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 ”):
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:
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