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ACKNOWLEDGEMENT AND TERMINATION AGREEMENT

Termination Agreement

ACKNOWLEDGEMENT AND TERMINATION AGREEMENT | Document Parties: Consolidated Oil Well Services, Inc | Infinity Energy Resources, Inc | Q Consolidated LLC | Q Consolidated Oil Well Services, LLC You are currently viewing:
This Termination Agreement involves

Consolidated Oil Well Services, Inc | Infinity Energy Resources, Inc | Q Consolidated LLC | Q Consolidated Oil Well Services, LLC

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Title: ACKNOWLEDGEMENT AND TERMINATION AGREEMENT
Governing Law: New York     Date: 3/14/2007
Industry: Oil Well Services and Equipment     Sector: Energy

ACKNOWLEDGEMENT AND TERMINATION AGREEMENT, Parties: consolidated oil well services  inc , infinity energy resources  inc , q consolidated llc , q consolidated oil well services  llc
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Exhibit 10.9

ACKNOWLEDGEMENT AND TERMINATION AGREEMENT

     This Acknowledgement and Termination Agreement (this “Agreement”), dated December 15, 2006 (the “ Effective Date ”), is made by Stephen D. Stanfield (the “ Executive ”):

RECITALS

     WHEREAS, the Executive is party to that certain Change in Control Agreement by and between Infinity Energy Resources, Inc. (“ Infinity ”), Consolidated Oil Well Services, Inc. (“ Consolidated ”), and the Executive, dated as of June 9, 2006 (the “ Change in Control Agreement ”);

     WHEREAS, Infinity subsequently entered into a Purchase Agreement with Q Consolidated Oil Well Services, LLC (“ Q Consolidated LLC ”), dated December 1, 2006 (the “ Purchase Agreement ”), pursuant to which Consolidated was merged with Consolidated Oil Well Services, LLC (“ Consolidated LLC ”) and Infinity sold all of the outstanding membership interests in Consolidated LLC to Q Consolidated LLC (the “ Purchase ”);

     WHEREAS, the Purchase constitutes a “Consolidated Change in Control” for purposes of the Change in Control Agreement;

     WHEREAS, pursuant to Section 6 of the Change in Control Agreement, Infinity is obligated to pay the Executive a lump sum in cash equal to $125,000 upon the occurrence of a Consolidated Change in Control (the “ Change in Control Amount ”);

     WHEREAS, Infinity has made payment of the Change in Control Amount to the Executive as of the Effective Date;

     WHEREAS, pursuant to Section 8 of the Change in Control Agreement, Consolidated is obligated to pay the Executive a lump sum in cash equal to one times Executive’s Annual Compensation (as defined in the Change in Control Agreement) upon the earliest of (a) Executive’s 90th day of employment after the Consolidated Change in Control, (b) the date Executive’s employment is terminated by Consolidated, or (c) the date Executive terminates his employment for the reason described in Section 2(i)(i) of the Change in Control Agreement (the “ Additional Amount ”); and

     WHEREAS, the Executive and Consolidated LLC wish to waive payment of the Additional Amount and terminate the Change in Control Agreement in exchange for 140,000 Series A Units of Consolidated LLC plus an amount in cash equal to $50,000 (the “ Substituted Amount ”).

     NOW, THEREFORE, Executive hereby agrees as follows:

COVENANTS

     1.  Acknowledgement . The Executive acknowledges and agrees that he has received payment in full of the Change in Control Amount from Infinity and that the Executive has no right to receive any further benefits from Infinity under the Change in Control Agreement

E-2


 

or under any other severance or change in control agreement. Further


 
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