ISQ Open Infrastructure Co LLC Sample Contracts

MANAGEMENT AGREEMENT By and between ISQ OPEN INFRASTRUCTURE COMPANY LLC on behalf of ISQ OPEN INFRASTRUCTURE COMPANY LLC – SERIES I ISQ OPEN INFRASTRUCTURE COMPANY LLC – SERIES II and
Management Agreement • September 2nd, 2025 • ISQ Open Infrastructure Co LLC • Finance services • New York

MANAGEMENT AGREEMENT, dated as of September 2, 2025, by and between ISQ Open Infrastructure Company LLC, a Delaware series limited liability company, on behalf of each of the Series (as defined below), and I Squared Capital Registered Advisor LLC (the “Manager”), a Delaware limited liability company and an investment adviser registered with the United States Securities and Exchange Commission (the “SEC”).

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ISQ OPEN INFRASTRUCTURE COMPANY LLC a Delaware Limited Liability Company THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • July 3rd, 2025 • ISQ Open Infrastructure Co LLC • Finance services • New York

THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time and including any schedules, exhibits, annexes or other documents attached to this Agreement, from time to time, this “Agreement”) of ISQ Open Infrastructure Company LLC (the “Company”) is made and entered into as of June 9, 2025, by and among I Squared Capital Registered Advisor LLC, a Delaware limited liability company, as the Manager (as defined herein), ISQ Holdings, LLC (“ISQ Holdings”), as the Series I Controlling Shareholder (as defined herein), ISQ Open Infrastructure Holdings, L.P., a Cayman Islands limited liability company (the “Cayman Blocker”), as the Series II Controlling Shareholder (as defined herein), ISQ Open Infrastructure Investors, L.P., I Squared Capital Registered Advisor LLC, as attorney-in-fact of each of the Members (as defined herein) (other than the Series I Controlling Shareholder, the Series II Controlling Shareholder and ISQ Open Infrastructure Investors, L.P

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Expense Limitation and Reimbursement Agreement • July 3rd, 2025 • ISQ Open Infrastructure Co LLC • Finance services
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FORM OF MANAGEMENT AGREEMENT By and between ISQ OPEN INFRASTRUCTURE COMPANY LLC on behalf of ISQ OPEN INFRASTRUCTURE COMPANY LLC – SERIES I ISQ OPEN INFRASTRUCTURE COMPANY LLC – SERIES II and
Management Agreement • July 3rd, 2025 • ISQ Open Infrastructure Co LLC • Finance services • New York

MANAGEMENT AGREEMENT, dated as of [●], 2025, by and between ISQ Open Infrastructure Company LLC, a Delaware series limited liability company, on behalf of each of the Series (as defined below), and I Squared Capital Registered Advisor LLC (the “Manager”), a Delaware limited liability company and an investment adviser registered with the United States Securities and Exchange Commission (the “SEC”).

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ISQ OPEN INFRASTRUCTURE COMPANY LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT DATED AS OF March 28, 2025
Limited Liability Company Agreement • April 14th, 2025 • ISQ Open Infrastructure Co LLC • Delaware

This Second Amended and Restated Limited Liability Company Agreement, dated as of March 28, 2025 (as amended, restated or supplemented or otherwise modified from time to time, this “Agreement”), of ISQ Open Infrastructure Company LLC (the “Company”) is entered into by ISQ Holdings, LLC, as the Series I Controlling Shareholder, and ISQ Open Infrastructure Holdings, L.P., a Cayman Islands limited partnership, as the Series II Controlling Shareholder. As used in this Agreement, the term “Series I Controlling Shareholder” means ISQ Holdings, LLC, in its capacity as a member of the Company associated with Series I within the meaning of Section 18-101(13) of the Act (as hereinafter defined) and any other person or entity admitted as an additional or substitute member of the Company associated with Series I and designated as a Series I Controlling Shareholder. As used in this Agreement, the term “Series II Controlling Shareholder” means ISQ Open Infrastructure Holdings, L.P., in its capacity

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Contract
Expense Limitation and Reimbursement Agreement • August 14th, 2025 • ISQ Open Infrastructure Co LLC • Finance services
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FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • August 14th, 2025 • ISQ Open Infrastructure Co LLC • Finance services • New York

THIS FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time and including any schedules, exhibits, annexes or other documents attached to this Agreement, from time to time, this “Agreement”) of ISQ Open Infrastructure Company LLC (the “Company”) is made and entered into as of August 11, 2025, by and among I Squared Capital Registered Advisor LLC, a Delaware limited liability company, as the Manager (as defined herein), and as attorney-in-fact of each of the Members (as defined herein) (other than the Series I Controlling Shareholder, the Series II Controlling Shareholder and ISQ Open Infrastructure Investors, L.P.), ISQ Holdings, LLC (“ISQ Holdings”), as the Series I Controlling Shareholder (as defined herein), ISQ Open Infrastructure Holdings, L.P., a Cayman Islands exempted limited partnership (the “Cayman Blocker”), as the Series II Controlling Shareholder (as defined herein), ISQ Open Infrastructure Investors, L.P. and any other Persons who ar

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FORM OF THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • May 27th, 2025 • ISQ Open Infrastructure Co LLC • Finance services • Delaware

THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time and including any schedules, exhibits, annexes or other documents attached to this Agreement, from time to time, this “Agreement”) of ISQ Open Infrastructure Company LLC (the “Company”) is made and entered into as of [________], 2025, by and among I Squared Capital Registered Advisor LLC, a Delaware limited liability company, as the Manager (as defined herein), ISQ Holdings, LLC (“ISQ Holdings”), as the Series I Controlling Shareholder (as defined herein), ISQ Open Infrastructure Holdings, L.P., a Cayman Islands limited liability company (the “Cayman Blocker”), as the Series II Controlling Shareholder (as defined herein), ISQ Open Infrastructure Investors, L.P., I Squared Capital Registered Advisor LLC, as attorney-in-fact of each of the Members (as defined herein) (other than the Series I Controlling Shareholder, the Series II Controlling Shareholder and ISQ Open Infrastructure Investors,

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FORM OF THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Third Amended and Restated Limited Liability Company Agreement • April 14th, 2025 • ISQ Open Infrastructure Co LLC • Delaware

THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time and including any schedules, exhibits, annexes or other documents attached to this Agreement, from time to time, this “Agreement”) of ISQ Open Infrastructure Company LLC (the “Company”) is made and entered into as of [________], 2025, by and among I Squared Capital Registered Advisor LLC, a Delaware limited liability company, as the Manager (as defined herein), ISQ Holdings, LLC (“ISQ Holdings”), as the Series I Controlling Shareholder (as defined herein), ISQ Open Infrastructure Holdings, L.P., a Cayman Islands limited liability company (the “Cayman Blocker”), as the Series II Controlling Shareholder (as defined herein), ISQ Open Infrastructure Investors, L.P., I Squared Capital Registered Advisor LLC, as attorney-in-fact of each of the Members (as defined herein) (other than the Series I Controlling Shareholder, the Series II Controlling Shareholder and ISQ Open Infrastructure Investors,

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