TORTOISE ENERGY INFRASTRUCTURE CORPORATION Common Stock ($0.001 par value) ATM EQUITY OFFERINGSM SALES AGREEMENTAtm Equity Offering Sales Agreement • July 21st, 2009 • Tortoise Energy Infrastructure Corp • New York
Tortoise Energy Infrastructure Corporation, a Maryland corporation (the “Fund”), and the Fund’s investment adviser, Tortoise Capital Advisors, LLC, a Delaware limited liability company (the “Adviser”), each confirm their agreement, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sales agent and/or principal (the “Agent”), shares (the “Shares”) of the Fund’s common stock, $0.001 par value per share (the “Common Stock”), having an aggregate gross sales price of up to $40,000,000 (the “Maximum Amount”) on the terms set forth in Section 2 of this ATM Equity OfferingSM Sales Agreement (the “Agreement”). The Fund and the Adviser agree that whenever the Fund determines to sell Shares directly to the Agent as principal, the Fund and the Adviser will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance
