Ember Infrastructure Management LP

FEES AND COMPENSATION

        In general, Ember receives a Management Fees (as defined below) and a carried interest in
connection with the provision of advisory services to its clients (typically other than the Co-Invest
Funds (although exceptions may exist), and all provisions herein shall be deemed adjusted to
reflect such exceptions). Ember or other Ember entities or affiliates are permitted to receive
additional compensation in connection with management and other services performed for
portfolio companies of the Funds and such additional compensation will generally offset in whole
or in part the Management Fees otherwise payable to Ember to the extent provided by the
Governing Documents. In certain circumstances, Ember is permitted to receive compensation for
management and other services performed in connection with co-investments made in portfolio
companies of the Funds. Such compensation will not offset the management fees otherwise
payable to Ember. Investors in a Fund also bear certain expenses. It is expected that any future
Funds will have a similar fee and compensation structure, although the particular amounts of fees
and compensation will likely vary.

Management Fees

      The payment of management fees is detailed, and subject to the terms, in each Fund’s
Governing Documents.

        As is generally the case in private equity funds, the Governing Documents provide that the
management fee a Fund will pay Ember (the “Management Fees”) will be calculated and charged
on a basis that generally is not tied to the Fund’s then-current net asset value or fair market value.
As further specified in the Governing Documents, during a Fund’s commitment period (the
“Commitment Period”), a Fund generally will pay Ember, quarterly in advance, a Management
Fee equal to a percentage (typically 2.0%) on an annual basis of aggregate investor capital
commitments (“Commitments”). Investors participating in a closing after the date of the initial
closing of a Fund bear the Management Fee from such initial closing date, generally in addition to
an interest component payable to Ember or an affiliate.

        Upon the earlier to occur of (i) the date the Commitment Period expires or terminates or
(ii) a date specified in the Governing Documents (the “Stepdown Date”), the Management Fee
generally will be charged and calculated based on a formula equal to a percentage (typically 2.0%)
of the investors’ “Net Funded Commitment.” “Net Funded Commitment” means, in respect to any
investor in a Fund, such investor’s capital contributions relating to unrecouped bridge financing
and all portfolio investments of the Fund with respect to which there has not been a disposition or
with respect to which the Fund has received non-cash proceeds (other than proceeds from a
disposition or current income) that are then held by the Fund (including, where applicable,
outstanding borrowing used to fund the applicable investment to the extent permitted under the
relevant Governing Document and the amount of any Capitalized Fees (as described below)), as
reduced by the aggregate amount of any permanent write downs of such portfolio investments or
non-cash proceeds (such investments or non-cash proceeds that have been permanently written-
down, “Impaired Value Investments”); provided that investments in a portfolio company shall be
treated for this purpose as having been subject to a disposition or permanently written-down only
to the extent that, as of the date of determination, the aggregate value of all remaining investments
in such portfolio company is less than the aggregate investment contributions with respect to all

existing and former investments in such portfolio company. Due to differences in the criteria set
forth in their respective Governing Documents, in the event where more than one Fund participates
in an investment, there is the possibility that an investment will become an Impaired Value
Investment for purposes of one Fund’s Governing Documents but not those of one or more other
Funds. The Management Fee will be payable until proceeds from all portfolio investments are
distributed or until Ember’s relationship with the relevant Fund is terminated for other reasons (as
described in the Governing Documents). Installments of the Management Fee payable for any
period other than a full quarterly period are adjusted on a pro rata basis according to the actual
number of days in such period. As a general matter, Management Fees will be payable during term
extensions unless otherwise agreed with investors in the relevant Fund.

        Under the Governing Documents, where the fair market value of an investment exceeds
the total amount of investment contributions relating to such investment, post-Stepdown Date
Management Fees will not be calculated based upon such appreciated value and will instead
continue to be calculated based on the amount of applicable investment contributions as described
above. Conversely, the Governing Documents do not require Management Fees to be reduced or
refunded following the occurrence of a write-down, decrease (including a significant decrease) in
fair value or other event not constituting a complete realization, such as a partial sale or disposition,
reorganization, recapitalization (including recapitalizations involving dividends), roll-over
investment in connection with a sale or dividend distribution, except in the case of investments
meeting the relevant Impaired Value Investment standard under the Governing Documents.

        As a result, the amount of Management Fees generally will not correspond with
fluctuations in the net asset value or fair market value of aggregate investment(s) in a portfolio
company or of a Fund, including following the relevant Commitment Period, except in the case of
Impaired Value Investments. Except where the Governing Documents expressly provide to the
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TYPES OF CLIENTS

        Ember provides investment advice solely to its Fund clients, and references throughout this
Brochure to “clients” and to Ember’s related duties to and practices on behalf of its clients and/or
investors should be construed accordingly. The Funds generally include investment partnerships
or other investment entities formed under domestic or foreign laws and operated as exempt
investment pools under the Investment Company Act of 1940, as amended. The investors
participating in the Funds generally include individuals, banks or thrift institutions, other
investment entities, university endowments, sovereign wealth funds, family offices, pension and
profit-sharing plans, trusts, estates or charitable organizations or other corporations or business
entities and from time-to-time include, directly or indirectly, principals or other personnel of
Ember and its affiliates and members of their families, Consultants or other Service Providers
retained by Ember, as well as executives of portfolio companies.

       The relevant General Partner also generally is permitted from time-to-time to establish
Funds that are alternative investment vehicles in order to permit certain investors to participate in
one or more particular investment opportunities in a manner desirable for tax, regulatory or other
reasons. Alternative investment vehicle sponsors generally have limited discretion to invest the
assets of these vehicles independent of limitations or other procedures set forth in the
organizational documents of such vehicles and the Governing Documents related Fund.

       The Funds generally have a minimum investment amount of $10,000,000 for third-party
investors, and such interests are offered and sold solely to qualified purchasers (or qualified
knowledgeable Ember personnel). Ember is permitted to waive such minimum investment amount.

             METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

       Ember was established to seek attractive risk-adjusted returns by investing in middle
market businesses and assets that Ember believes contribute to reduced carbon intensity and
enhanced resource efficiency. Ember’s investment advisory services consist of identifying and
evaluating investment opportunities, negotiating investments, managing and monitoring
investments and achieving dispositions for investments.

        The Funds generally seek to deploy equity investments across three sectors: energy
transition and decarbonization, resource efficiency and management, and climate resilience and
adaptation. The Funds typically target control-oriented equity investments in the range of
approximately $25 million to $100 million, primarily in North America.

      During our investment hold period, Ember actively engages with portfolio company
management teams in an effort to drive value creation opportunities, including operational
enhancements, platform expansion and capital structure optimization, while maintaining strong
emphasis on risk management and downside protection.

        There can be no assurance that Ember will achieve the investment objectives of any Fund
and a loss of investment is possible.

Investment and Operating Strategy

         Deal Sourcing and Due Diligence. Ember looks to avoid competitive auction processes
and has instead created a robust origination platform built on the relationships and industry
expertise of the entire Ember team. Additionally, Ember has built a network of corporate
relationships, with industry, consumer and agribusiness participants pursuing meaningful
decarbonization and sustainability goals. This corporate network provides a sourcing channel for
new investment opportunities as well as new commercial contracts for portfolio investments. Once
a potential investment is identified, Ember develops an investment thesis and, through a detailed
due diligence process, seeks to verify such thesis and investigate the major business risks. As part
of its diligence process, Ember completes a detailed analysis of an industry including contacting a
target company’s customers and vendors, trade organizations, Ember’s contact network and, in
certain instances, industry consultants.

        Development/Deal Structuring/Execution. Ember employs a rigorous evaluation process
incorporating strict selection criteria, integrated due diligence teams, multistage review processes
and a strong focus on risk management and mitigation. In addition, Ember’s investment team will
screen for high-level environmental, social and governance (“ESG”) risks as part of the
preliminary risk profile. Additional outside consultants are engaged when warranted. Ember
reviews key aspects of the proposed investment, including financial, operational, technical, legal,
regulatory, insurance and tax issues, as well as the underlying economic environment and market
forecasts. As part of this review, Ember completes comprehensive ESG due diligence with criteria
that is aligned with the internationally-accepted industry standards. Ember may leverage third
party ESG advisors in due diligence to the extent additional ESG expertise is necessary. After the
Ember due diligence team has identified and evaluated relevant risk factors, the investment team
will forecast financial performance and conduct sensitivity analyses to determine the impact the
factors in question may have on the proposed investments. Once due diligence is completed, the
Ember investment team prepares a full memorandum for the Funds’ investment committee and
submits it to the investment committee for their review and approval.

       Maintain Active Involvement in Portfolio Companies. Ember’s operational enhancements
to portfolio companies are focused on several key areas – cost control, capex optimization,
streamlining procurement and sales, and prudent financing. Progress is monitored via recurring
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