Unassociated Document


     

    _____________,
      2006

     

    


     

    Energy
      Infrastructure Acquisition Corp.

    641
      Fifth Avenue

    New
      York,
      New York 10022

    Attn:
      George Sagredos

     

    Maxim
      Group LLC

    405
      Lexington Avenue 

    New
      York,
      New York 10174

    Attn: Clifford
      A. Teller

    
      	
               

              Re:

            	
               

              Initial
                Public Offering

            


    

     

    Gentlemen:

     

    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.

    Maxim
      Group LLC

    ______________,
      2006

    Page
      2

     

    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 Affiliate of the undersigned originates a Business
      Combination.

     

    7.  The
      undersigned will escrow his Insider Shares for the three-year period commencing
      on the Effective Date, subject to the terms of a Stock Escrow Agreement which
      the Company will enter into with the undersigned and an escrow agent acceptable
      to the Company.

     

    8.  The
      undersigned agrees to be the Chairman of the Board of Directors and a director
      of the Company until the earlier of the consummation by the Company of a
      Business Combination or the liquidation of the Company. The undersigned’s
      biographical information furnished to the Company and Maxim and attached hereto
      as Exhibit A is true and accurate in all respects, does not omit any material
      information with respect to the undersigned’s background and contains all of the
      information required to be disclosed pursuant to Section 401 of Regulation
      S-K,
      promulgated under the Securities Act of 1933. The undersigned’s Questionnaire
      furnished to the Company and Maxim and annexed as Exhibit B hereto is true
      and
      accurate in all respects. The undersigned represents and warrants
      that:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Energy
        Infrastructure Acquisition Corp.

      Maxim
        Group LLC

      ______________,
        2006

      Page
        3

    

     

    (a)  he
      is not
      subject to or a respondent in any legal action for, any injunction,
      cease-and-desist order or order or stipulation to desist or refrain from any
      act
      or practice relating to the offering of securities in any
      jurisdiction;

     

    (b)  he
      has
      never been convicted of or pleaded guilty to any crime (i) involving any fraud
      or (ii) relating to any financial transaction or handling of funds of another
      person, or (iii) pertaining to any dealings in any securities and he is not
      currently a defendant in any such criminal proceeding; and

     

    (c)  he
      has
      never been suspended or expelled from membership in any securities or
      commodities exchange or association or had a securities or commodities license
      or registration denied, suspended or revoked.

     

    9.  The
      undersigned has full right and power, without violating any agreement by which
      he is bound, to enter into this letter agreement and to serve as the Chairman
      of
      the Board of Directors and a director of the Company.

     

    10.  The
      undersigned authorizes any employer, financial institution, or consumer credit
      reporting agency to release to Maxim and its legal representatives or agents
      (including any investigative search firm retained by Maxim) any information
      they
      may have about the undersigned’s background and finances (“Information”), solely
      for the purposes of the Company’s IPO. Neither Maxim nor its agents shall be
      violating the undersigned’s right of privacy in any manner in requesting and
      obtaining the Information and the undersigned hereby releases them from
      liability for any damage whatsoever in that connection.

     

    11.  As
      used
      herein, (i) a “Business Combination” shall mean an acquisition by merger,
      capital stock exchange, asset or stock acquisition, or other similar business
      combination with one or more businesses that support 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 selected by the Company; (ii) “Insiders” shall mean all
      officers, directors and stockholders of the Company immediately prior to the
      IPO; (iii) “Insider Shares” shall mean all of the shares of Common Stock of the
      Company owned by an Insider prior to the effective date of the IPO but shall
      exclude the Private Placement Shares; (iv) “IPO Shares” shall mean the shares of
      Common Stock issued in the Company’s IPO; and (v) "Private Placement Shares"
      shall mean the shares of Common Stock underlying the 825,398 units issued in
      the
      Company's Regulation S private placement effected prior to the IPO.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Energy
        Infrastructure Acquisition Corp.

      Maxim
        Group LLC

      ______________,
        2006

      Page
        4

    

     

    12.  This
      letter agreement shall be governed by and construed and enforced in accordance
      with the laws of the State of New York, without giving effect to conflicts
      of
      law principles that would result in the application of the substantive laws
      of
      another jurisdiction. The undersigned hereby (i) agrees that any action,
      proceeding or claim against him arising out of or relating in any way to this
      letter agreement (a "Proceeding") shall be brought and enforced in the courts
      of
      the State of New York of the United States of America for the Southern District
      of New York, and irrevocably submits to such jurisdiction, which jurisdiction
      shall be exclusive, (ii) waives any objection to such exclusive jurisdiction
      and
      that such courts represent an inconvenient forum and (iii) irrevocably agrees
      to
      appoint Loeb & Loeb LLP as agent for the service of process in the State of
      New York to receive, for the undersigned and on his behalf, service of process
      in any Proceeding. If or any reason such agent is unable to act as such, the
      undersigned will promptly notify the Company and Maxim and appoint a substitute
      agent acceptable to each of the Company and Maxim within 30 days and nothing
      in
      this letter will affect the right of either party to serve process in any other
      manner permitted by law.

     

    
      	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Andreas
              Theotokis


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

EXHIBIT
        A

    

     

    
      Andreas
        Theotokis has
        been
        our chairman of the board of directors since inception and a director since
        December 2005. Mr. Theotokis has over 25 years of experience in the oil industry
        including operations, shipping, finance, refinery economics, marketing and
        risk
        management. Mr. Theotokis currently serves as the senior advisor on Trading
        and
        Business Development for the Samsung Corporation. Mr.
        Theotokis was instrumental in creating Samsung’s niche oil trading business
        based on East-West Arbitrage. Prior to joining Samsung, Mr. Theotokis was
        the
        director of Oilspace, Inc., from January 2000 through September 2001. Oilspace
        is a London-based consulting company providing solutions for the energy supply
        chain industry. While at Oilspace, Mr. Theotokis started an internet-based
        service provider for the oil industry that was ultimately introduced to European
        and Russian oil companies that enables operational efficiency and successful
        business process improvements. From 1996 to 2000, Mr. Theotokis served as
        a
        director of the trading and logistics division at Oil Distributing Systems
        in
        Argentina, an importer and distributor of distillates and gasoline. From
        1992 to
        1996, Mr. Theotokis served as the head of the clean products trading group
        for
        Galaxy Energy Corporation, an oil and gas explorer and producer. During his
        tenure, Galaxy became the principle suppliers of crude/gas oil for the Greek
        government and the largest fuel oil and distillate exporter from Russia and
        the
        Ukraine. Between 1987 and 1992, Mr. Theotokis worked for Astroline
        Mediterranean’s Milan and Los Angeles offices, actively trading products from
        Europe to the Far East, and the U.S. Gulf Coast to Singapore. During his
        tenure,
        Astroline Mediterranean became one of the first arbitrage/value trading oil
        companies. Prior to joining Astroline Mediterranean, Mr. Theotokis was a
        fuel
        oil and gasoline trader for Petraco SPA in Milan from 1985 to 1987. Mr.
        Theotokis was primarily involved with exports of fuels, distillates and crude
        oil to Western Europe and the United States. Mr. Theotokis began his career
        in
        1980 with Petrola Hellas/Latsis Group, where he spent several months working
        on
        refinery economics, finance, demurrage and shipping. During the next five
        years,
        he was employed at the London office where he became a managing director
        and
        ultimately the head of the oil marketing team in London. Mr. Theotokis earned
        a
        Faculty of Law degree from Athens University in 1980 and went on to obtain
        a
        postgraduate degree in the area of petroleum law from Scotland’s Dundee
        University in 1981.

    

    
       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          



      
EXHIBIT
      B

     

    Questionnaire