[FACE
      OF
      CERTIFICATE]

    


    SPECIMEN
      WARRANT CERTIFICATE

    


    (SEE
      REVERSE SIDE FOR LEGEND)

    


    NUMBER
      W-

    


    (THIS
      WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO

    5:00
      P.M.
      NEW YORK CITY TIME, ___________ ___, 2010)

    


    WARRANTS

    


    ENERGY
      INFRASTRUCTURE MERGER CORPORATION

    


    CUSIP

    


    WARRANT

    


    THIS
      CERTIFIES THAT, for value received

    


    is
      the
      registered holder of a Warrant or Warrants expiring _____________, 2010 (the
      “Warrant”) to purchase one fully paid and non-assessable share of Common Stock,
      par value $.0001 per share (“Shares”), of ENERGY INFRASTRUCTURE MERGER
      CORPORATION, a Marshall Islands corporation (the “Company”), for each Warrant
      evidenced by this Warrant Certificate. The Warrant entitles the holder thereof
      to purchase from the Company, commencing on the later of (i) the Company’s
      completion of a business combination with a target business or (ii) _________,
      2007, such number of Shares of the Company at the price of $8.00 per share,
      upon
      surrender of this Warrant Certificate and payment of the Warrant Price at the
      office or agency of the Warrant Agent, Continental Stock Transfer & Trust
      Company (such payment to be made by check made payable to the Warrant Agent),
      but only subject to the conditions set forth herein and in the Warrant Agreement
      between the Company and Continental Stock Transfer & Trust Company. The
      Warrant Agreement provides that upon the occurrence of certain events the
      Warrant Price and the number of Warrant Shares purchasable hereunder, set forth
      on the face hereof, may, subject to certain conditions, be adjusted. The term
      Warrant Price as used in this Warrant Certificate refers to the price per Share
      at which Shares may be purchased at the time the Warrant is
      exercised.

     

    No
      fraction of a Share will be issued upon any exercise of a Warrant. If, upon
      exercise of a Warrant, a holder would be entitled to receive a fractional
      interest in a Share, the Company will, upon exercise, round up to the nearest
      whole number the number of shares of common stock to be issued to the warrant
      holder.

     

    Upon
      any
      exercise of the Warrant for less than the total number of full Shares provided
      for herein, there shall be issued to the registered holder hereof or his
      assignee a new Warrant Certificate covering the number of Shares for which
      the
      Warrant has not been exercised.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Warrant
      Certificates, when surrendered at the office or agency of the Warrant Agent
      by
      the registered holder hereof in person or by attorney duly authorized in
      writing, may be exchanged in the manner and subject to the limitations provided
      in the Warrant Agreement, but without payment of any service charge, for another
      Warrant Certificate or Warrant Certificates of like tenor and evidencing in
      the
      aggregate a like number of Warrants.

     

    Upon
      due
      presentment for registration of transfer of the Warrant Certificate at the
      office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
      Certificates of like tenor and evidencing in the aggregate a like number of
      Warrants shall be issued to the transferee in exchange for this Warrant
      Certificate, subject to the limitations provided in the Warrant Agreement,
      without charge except for any applicable tax or other governmental
      charge.

     

    The
      Company and the Warrant Agent may deem and treat the registered holder as the
      absolute owner of this Warrant Certificate (notwithstanding any notation of
      ownership or other writing hereon made by anyone), for the purpose of any
      exercise hereof, of any distribution to the registered holder, and for all
      other
      purposes, and neither the Company nor the Warrant Agent shall be affected by
      any
      notice to the contrary.

     

    This
      Warrant does not entitle the registered holder to any of the rights of a
      stockholder of the Company.

     

    The
      Company reserves the right to call the Warrant at any time prior to its
      exercise, with a notice of call in writing to the holders of record of the
      Warrant, giving 30 days’ notice of such call at any time after the Warrant
      becomes exercisable if the last sale price of the Shares has been at least
      $14.25 per share on each of 20 trading days within a 30 trading day period
      ending on the third business day prior to the date on which notice of such
      call
      is given. The call price of the Warrants is to be $.01 per Warrant. Any Warrant
      either not exercised or tendered back to the Company by the end of the date
      specified in the notice of call shall be canceled on the books of the Company
      and have no further value except for the $.01 call price.

    


    DATED:

    


    [SIGNATURE]

    CHIEF
      EXECUTIVE OFFICER

    


    [SEAL]

    
      [ENERGY
        INFRASTRUCTURE MERGER CORPORATION

      CORPORATE
        SEAL 2007

      REPUBLIC
        OF THE MARSHALL ISLANDS]



    [SIGNATURE]

    SECRETARY

    
      COUNTERSIGNED:

      CONTINENTAL
        STOCK TRANSFER & TRUST COMPANY

      WARRANT
        AGENT

      BY:

      AUTHORIZED
        OFFICER

      




    [REVERSE
      OF CERTIFICATE]

    


    SUBSCRIPTION
      FORM

    To
      Be
      Executed by the Registered Holder in Order to Exercise Warrants

    


    The
      undersigned Registered Holder irrevocably elects to exercise _____ Warrants
      represented by this Warrant Certificate, and to purchase the shares of Common
      Stock issuable upon the exercise of such Warrants, and requests that
      Certificates for such shares shall be issued in the name of

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (PLEASE
      TYPE OR PRINT NAME AND ADDRESS)

    


    (SOCIAL
      SECURITY OR TAX IDENTIFICATION NUMBER)

    


    and
      be
      delivered to

    


    (PLEASE
      PRINT OR TYPE NAME AND ADDRESS)

    


    and,
      if
      such number of Warrants shall not be all the Warrants evidenced by this Warrant
      Certificate, that a new Warrant Certificate for the balance of such Warrants
      be
      registered in the name of, and delivered to, the Registered Holder at the
      address stated below:

    


    Dated:

    


    (SIGNATURE)

    


    (ADDRESS)

    


    (TAX
      IDENTIFICATION NUMBER)

    


    


    ASSIGNMENT

    To
      Be
      Executed by the Registered Holder in Order to Assign Warrants

    


    For
      Value
      Received, _______________ hereby sell, assign, and transfer unto

     

    (PLEASE
      TYPE OR PRINT NAME AND ADDRESS)

    


    (SOCIAL
      SECURITY OR TAX IDENTIFICATION NUMBER)

     

    and
      be
      delivered to

     

    (PLEASE
      PRINT OR TYPE NAME AND ADDRESS)

    ____________
      of the Warrants represented by this Warrant Certificate, and hereby irrevocably
      constitute and appoint ________________________

    


    Attorney
      to transfer this Warrant Certificate on the books of the Company,

    with
      full
      power of substitution in the premises.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Dated:

    


    (SIGNATURE)

    


    
      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:

      


      THE
        SIGNATURE(S) MUST 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).

      


      THE
        SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
        NAME
        WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT
        ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED
        BY A
        COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK
        EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK
        EXCHANGE.