EX-10.11





 Exhibit 10.11 

AltEnergy Acquisition Corp. 
 137
Rowayton Avenue 
 Rowayton, Connecticut 06853 

April 12, 2021 
 Arul Gupta 

49 Treadwell Avenue 
 Westport, CT 06880 

 

	 	Re:	 Independent Consulting Services 



Dear Arul, 
 This letter will confirm that
AltEnergy Acquisition Corp. (the “Company”) has retained you, Arul Gupta, (“you”) to provide independent consulting services. Set forth below are the terms of this independent consulting arrangement
(“Agreement”). We ask that you countersign this letter below to evidence your agreement to such terms. 
 1.
Services. The Company has retained you to provide services customary of a Chief 
 Operating Officer which include: overseeing the
Company’s day to day business and administrative operations and consulting with the Board of Directors regarding the Company’s operations (the “Services”). 

2. Compensation. In consideration of the full and faithful performance of the Services, the Company shall pay you a fee of Three Hundred
Thousand and 00/100 Dollars ($300,000.00) which shall be paid out upon the completion of a “Business Combination”. For purposes of this Agreement a “Business Combination” shall mean the closing date of a merger
between the Company and another business entity provided such merger occurs after the initial registered public offering of the Company’s stock. 

3. Term. You shall provide the Services from February 1, 2021 (the “Effective Date”) through the Business
Combination unless this Agreement is terminated earlier as provided herein (the “Term”). The Company may terminate this Agreement, without notice, prior to the Business Combination upon: (a) a material breach of the Agreement
by you; (b) a conviction of you for a criminal offense involving, but not limited to, fraud, dishonesty, gross misfeasance, moral turpitude or a felony; (c) the cancelation of the Initial Public Offering of the Company; or (d) the
cessation of business of the Company. The Company may also terminate this Agreement for any reason or no reason with 180 days’ notice to you and you may terminate this Agreement for any reason or no reason with 60 days’ notice to the
Company. Upon termination of this Agreement, all of the Company’s obligations to you shall immediately cease, except for reimbursement of any expenses to the date incurred prior to the date of such termination, but only to the extent the
Company has agreed to pay such expenses. 












 4. Independent Contractor. 

(a) You are an independent contractor and not an employee of the Company. You acknowledge and agree that: (i) you have the right to
control and direct the means and methods of performing the Services; (ii) you receive compensation from the Company only as set forth in this Agreement, and you do not participate in any other benefits offered, or sponsored, by the Company;
(iii) you are responsible for paying all of your expenses except as otherwise set forth in this Agreement; (iv) you provide all materials necessary for the provision of the Services; (v) you maintain a place of business at a location
other than the premises of the Company; (vi) you render services to persons other than the Company; and (vii) you do not require any training from the Company and you have the professional skills necessary to perform the Services. 

(b) You shall not have authority to enter into contracts that bind the Company or to create obligations on part of the Company without the
prior written consent of the Company, which may be withheld in the Company’s sole and absolute discretion. 
 (c) The Company shall have
the right to use “Work Product” (as defined herein) produced for or delivered to the Company by you in records, reports, products and other means, for all reasonable purposes. For purposes of this Agreement the term “Work
Product” means data and information that are generated and produced by you in the performance of the Services. 
 (d) You shall have
full responsibility and liability for any and all applicable federal, state and local taxes resulting from or in connection with the Services and this Agreement, including, without limitation, any and all applicable withholding taxes for all
compensation paid to you pursuant to this Agreement. 
 (e) You shall indemnify and hold harmless the Company, as well as the Company’s
officers, directors, managers, employees, owners, agents and attorneys, from and against any and all claims, losses, expenses, costs, suits, injuries, complaints, causes of action and liabilities of any nature or kind whatsoever, including
reasonable attorneys’ fees and costs arising from or in connection with the performance of the Services, any assessment of, claims or penalties with respect to the withholding taxes or labor or employment requirements, including but not limited
to any liability for, or assessment of, withholding taxes imposed on the Company by the relevant taxing authorities with respect to any compensation paid to you or your agents or employees under this Agreement, insurance coverage requirements, or
immigration related requirements. 
 5. No Conflict of Interest. During the Term, you will not accept work, enter into a contract or
accept an obligation from any third-party, inconsistent or incompatible with your performance of the Services. 
 6. Miscellaneous.

 (a) This Agreement contains the entire agreement between you and the Company (the “parties”) relating to the subject matter
hereof. All prior negotiations between the parties are merged into this Agreement, and there are no independent promises, agreements, conditions, undertakings, warranties or representations, oral or written, express or implied, by or between the
parties. No change or modification of this Agreement shall be valid unless the same is in writing and signed by the parties. No waiver by any party of any term or condition of this Agreement shall be binding unless the same shall be set forth in a
writing signed by the parties expressly referencing this section. 

  
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 (b) You agree that you shall not assign this Agreement, or any of the rights, duties or
obligations hereunder, without the express written consent of the Company, which may be withheld in the Company’s sole and absolute discretion. 

(c) This Agreement shall be construed and enforced exclusively in accordance with the laws of the State of New York without giving effect to
any choice or conflict of law rules to the contrary, except that there shall be no presumption against the draftsman in the interpretation of this Agreement by any court. 

(d) This Agreement may be executed in counterparts and by each party hereto on a separate counterpart, all of which when so executed shall be
deemed to be an original, and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or email transmission shall be effective as delivery of a
manually executed counterpart of this Agreement. 
 ************* 

Please confirm your acceptance of the Agreement by signing below, and then return the executed Agreement to the Company. 

 

	
	
	Sincerely,
	
	Russell M. Stidolph
	Chief Executive Officer


  

	
	AGREED:
	
	 /s/ Arul Gupta

	Arul Gupta
	
	Date: April 12, 2021

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