Contract analysis

Section 1. Definitions 1.1 All capitalized terms used but not otherwise defined in this Side Letter shall have the respective meanings ascribed to such terms in the LP Agreement. In the event of any conflict between the definitions set forth in this Section 1 and those set forth in the LP Agreement, the definitions set forth herein shall control for purposes of this Side Letter. 1.2 As used in this Side Letter, the f

Section 2. Management Fee Waiver 2.1 Notwithstanding any provision in the LP Agreement to the contrary, the General Partner hereby agrees and confirms that no management fee, advisory fee, monitoring fee, or similar recurring fee of any kind shall be charged to the Partnership or to the Limited Partner in respect of the Limited Partner's interest in the Partnership. 2.2 The management fee waiver set forth in Section

Section 3. Carried Interest Terms 3.1 The General Partner confirms that the carried interest (or "performance allocation") payable to the General Partner with respect to the Partnership shall be ten percent (10%) of net profits of the Partnership above the Preferred Return (as defined below), as set forth in Article VIII of the LP Agreement, and no greater amount. 3.2 The "Preferred Return" shall be a cumulative, com

Section 4. Expense Allocation and Transparency 4.1 Pro Rata Expense Allocation. The General Partner shall allocate expenses to the Partnership only to the extent permitted under Section 6.03 of the LP Agreement and only in proportion to the Partnership's 28.57% share of total equity in the Acquisition Subsidiary, unless the expense is specific to the Partnership and not shared with Fund IV. Expenses that are specific

Section 5. Enhanced Reporting Obligations 5.1 Standard Reporting In addition to, and without limitation of, the reporting obligations set forth in Section 9.01 of the LP Agreement, the General Partner shall provide the Limited Partner with the following: (a) Quarterly Financial Statements. Within forty-five (45) days of the end of each fiscal quarter (March 31, June 30, September 30, and December 31), unaudited quart

Section 6. Consent Rights 6.1 The General Partner shall not, without the prior written consent of the Limited Partner, take or permit any of the following actions: (a) Make any capital call on the Limited Partner other than as expressly contemplated by the LP Agreement and the Co-Investment Allocation Agreement, or increase the LP Commitment or the Total Commitment; (b) Amend, modify, supplement, or waive any materia

Section 7. Most Favored Nation (MFN) Provision 7.1 If the General Partner, the Partnership, or any affiliate of the General Partner (including Meridian Infrastructure Partners LP and Fund IV) enters into any side letter, supplemental agreement, letter agreement, or similar arrangement with any other co-investor participating in the Acquisition (whether through the Partnership, through Fund IV, or through a separate c

Section 8. Wind-Down Election Right 8.1 18-Month Dormancy Trigger In accordance with and supplementing Section 7.04(c) of the LP Agreement, if a Material Impediment Event has been declared by the General Partner and the Dormancy Period has continued for a period of eighteen (18) consecutive months without interruption (the date on which such eighteen-month period expires, the "Wind-Down Trigger Date"), the Limited Pa

Section 9. Transfer Restrictions 9.1 The Limited Partner shall not directly or indirectly sell, transfer, assign, pledge, hypothecate, encumber, or otherwise dispose of all or any portion of its interest in the Partnership without the prior written consent of the General Partner, which consent shall not be unreasonably withheld, conditioned, or delayed. 9.2 Notwithstanding Section 9.1, the Limited Partner may transfe

Section 10. Confidentiality 10.1 The terms and conditions of this Side Letter, and all information provided to the Limited Partner pursuant to this Side Letter or the LP Agreement (collectively, "Confidential Information"), shall be treated as confidential by both parties and shall not be disclosed to any third party without the prior written consent of the other party, except as follows: (a) Disclosures required by

Section 11. Relationship to LP Agreement; Conflicts 11.1 This Side Letter supplements the LP Agreement and, together with the LP Agreement, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof. There are no oral or written agreements, representations, warranties, or understandings between the parties with respect to the subject matter hereof other than as set forth in

Section 12. Representations and Warranties 12.1 Each party hereby represents and warrants to the other party, as of the date hereof, as follows: (a) Organization. It is duly organized, validly existing, and in good standing under the laws of the State of Delaware. (b) Authority. It has full power, authority, and legal right to execute and deliver this Side Letter and to perform its obligations hereunder. The executio

Section 13. Governing Law; Dispute Resolution 13.1 This Side Letter shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles that would result in the application of the laws of any other jurisdiction. 13.2 Any dispute, controversy, or claim arising out of or relating to this Side Letter, including the interpretation, performance, breach

Section 14. Notices 14.1 All notices, requests, demands, consents, approvals, and other communications under this Side Letter shall be in writing and shall be deemed to have been duly given or made when delivered in accordance with this Section 14. 14.2 Notices shall be addressed as follows: If to the Limited Partner: Ironside Capital Management LP 590 Madison Avenue, 38th Floor New York, NY 10022 Attention: Marcus J

Section 15. Amendment and Waiver 15.1 This Side Letter may not be amended, modified, or supplemented except by a written instrument duly executed by both parties hereto. No oral agreement or course of dealing shall constitute an amendment of this Side Letter. 15.2 No waiver of any provision of this Side Letter, or consent to any departure from the terms hereof, shall be effective unless in writing and signed by the p

Section 16. Severability If any provision of this Side Letter is held to be invalid, illegal, or unenforceable in any respect by a court or tribunal of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Side Letter, and the remaining provisions shall continue in full force and effect. In the event of any such determination, the parties shall negotiate

Section 17. Counterparts This Side Letter may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile, portable document format (PDF), or other electronic transmission (including Brightwater Software or similar electronic signature platforms) shall be deemed to be, and shall have the s