[FACE
      OF
      DOCUMENT]

    


    SPECIMEN
      COMMON STOCK CERTIFICATE

    


    NUMBER
      C-

    


    ENERGY
      INFRASTRUCTURE MERGER CORPORATION

    


    INCORPORATED
      UNDER THE LAWS

    OF
      THE
      REPUBLIC OF THE MARSHALL ISLANDS

    


    SEE
      REVERSE FOR CERTAIN DEFINITIONS

    


    CUSIP
      

    


    This
      Certifies that

    


    is
      the
      owner of

    


    FULLY
      PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.0001 EACH OF THE COMMON
      STOCK OF

    


    ENERGY
      INFRASTRUCTURE MERGER CORPORATION

    


    transferable
      on the books of the Corporation in person or by duly authorized attorney upon
      surrender of this certificate properly endorsed. This certificate is not valid
      unless countersigned by the Transfer Agent and registered by the Registrar.
      Witness the seal of the Corporation and the facsimile signatures of its duly
      authorized officers.

    


    Dated:

    


    [SIGNATURE]

    CHIEF
      EXECUTIVE OFFICER

    


    [SEAL]

    
      [ENERGY
        INFRASTRUCTURE MERGER CORPORATION

      CORPORATE
        SEAL 2007

      REPUBLIC
        OF THE MARSHALL ISLANDS]

    

    
[SIGNATURE]

    SECRETARY

     

    [REVERSE
      OF CERTIFICATE]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
ENERGY
      INFRASTRUCTURE MERGER CORPORATION

    


    The
      Corporation will furnish without charge to each stockholder who so requests
      the
      powers, designations, preferences and relative, participating, optional or
      other
      special rights of each class of stock or series thereof of the Corporation
      and
      the qualifications, limitations, or restrictions of such preferences and/or
      rights. This certificate and the shares represented thereby are issued and
      shall
      be held subject to all the provisions of the Certificate of Incorporation and
      all amendments thereto and resolutions of the Board of Directors providing
      for
      the issue of shares of Common Stock (copies of which may be obtained from the
      secretary of the Corporation), to all of which the holder of this

    certificate
      by acceptance hereof assents.

    


    The
      following abbreviations, when used in the inscription on the face of this
      certificate, shall be construed as though they were written out in full
      according to applicable laws or regulations:

    


    TEN
      COM —
as tenants in common

    TEN
      ENT —
as tenants by the entireties

    JT
      TEN —
as joint tenants with right of

    survivorship
      and not as tenants

    in
      common

    


    UNIF
      GIFT
      MIN ACT — .............. Custodian ...............

                                                
      (Cust)                     
 (Minor)

                                               
      under Uniform Gifts to Minors

                                               
      ACT.....................................

                                                                
      (State)

    


    


    Additional
      abbreviations may also be used though not in the above list.

    


    For
      value
      received _________________, hereby sell, assign and transfer unto

    


    PLEASE
      INSERT SOCIAL SECURITY OR OTHER

    IDENTIFYING
      NUMBER OF ASSIGNEE

    


    (PLEASE
      PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
      ASSIGNEE)

    


    shares
      of
      the capital stock represented by the within Certificate, and do hereby
      irrevocably constitute and appoint

    


    


    Attorney
      to transfer the said stock on the books of the within named Company with full
      power of substitution in the premises.

    


    Dated:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NOTICE:THE
      SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
      THE
      FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
      OR ANY CHANGE WHATEVER.

    


    Signature(s)
      Guaranteed:

    


    By

    THE
      SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
      STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
      IN
      AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE
      17Ad-15).