Common use of Redemption Limitations Clause in Contracts

Redemption Limitations. A Series may redeem fewer Shares than have been requested in any particular quarter to be redeemed under the Program, or none at all, in our discretion at any time. In addition, the aggregate NAV of total redemptions of Shares will be limited to no more than 5% of the Company’s aggregate NAV per calendar quarter (measured using the average aggregate NAV attributable to Shareholders as of the end of the immediately preceding calendar quarter), without duplication. Aggregate NAV will be reflective of Series I NAV which consists of all the underlying assets of Series II. In the event that the Company determines to redeem some but not all of the Shares submitted for redemption during any quarter, Shares submitted for redemption during such quarter will be redeemed on a pro rata basis after the Company has redeemed all Shares for which redemption has been requested due to death, divorce, dissolution, bankruptcy, insolvency or adjudicated incompetence of the Shareholder. All unsatisfied redemption requests must be resubmitted after the start of the next quarter, or upon the recommencement of the Program, as applicable. The Transaction Price for each quarter will be available on the Company’s website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Each Series will not redeem Shares if (1) such purchases would impair the Company’s status as a holding company; (2) the Series would not be able to sell our assets in a manner that is orderly and consistent with our objectives in order to purchase Shares under this Program; or (3) there is, in the Board’s judgment any (a) legal action or proceeding instituted or threatened challenging the share redemption program or otherwise materially and adversely affecting the Company, (b) declaration of a banking moratorium by Federal or state authorities or any suspension of payment by banks in the United States or New York State, which is material to the Company, (c) limitation imposed by Federal or state authorities on the extension of credit by lending institutions, (d) commencement or escalation of war, armed hostilities, acts of terrorism, natural disasters, public health crises or other international or national calamity directly or indirectly involving the United States that in the sole determination of the Board is material to the Company, (e) a material decrease in the estimated NAV from the estimated NAV as of the commencement of the Share redemption offer or (f) other events or conditions that would have a material adverse effect on the Company or its Shareholders if Shares were redeemed. Further, each Board may make exceptions to, modify or suspend this Program if, in its reasonable judgment, it deems such action to be in our best interest and the best interest of our Shareholders. Material modifications, including any amendment to the 5% quarterly limitations on redemptions, to and suspensions of the share redemption program will be promptly disclosed to Shareholders in a supplement to the Memorandum or special or periodic report filed by us. Material modifications will also be disclosed on our website. In addition, we may determine to suspend the Program due to regulatory changes, changes in law or if we become aware of undisclosed material information that we believe should be publicly disclosed before Shares are redeemed. Once the Program is suspended, our Program requires that we consider the recommencement of the plan at least quarterly. Continued suspension of our Program would only be permitted under the Program if each Board determines that the continued suspension of the Program is in our best interest and the best interest of our Shareholders. Each Board must affirmatively authorize the recommencement of the Program before Shareholder requests will be considered again. The Company will assume or cause to be assumed all fees and expenses related to a redemption of Shares. A Shareholder that has less than all of its Shares redeemed must maintain a minimum account balance after the redemption is effected, the amount of which will be established by the Company from time to time and is currently $1,000. If a Shareholder requests the redemption of a number of Shares that would cause the aggregate NAV of the Shareholder’s holdings to fall below the required minimum, a Series reserves the right to reduce the amount to be redeemed from the Shareholder so that the required minimum balance is maintained. In the alternative, we may also redeem all of such a Shareholder’s Shares. We or the Manager may waive the minimum account balance from time to time. Use this form to request redemption of your Shares in ISQ Open Infrastructure Company LLC – Series I (“Series I”) or ISQ Open Infrastructure Company LLC (“Series II” and together with Series I, the “Series”). Please complete all sections below. Capitalized terms not defined herein shall have the meaning ascribed to them in the Share Redemption Program.

Redemption Limitations. A Series may redeem fewer Shares than have been requested in any particular quarter to be redeemed under the Program, or none at all, in our discretion at any time. In addition, the aggregate NAV of total redemptions of Shares will be limited to no more than 5% of the Company’s aggregate NAV per calendar quarter (measured using the average aggregate NAV attributable to Shareholders as of the end of the immediately preceding calendar quarter), without duplication. Aggregate NAV will be reflective of Series I NAV which consists of all the underlying assets of Series II. In the event that the Company determines to redeem some but not all of the Shares submitted for redemption during any quarter, Shares submitted for redemption during such quarter will be redeemed on a pro rata basis after the Company has redeemed all Shares for which redemption has been requested due to death, divorce, dissolution, bankruptcy, insolvency or adjudicated incompetence of the Shareholder. All unsatisfied redemption requests must be resubmitted after the start of the next quarter, or upon the recommencement of the Program, as applicable. The Transaction Price for each quarter will be available on the Company’s website at ▇▇▇.www. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Each Series will not redeem Shares if (1) such purchases would impair the Company’s status as a holding company; (2) the Series would not be able to sell our assets in a manner that is orderly and consistent with our objectives in order to purchase Shares under this Program; or (3) there is, in the Board’s judgment any (a) legal action or proceeding instituted or threatened challenging the share redemption program or otherwise materially and adversely affecting the Company, (b) declaration of a banking moratorium by Federal or state authorities or any suspension of payment by banks in the United States or New York State, which is material to the Company, (c) limitation imposed by Federal or state authorities on the extension of credit by lending institutions, (d) commencement or escalation of war, armed hostilities, acts of terrorism, natural disasters, public health crises or other international or national calamity directly or indirectly involving the United States that in the sole determination of the Board is material to the Company, (e) a material decrease in the estimated NAV from the estimated NAV as of the commencement of the Share redemption offer or (f) other events or conditions that would have a material adverse effect on the Company or its Shareholders if Shares were redeemed. Further, each Board may make exceptions to, modify or suspend this Program if, in its reasonable judgment, it deems such action to be in our best interest and the best interest of our Shareholders. Material modifications, including any amendment to the 5% quarterly limitations on redemptions, to and suspensions of the share redemption program will be promptly disclosed to Shareholders in a supplement to the Memorandum or special or periodic report filed by us. Material modifications will also be disclosed on our website. In addition, we may determine to suspend the Program due to regulatory changes, changes in law or if we become aware of undisclosed material information that we believe should be publicly disclosed before Shares are redeemed. Once the Program is suspended, our Program requires that we consider the recommencement of the plan at least quarterly. Continued suspension of our Program would only be permitted under the Program if each Board determines that the continued suspension of the Program is in our best interest and the best interest of our Shareholders. Each Board must affirmatively authorize the recommencement of the Program before Shareholder requests will be considered again. The Company will assume or cause to be assumed all fees and expenses related to a redemption of Shares. A Shareholder that has less than all of its Shares redeemed must maintain a minimum account balance after the redemption is effected, the amount of which will be established by the Company from time to time and is currently $1,000. If a Shareholder requests the redemption of a number of Shares that would cause the aggregate NAV of the Shareholder’s holdings to fall below the required minimum, a Series reserves the right to reduce the amount to be redeemed from the Shareholder so that the required minimum balance is maintained. In the alternative, we may also redeem all of such a Shareholder’s Shares. We or the Manager may waive the minimum account balance from time to time. Use this form to request redemption of your Shares in ISQ Open Infrastructure Company LLC – Series I (“Series I”) or ISQ Open Infrastructure Company LLC (“Series II” and together with Series I, the “Series”). Please complete all sections below. Capitalized terms not defined herein shall have the meaning ascribed to them in the Share Redemption Program.