Exhibit P
TORTOISE ENERGY INFRASTRUCTURE CORPORATION
SUBSCRIPTION AGREEMENT
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This Agreement made December 19, 2003 by and between Tortoise Energy
Infrastructure Corporation, a Maryland corporation (the "Company"), and
__________ ("Subscriber");
W I T N E S S E T H:
- - - - - - - - - -
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, [___] common shares for a purchase price
of $23.875 per share.
NOW THEREFORE, IT IS AGREED:
1. Subscriber subscribes for and agrees to purchase from the Company
[___] common shares for a purchase price of $23.875 per share. Subscriber agrees
to make payment for these shares at such time as demand for payment may be made
by 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 by the Company in reliance on
and pursuant to Section 4(2) of the Securities Act, an exemption from
the registration requirements of the Securities Act for transactions by
an issuer not involving any public offering;
(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 Subscription
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 currently do not appear to be any exemptions
under the Securities Act or rules thereunder from the registration
provisions of the Securities Act available to Subscriber for resale for
the shares. In the future, certain exemptions may
become available, including an exemption for limited sales after one
year 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.
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) Agrees that any certificates representing the shares
subscribed for may 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 of
1933 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 some exemption from registration
is available;
(c) Represents and warrants that Subscriber, due to
Subscriber's relationship or position with the Company or affiliates of
the Company, has had access to and the opportunity to examine documents
and information relating to the Company and to ask questions and
receive answers regarding the Company and Subscriber's purchase of the
shares; and Subscriber further represents and warrants that Subscriber
has such knowledge and experience in financial and business matters
that Subscriber is capable of evaluating the merits and risks of
investing in the Company; 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 Subscription Agreement and all of its provisions shall be
binding upon the legal representatives, heirs, successors and assigns of the
parties hereto. This Subscription Agreement may be signed in one or more
counterparts, each of which shall be deemed to be an original.
2
IN WITNESS WHEREOF, this Subscription Agreement has been executed by
the parties hereto as of the day and date first above written.
TORTOISE ENERGY
INFRASTRUCTURE CORPORATION
By:_____________________________________
[Subscriber]
TORTOISE ENERGY
INFRASTRUCTURE CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, CEO/President
