relating in any way to this Agreement shall be brought and enforced
      in
      the courts of the State of New York or the United States District Court for
      the
      Southern District of New York, and irrevocably submits to such jurisdiction,
      which jurisdiction shall be exclusive. Each of the parties hereby waives any
      objection to such exclusive jurisdiction and that such courts represent an
      inconvenient forum. 

     
      

    6.2.
        
      Third
      Party Beneficiaries .
      Each of
      the Initial Stockholders hereby acknowledges that the Underwriters are third
      party beneficiaries of this Agreement and this Agreement may not be modified
      or
      changed without the prior written consent of Maxim. 

     
      

    6.3.
        
      Entire
      Agreement .
      This
      Agreement contains the entire agreement of the parties hereto with respect
      to
      the subject matter hereof and, except as expressly provided herein, may not
      be
      changed or modified except by an instrument in writing signed by the party
      to
      the charged. 

     

    
      
         

      

      
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    6.4.
        
      Headings
      .
      The
      headings contained in this Agreement are for reference purposes only and shall
      not affect in any way the meaning or interpretation thereof. 

     
      

    6.5.
        
      Binding
      Effect .
      This
      Agreement shall be binding upon and inure to the benefit of the respective
      parties hereto and their legal representatives, successors and assigns.


     
      

    6.6.
        
      Notices
      .
      Any
      notice or other communication required or which may be given hereunder shall
      be
      in writing and either be delivered personally or by private national courier
      service, or be mailed, certified or registered mail, return receipt requested,
      postage prepaid, and shall be deemed given when so delivered personally or,
      if
      sent by private national courier service, on the next business day after
      delivery to the courier, or, if mailed, two business days after the date of
      mailing, as follows: 

     
      

    If
      to the
      Company, to: 

     
      

    Energy
      Infrastructure Acquisition Corp. 

    641
      5th
      Avenue


    New
      York,
      New York 10022 

    Attn:
      Mario Pantazopoulos

    Fax
      No.:


     
      

    If
      to a
      Stockholder, to his address set forth in Exhibit A. 

     
      

    and
      if to
      the Escrow Agent, to: 

     
      

    Continental
      Stock Transfer & Trust Company 

    17
      Battery Place 

    New
      York,
      New York 10004 

    Attn:
      

     
      

    A
      copy of
      any notice sent hereunder shall be sent to: 

     
      

    Ellenoff,
      Grossman & Schole LLP 

    370
      Lexington Avenue 

    New
      York,
      New York 10017 

    Attn:
      Douglass S. Ellenoff, Esq. 

     
      

    and:
      

     
      

    Maxim
      Group LLC 

    405
      Lexington Avenue 

    New
      York,
      New York 10174 

    Attn:
      Clifford A. Teller 

     

    
      
         

      

      
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    and:
      

     
      

    Loeb
      & Loeb LLP 

    345
      Park
      Avenue 

    New
      York,
      New York 10154 

    Attn:
      Mitchell S. Nussbaum, Esq. 

     
      

    The
      parties may change the persons and addresses to which the notices or other
      communications are to be sent by giving written notice to any such change in
      the
      manner provided herein for giving notice. 

     
      

    6.7.
        
      Liquidation
      of Company .
      The
      Company shall give the Escrow Agent written notification of the liquidation
      and
      dissolution of the Company in the event that the Company fails to consummate
      a
      Business Combination within the time period(s) specified in the Prospectus.
      

    


    6.8  Counterparts.
      This
      Agreement may be executed in several counterparts each one of which shall
      constitute an original and may be delivered by facsimile transmission and
      together shall constitute one instrument.

     
      

    


    


    [remainder
      of document continued on next page] 

    


    
      
         

      

      
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    WITNESS
      the execution of this Agreement as of the date first above written.


     
      

    ENERGY
      INFRASRUCTURE ACQUISITION CORP. 

     
      

    By:
      _________________________________________________ 

     
      

    George
      Sagredos, Chief Operating Officer and President 

     
      

    


     
      

    INITIAL
      STOCKHOLDERS: 

     
      

    ___________________________
      

     
      

    Arie
      Silverberg 

     
      

    ___________________________
      

     
      

    Marios
      Pantazopoulos 

     
      

    __________________________
      

     
      

    George
      Sagredos 

     
      

    ___________________________
      

     
      

    Andreas
      Theotokis 

     
      

    ___________________________
      

     
      

    Jonathan
      Kollek 

     
      

    ___________________________
      

     
      

    David
      Wong 

     
      

     
      

    


     
      

    CONTINENTAL
      STOCK TRANSFER 

    &
      TRUST COMPANY 

     
      

    By:________________________________
      

     
      

    Name:
      

    Title:
      

     

    
      
         

      

      
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    EXHIBIT
      A 

     
      

    


    
      	
              Name
                and Address of Initial Stockholder 

            	
              Number
                

              of
                Shares 

            	
              Stock
                

              Certificate
                Number 

            
	
               
                

            	
               
                

            	
               
                

            
	
              Arie
                Silverberg 

            	
               
                

            	
               
                

            
	
              Marios
                Pantazopoulos 

            	
               
                

            	
               
                

            
	
              George
                Sagredos 

            	
               
                

            	
               
                

            
	
              Andreas
                Theotokis 

            	
               
                

            	
               
                

            
	
              Jonathan
                Kollek 

            	
               
                

            	
               
                

            
	
              David
                Wong 

            	
               
                

            	
               
                

            


    

     

     
      

    
      
         

      

      
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      EXHIBIT
      B 

     
      

    Escrow
      Agent Fees 

     
      

    $1,800
      annually for acting agent escrow fee. 

     
      

    Initial
      acceptance fee and first year agent fee to be paid at closing. 

    


    
      
         

      

      
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