Letter Agreement, dated December 31, 2019, concerning Management Fee for December 31, 2019 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc

CorEnergy Infrastructure Trust, Inc.

1100 Walnut Street, Suite 3350

Kansas City, Missouri 64106

Ladies and Gentlemen:

Reference is made to that certain Management Agreement, dated as of May 8, 2015 and effective as of May 1, 2015, by and between CorEnergy Infrastructure Trust, Inc., a Maryland corporation (the “Company”), and Corridor InfraTrust Management, LLC, a Delaware limited liability company (the “Manager”) (as such agreement has been, as may be further, amended, restated, supplemented or otherwise modified from time to time, the “Management Agreement”). Capitalized terms used and not defined herein are used as defined in the Management Agreement.

 

The Company and the Manager have entered into this Letter Agreement, effective as of December 31, 2019, to clarify the application of the Management Fee provisions set forth in Section 8(a) of the Management Agreement to the Company’s net proceeds from the August 12, 2019 private placement offering of 5.875% Convertible Senior Notes due 2025. This letter documents that the Manager has proposed, and the Company has agreed, that solely for the purpose of calculating the quarterly Management Fee due as of December 31, 2019, the definition of “Managed Assets” set forth in Section 8(a) of the Management Agreement shall be applied in a manner that reduces Managed Assets by the net proceeds from the August 12, 2019 private placement offering of 5.875% Convertible Senior Notes due 2025 (excluding the cash portion of such proceeds utilized in connection with the exchange of the Company’s 7.00% Convertible Senior Notes due 2020). This letter in no way supersedes our May 9, 2016 letter agreement (effective March 31, 2016) concerning the Management Fee calculation.

 

The purpose of this waiver is to apply Section 8(a) of the Management Agreement to only the reinvested portion of the net proceeds, received during the prior quarter, from the 5.875% Convertible Note offering. Except as specifically set forth herein, all other provisions of the Management Agreement shall remain in full force and effect and shall not be affected by this Letter Agreement. Please acknowledge your agreement to the foregoing by signing this Letter Agreement as indicated below.