Re: Trust Account No. [ ] Termination Letter

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Agreement is made as of _________, 2006 by and between Energy Infrastructure Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).

WHEREAS, the Company’s Registration Statement on Form S-1, No. __________ (“Registration Statement”), for its initial public offering of securities (“IPO”) has been declared effective as of the date hereof by the Securities and Exchange Commission (“Effective Date”); and

WHEREAS, the Company has issued securities in a private placement (the “Placement”); and

WHEREAS, Maxim Group LLC (“Maxim”) is acting as the representative of underwriters (the “Underwriters”) in the IPO and acted as placement agent for the Placement; and

WHEREAS, as described in the Company’s Registration Statement, (i) in accordance with the Company’s Certificate of Incorporation, $150,000,000 of the net proceeds of the IPO ($172,500,000 if the Underwriters’ over-allotment option is exercised in full), (ii) in accordance with the Placement Share Agreement, dated as of _______, 2006, among the Company, Maxim and certain purchasers $8,171,437 of the net proceeds of the Placement (together with the IPO proceeds, the “Base Deposit”) and $82,539 of Maxim’s placement fees (the “Contingent Fee”), and (iii) in accordance with the Underwriting Agreement, dated as of ________, 2006, between the Company and Maxim, as representative of the Underwriters, an additional $1,500,000 ($2,175,000 if the Underwriters’ over-allotment option is exercised in full), representing a portion of the Underwriters’ discount (the “Contingent Discount”), will be delivered to the Trustee to be deposited and held in a trust account for the benefit of the Company, the public holders of the Common Stock, par value $.0001 per share, of the Company (“Common Stock”) included in the units of the Company’s securities issued in the IPO (the “Units”) and the Underwriters and, in the event the Units are registered in Colorado, pursuant to Section 11-51-302(6) of the Colorado Revised Statutes, a copy of which statute is attached hereto and made a part hereof. The amount to be delivered to the Trustee will be referred to herein as the “Property,” the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,” and the Public Stockholders, the Company and Maxim will be referred to together as the “Beneficiaries”).

WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, the parties hereto agree as follows:

1.   Agreements and Covenants of Trustee . The Trustee hereby agrees and covenants to:

(a)  Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement, including the terms of Section 11-51-302(6) of the Colorado Statute with respect to Public Stockholders resident in Colorado, in a segregated trust account (“Trust Account”) established by the Trustee with Lehman Brothers Inc.;

(b)  Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;

(c)  In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) under Rule 2a-7 promulgated under the Investment Company Act of 1940;

(d)  Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein;

(e)  Notify the Company and Maxim of all communications received by it with respect to any Property requiring action by the Company;

(f)  Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust Account;

(g)  Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Maxim to do so;

(h)  Render to the Company and to Maxim, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account;

(i)  Commence liquidation of the Trust Account upon receipt of the Officers’ Certificate signed by the Chief Executive Officer and Chief Financial Officer in accordance with the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as Exhibit A or Exhibit B , signed on behalf of the Company by its Chief Executive Officer or Chief Financial Officer, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein. The Trustee understands and agrees that, except as provided in Section 1(j) and Section 2 hereof, disbursements from the Trust Account shall be made only pursuant to a duly executed Termination Letter, together with the other documents referenced herein, including, without limitation, an independently certified oath and report of inspector of election in respect of the stockholder vote in favor of the Business Combination (as hereinafter defined). In all cases, the Trustee shall provide Maxim with a copy of any Termination Letters, Officers’ Certificates and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. As used in this Agreement, the term “Business Combination” means the acquisition by the Company, through merger, capital stock exchange, asset or stock acquisition of, or similar business combination with, one or more entities with agreements to acquire vessels or an operating business in the refining, terminalling or transportation of energy industry as more fully described in the prospectus forming a part of the Registration Statement; and

(j)  As of the date 18 months from the date of this Agreement (the “LOI Termination Date”) (or 24 months from the date hereof in the event the Company has executed a Letter of Intent (defined below) prior to the LOI Termination Date but failed to consummate a Business Combination (“Second Termination Date”)), commence liquidation of the Trust Account. The Trustee, upon consultation with the Company and Maxim, shall deliver a notice to Public Stockholders of record as of the LOI Termination Date or Second Termination Date, whichever the case may be, by U.S. mail or via the Depository Trust Company (“DTC”), within five days of the LOI Termination Date or Second Termination Date, to notify the Public Stockholders of such event and take such other actions as it may deem necessary to inform the Beneficiaries. The Trustee shall deliver to each Public Stockholder its ratable share of the Property against satisfactory evidence of delivery of the stock certificates by the Public Stockholders to the Company through DTC, its Deposit Withdraw Agent Commission (DWAC) system or as otherwise presented to the Trustee. Notwithstanding the foregoing, if the Trustee receives a bona fide, executed letter of intent, agreement in principle or engagement letter (a “Letter of Intent”) for a Business Combination prior to the LOI Termination Date accompanied by an Officers’ Certificate as described in Section 3(e) hereof, then the Trustee shall forego or suspend any liquidation of the Trust Account until the earlier of a Business Combination or the Second Termination Date.

2.   Limited Distributions of Income on Property .

(a)  Upon receipt by the Trustee of an Officer’s Certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company certifying as true, accurate and complete a copy of any tax return required to be filed on behalf of the Trust Account in respect of income earned on the Property held therein, the Trustee shall deliver to the Company for submission to the appropriate taxing authority a check made payable to the order of such taxing authority in the amount required to pay such taxes; provided , however , that in no event shall the aggregate amount of all checks issued to taxing authorities pursuant to this Section 2(a) exceed the income in respect of which such taxes are due and owing.

(b)  Upon written request from the Company, the Trustee shall distribute to the Company an amount equal to up to 12,200,000 (2,500,000 if the Underwriters’ over-allotment option is exercised in full) of the income earned on the Base Deposit, net of taxes payable, over the Income Threshold (as hereinafter defined) through the last day of the month immediately preceding the date of receipt of the Company’s request. For purposes of this Agreement, the “Income Threshold” shall mean the product of (i) the number of Units sold to the Underwriters upon exercise of the Underwriters’ over-allotment option, and (ii) $0.20. (If the Underwriters’ over-allotment option is not exercised, the Income Threshold shall be zero.)

(c)  Except as provided in Sections 2(a) and 2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Sections 1(i) and 1(j) hereof.

3.   Agreements and Covenants of the Company . The Company hereby agrees and covenants:

(a)  To provide all instructions to the Trustee hereunder in writing, signed by the Company’s Chief Executive Officer and Chief Financial Officer. In addition, except with respect to its duties under paragraph 1(i) and 1(j) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith believes to be given by any one of the persons authorized above to give written instructions, provided that the Company and/or Maxim shall promptly confirm such instructions in writing;

(b)  To hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any income earned from investment of the Property, except for expenses and losses resulting from the Trustee’s gross negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim, provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel;

(c)  To pay the Trustee an initial acceptance fee of $1,000 and an annual fee of $3,000 (it being expressly understood that the Property shall not be used to pay such fee). The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund to the Company the fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as may be provided in paragraph 3(b) hereof (it being expressly understood th