TORTOISE MLP CORPORATION SUBSCRIPTION AGREEMENT
Exhibit P
TORTOISE MLP CORPORATION
This Subscription Agreement (this “Agreement”) is entered into May 3, 2010 by and between
Tortoise MLP Corp., a Maryland corporation (the “Company”), and Tortoise Capital Advisors, L.L.C.
(“Subscriber”);
WITNESSETH:
WHEREAS, the Company has been formed for the purposes of carrying on business as a closed-end
non-diversified management investment company; and
WHEREAS, Subscriber wishes to subscribe for and purchase, and the Company wishes to sell to
Subscriber 4,188.482 common shares at a purchase price of $23.875 per share.
NOW THEREFORE, IT IS AGREED:
1. Subscriber subscribes for and agrees to purchase from the Company 6,282.723 common shares
at a purchase price of $23.875 per share. Concurrent with the execution of this Agreement,
Subscriber shall tender payment for these shares to an officer of the Company.
2. The Company agrees to issue and sell said shares to Subscriber promptly upon its receipt of
the purchase price.
3. To induce the Company to accept its subscription and issue the shares subscribed for,
Subscriber represents that he is informed as follows:
(a) That the shares being subscribed for have not been and will not be registered under
the Securities Act of 1933 (“Securities Act”);
(b) That the shares will be sold to the Subscriber by the Company in reliance on and
pursuant to Section 4(2), an exemption from the registration requirements of the Securities
Act;
(c) That the Company’s reliance upon the exemption from the registration requirements
of the Securities Act is predicated in part on the representation and agreements contained
in this Agreement;
(d) That when issued, the shares will be “restricted securities” as defined in
paragraph (a)(3) of Rule 144 of the General Rules and Regulations under the Securities Act
(“Rule 144”) and cannot be sold or transferred by Subscriber unless the shares are
subsequently registered under the Securities Act or unless an exemption from such
registration is available; and
(e) That there do not appear to be any exemptions from the registration provisions of
the Securities Act available to Subscriber for resale for the shares. In the future, certain
exemptions may possibly become available, including an exemption for limited sales in
accordance with the conditions of Rule 144.
Subscriber understands that a primary purpose of the information acknowledged in subparagraphs (a)
through (e) above is to put him on notice as to restrictions on the transferability of the shares.
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4. To further induce the Company to accept his/her subscription and issue the shares
subscribed for, Subscriber:
(a) represents and warrants that the shares subscribed for are being and will be
acquired for investment for his own account and not on behalf of any other person or persons
and not with a view to, or for sale in connection with, any public distribution thereof;
(b) represents and warrants that he is an “accredited investor,” as such term is
defined in Regulation D promulgated under the Securities Act;
(c) agrees that any certificates representing the shares subscribed for will bear a
legend substantially in the following form:
The shares represented by this certificate have been acquired for investment and have not been
registered under the Securities Act or any other federal or state securities law. These shares may
not be offered for sale, sold or otherwise transferred unless registered under said securities laws
or unless an exemption from registration is available; and
(d) consents, as one of the holders of the Company’s common shares who collectively
comprise all of the Company’s shareholders, and pursuant to Section 23(b)(2) of the
Investment Company Act of 1940, to the issuance by the Company of common shares at a price
per share as set forth in the Underwriting Agreement relating to the public offering of
Shares.
5. This Agreement and all of its provisions shall be binding upon the legal representatives,
heirs, successors and assigns of the parties hereto. This Agreement may be signed in one or more
counterparts, each of which shall be deemed to be an original.
IN WITNESS WHEREOF, this Subscription Agreement has been executed by the parties hereto as of
the day and date first above written.
| TORTOISE MLP CORP. |
||||
| By: | Xxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | Chief Financial Officer | |||
| SUBSCRIBER TORTOISE CAPITAL ADVISORS, L.L.C. |
||||
| By: | Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Managing Director | |||
| By: | H. Xxxxx Xxxxxx | |||
| Name: | H. Xxxxx Xxxxxx | |||
| Title: | Managing Director | |||
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