ENERGY INFRASTRUCTURE ACQUISITION CORP. SELECTED DEALER AGREEMENT

Broker Dealer Agreement

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ENERGY INFRASTRUCTURE ACQUISITION CORP. | Maxim Group LLC

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Title: ENERGY INFRASTRUCTURE ACQUISITION CORP. SELECTED DEALER AGREEMENT
Governing Law: New York Date: 4/28/2006
Industry: OILPRD Sector: ENERGY

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ENERGY INFRASTRUCTURE ACQUISITION CORP.

SELECTED DEALER AGREEMENT

Ladies and Gentlemen:

Maxim Group LLC (“ Maxim ”) is acting as the representative of the underwriters (the “ Underwriters ”) in a firm commitment, underwritten offering (the “ Offering ”) to sell 22,500,000 units (the “ Units ”) ¹ of Energy Infrastructure Acquisition Corp., a Delaware corporation (the “ Company ”) as described in the prospectus for the Offering (the “ Prospectus ”). Maxim is hereby inviting the entity signatory hereto (the “ Selected Dealer ”), subject to the other terms and conditions set forth herein and in the Prospectus, to act as a selected dealer in connection with the Offering, and by executing this Selected Dealer Agreement (this “ Agreement ”), Maxim hereby approves such signatory as a Selected Dealer in connection with the Offering.

1. This Agreement shall be effective when the registration statement relating to the Units (and including the Prospectus) (the “ Registration Statement ”) filed by the Company under the Securities Act of 1933, as amended (the “ Act ”), has become effective with the Securities and Exchange Commission. The terms of the Offering and the Selected Dealer’s participation therein are as follows:

Authorized Public Offering Price:	$10.00 per Unit.

Selected Dealers’ Selling Concession:	Not to exceed $______ per Unit payable upon termination of this Agreement, except as provided below. Maxim reserves the right not to pay such concessions on any of the Units purchased by the Selected Dealer from Maxim and repurchased by Maxim at or below the price stated above prior to such termination.

Reallowance:	The Selected Dealer may reallow not in excess of $______ per Unit as a selling concession to dealers who are members in good standing of National Association of Securities Dealers, Inc. (the “ NASD ”) or to foreign dealers who are not eligible for membership in the NASD and who have agreed: (i) not to sell the Units within the United States of America, its territories or possessions or to persons who are citizens thereof or residents therein, and (ii) to abide by the applicable Conduct Rules of the NASD.

¹ Plus the over-allotment option available to the Underwriters to purchase up to an additional 3,375,000 Units.

Delivery and Payment:	Delivery of the Units shall be made on or about ______________________, 2006 or such later date as Maxim may advise on not less than one day’s notice to the Selected Dealer, at Maxim’s principal office located at 405 Lexington Avenue, 2nd Floor, New York, New York 10174 or at such other place as Maxim may advise on not less than one day’s notice to the Selected Dealer. Payment for the Units is to be made, against delivery, at the authorized public offering price stated above, or, if Maxim shall so advise, at the authorized public offering price less the dealers’ selling concession stated above, by a certified or official bank check in New York Clearing House Funds or wire transfer of immediately available funds payable to the order of Maxim Group LLC.

Termination:	This Agreement shall terminate at the close of business on the 45 ^th day following the effective date of the Registration Statement (of which the enclosed Prospectus forms a part), unless extended at Maxim’s discretion for a period or periods not to exceed in the aggregate 30 additional days. Maxim may terminate this Agreement, whether or not extended, at any time and for any reason, without notice. In addition, this Agreement shall automatically terminate if the Selected Dealer: (a) ceases to be a member in good standing of the NASD, (b) becomes subject to NASD suspension, or (c) has its registration as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) is terminated or suspended. Upon termination, all rights and obligations under this Agreement shall cease, except rights and obligations accrued or unsatisfied at the date of termination.

2. Any of the Units purchased by the Selected Dealer hereunder are to be offered by the Selected Dealer to the public at the public offering price, except as herein otherwise provided and except that a reallowance from such public offering prices not in excess of the amount set forth on the first page of this Agreement may be allowed as consideration for services rendered in distribution to dealers that: (a) are actually engaged in the investment banking or securities business; (b) execute the written agreement prescribed by Rule 2740 of the NASD Conduct Rules; and (c) are either members in good standing of the NASD or foreign banks, dealers or institutions not eligible for membership in the NASD that represent to the Selected Dealer that they will promptly reoffer such Units at the public offering price and will abide by the conditions set forth in paragraph 8 below.

3. By its signature hereto, the Selected Dealer agrees that: (a) upon effectiveness of the Registration Statement and receipt of the Prospectus, to take up and pay for the number of Units allotted and confirmed to the Selected Dealer by Maxim, (b) not to use any of the Units to reduce or cover any short position of the Selected Dealer, (c) upon Maxim’s request, to advise Maxim of the number of Units purchased from Maxim remaining unsold by the Selected Dealer and to resell to Maxim any or all of such unsold Units at the public offering prices stated above, less all or such part of the concession allowed the Selected Dealer as Maxim may determine, and (d) to make available a copy of the Prospectus to all persons who on behalf of the Selected Dealer will solicit orders for the Units prior to the making of such solicitations by such persons. If, prior to the later of: (i) the termination of this Agreement, or (ii) the covering by Maxim of any short position created by Maxim in connection with the Offering for its account or the account of one or more Underwriters, Maxim purchases or contract to purchase for its account or the account of one or more Underwriters in the open