Evolve Transition Infrastructure GP LLC - 08 Jan 2024 Form 4 Insider Report for Evolve Transition Infrastructure LP

Footnote F1

On January 8, 2024, Evolve Transition Infrastructure GP LLC (the "General Partner") elected to exercise the limited call right (the "Limited Call Right") pursuant to its right as the holder (together with its controlled affiliates, including SP Common Equity Subsidiary LLC ("SPCE Sub") and SP Preferred Equity Subsidiary LLC ("SPPE Sub")) of more than 80% of the outstanding Common Units and Section 15.1 of the Third Amended and Restated Agreement of Limited Partnership of the Issuer, dated as of August 2, 2019 (the "Partnership Agreement") to purchase all outstanding Common Units (other than Common Units held by the General Partner or its controlled affiliates), at a price of $1.389285 per Common Unit, determined pursuant to the contractual formula set forth in Section 15.1(b) of the Partnership Agreement, effective February 16, 2024 (the "Purchase Date").

Footnote F2

These figures have been calculated based on 8,361,032 total Common Units known to be outstanding as of January 8, 2024, as reported in the Issuer's transaction statement on Schedule 13E-3 filed with the Securities and Exchange Commission on January 10, 2024.

Footnote F3

After the Purchase Date, the General Partner and its affiliates, including the Reporting Persons, will beneficially own, directly or indirectly, all of the Common Units.

Footnote F4

Effective July 18, 2023, every 30 Common Units were consolidated into 1 Common Unit (the "Reverse Split"). The number of Common Units reported herein reflects the number of Common Units after the Reverse Split.

Footnote F5

Reported amounts have been adjusted to reflect the 6,361,377 Common Units, as adjusted for the Reverse Split, previously transferred by Stonepeak Catarina Holdings LLC ("Stonepeak Catarina") to SPCE Sub at no cost, which transfer was exempt from Section 16 pursuant to Rule 16a-13 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Footnote F6

These Common Units are owned directly by SPCE Sub. Stonepeak Catarina is the sole member of SPCE Sub. The General Partner is the manager of SPCE Sub.

Footnote F7

These Common Units are owned directly by SPPE Sub. Stonepeak Catarina is the sole member of SPPE Sub. The General Partner is the manager of SPPE Sub.

Footnote F8

SP Holdings, LLC, a wholly-owned subsidiary of Stonepeak Catarina, is the sole member of the General Partner. Stonepeak Texas Midstream Holdco LLC is the managing member of Stonepeak Catarina. Stonepeak Catarina Upper Holdings LLC is the majority owner member of Stonepeak Texas Midstream Holdco LLC. Stonepeak Infrastructure Fund (Orion AIV) LP is the managing member of Stonepeak Catarina Upper Holdings LLC. Stonepeak Associates LLC is the managing member of Stonepeak Texas Midstream Holdco LLC and the general partner of Stonepeak Infrastructure Fund (Orion AIV) LP. Stonepeak GP Holdings LP is the sole member of Stonepeak Associates LLC. Stonepeak GP Investors LLC is the general partner of Stonepeak GP Holdings LP. Stonepeak GP Investors Holdings LP is the managing member of Stonepeak GP Investors LLC. Stonepeak GP Investors Upper Holdings LP is the general partner of Stonepeak GP Investors Holdings LP.

Footnote F9

Stonepeak GP Investors Holdings Manager LLC is the general partner of Stonepeak GP Investors Upper Holdings LP. Mr. Michael B. Dorrell is the Chairman, Chief Executive Officer, co-founder and sole member of Stonepeak GP Investors Holdings Manager LLC.

Footnote F10

The General Partner, SP Holdings, LLC, Stonepeak Catarina, Stonepeak Texas Midstream Holdco LLC, Stonepeak Catarina Upper Holdings LLC, Stonepeak Infrastructure Fund (Orion AIV) LP, Stonepeak Associates LLC, Stonepeak GP Holdings LP, Stonepeak GP Investors LLC, Stonepeak GP Investors Holdings LP, Stonepeak GP Investors Upper Holdings LP, Stonepeak GP Investors Holdings Manager LLC and Mr. Dorrell (collectively, the "Reporting Persons") are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act but, because no more than 10 reporting persons can file any one Form 4 through the SEC's EDGAR system, Stonepeak GP Holdings LP, Stonepeak GP Investors LLC, Stonepeak GP Investors Holdings LP, Stonepeak GP Investors Upper Holdings LP, Stonepeak GP Investors Holdings Manager LLC and Mr. Dorrell have jointly filed with the other Reporting Persons on a separate Form 4 filing submitted on the same day hereof.

Footnote F11

Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.