Terms of Use, Legal Notices and Disclaimers

Thank you for visiting the website of Stonepeak Partners LP, its affiliates and its related investment entities (“Stonepeak,” “we” or “us”). Please read these Terms of Use, Legal Notices and Disclaimers (the “Terms of Use”) carefully. By accessing this website (including all content, information and materials made available thereon (the “Content”), (the “Website”) you accept and agree to be bound by the Terms of Use and our Privacy Policy, which constitute a legal agreement between you and Stonepeak. Stonepeak may update the Website and/or the Terms of Use, at any time at its sole discretion, without notice to you. If we update our Terms of Use, we will post the updated Terms of Use here. Any such changes will be effective upon posting. You should consult the “Terms of Use” bar on this Website each time you visit the Website. If you do not agree with it, you should not use the Website. The Terms of Use do not amend or supersede any previous written agreements you may have with Stonepeak (“Other Agreements”). In the event of any inconsistency between these Terms of Use and any Other Agreements, the Other Agreements will govern. The terms “Content” and “Website” used herein shall include any social media accounts centrally managed by Stonepeak as context requires (excluding, for the avoidance of doubt, any comments made by third parties on Stonepeak posts).

If you have any questions or comments about these Terms of Use, please contact us at www.stonepeak.com.

NO OFFER OR ADVICE

The Website is for informational purposes only and is intended to provide general information regarding Stonepeak’s capabilities for prospective portfolio companies and management teams only. You acknowledge and agree that nothing on the Website is intended to be, or should be considered, an offer to sell or a solicitation of an offer to purchase interests in any securities, investment product or financial instrument, or an offer of investment management or advisory services, and nothing on the Website should be relied upon for such purposes. Nothing in the Website should be deemed a recommendation to buy, sell or hold any security or other investment or a recommendation to pursue any investment style or strategy. You further acknowledge and agree that the Website is not intended to and does not constitute an offer or a solicitation of an offer to enter into an investment advisory relationship. Dated Content speaks only as of the date indicated.

This Website does not provide specific investing advice or strategies to any individual. The investments and strategies discussed in the Content may not be suitable for all investors. The Website does not intend to and may not be relied on in any manner as legal, tax, investment, accounting or other advice. You are encouraged to consult with your own advisors with respect to your individual circumstances and needs if you would like investment, accounting, tax or legal advice. You agree that Stonepeak will not be liable for any action you take or decision you make in reliance on any Content.

PAST PERFORMANCE; FORWARD-LOOKING STATEMENTS

Nothing contained on the Website constitutes a guarantee, projection or prediction of future events or results. Past performance and past investment activity information is not necessarily indicative of future results. Downside protections are no guarantee against future losses. There can be no assurance that Stonepeak will be able to implement its investment strategies and investment approaches or achieve its investment objectives. Trends and historical events do not imply, forecast or predict future events. There can be no assurance that the assumptions made or the beliefs and expectations currently held by Stonepeak will prove correct and actual events and circumstances may vary significantly.

Certain Content may constitute “forward-looking statements,” which reflect our current views with respect to, among other things, the operations and performance of our businesses. Due to various risks and uncertainties, you should not rely on such forward-looking statements, and no representation or warranty is made as to future events or results or such forward-looking statements. We undertake no obligation to publicly update or review any forward-looking statement.

Certain Content (including certain forward-looking statements and information) has been obtained from sources other than Stonepeak. In addition, certain information contained herein may have been obtained from companies in which investments have been made by Stonepeak. While such sources are believed to be reliable, none of Stonepeak, any fund, or any of their respective directors, officers, employees, partners, members, shareholders, or their affiliates, or any other person, assumes any responsibility for the accuracy or completeness of such information, and Stonepeak is under no obligation to update or keep current such information. The Website is not intended to, and does not, include all information necessary to make the statements herein not misleading.

OPERATING PARTNERS AND SENIOR ADVISORS

“Operating Partners” and “Senior Advisors” are not employees or affiliates of Stonepeak and are often compensated by Stonepeak, its funds, or its portfolio companies. The nature of the relationship varies considerably; compensation can include retainers and expense reimbursements, such as for travel. Payments to Operating Partners and Senior Advisors are not deemed paid to or received by Stonepeak and do not offset the management fee or any other fee paid to a Stonepeak fund’s investment advisor. From time to time, Stonepeak adds additional Operating Partners and Senior Advisors who were not acting as such, and thus were not named in offering documents, at the time of a fund’s offering.

STATEMENTS ABOUT STONEPEAK AND ITS PORTFOLIO COMPANIES

This Website contains certain statements made about Stonepeak and its portfolio companies by past or present Stonepeak employees, Operating Partners and portfolio company executives. These statements reflect the opinions, views and/or beliefs of such individuals and are intended to be viewed by executives of companies that could become Stonepeak portfolio companies in the future. Other past or present Stonepeak employees and Operating Partners, and other past or present portfolio company executives, may not necessarily share the same opinions, views or beliefs about Stonepeak and its portfolio companies as those expressed in these statements. In addition, other third parties that have relationships with, or knowledge of, such portfolio companies may not necessarily share the same views, beliefs, or opinions about the portfolio companies as those expressed in these statements. Stonepeak makes no representation or warranty as to the accuracy, currentness or completeness of these statements.

Stonepeak, due to its ownership interest in, and/or governance rights over, a portfolio company, is often in a position to influence decisions regarding executive compensation, executive hiring and firing, and other similar matters in relation to that portfolio company. In addition, Operating Partners are often compensated by Stonepeak, its funds or its portfolio companies, which compensation may be in the form of a salary, a bonus, director fees or equity-based compensation and other rights and economic benefits.

Such relationships give rise to potential conflicts of interest on the part of portfolio company executives and Operating Partners who make statements about Stonepeak. For example, a portfolio company executive may have an incentive to make a positive statement about Stonepeak in order to influence Stonepeak with respect to decisions Stonepeak may make in regards to the portfolio company that may benefit the executive (e.g., decisions relating to executive compensation). Similarly, an operating partner may have an incentive to make a positive statement about Stonepeak in order to influence Stonepeak with respect to decisions Stonepeak may make in regards to any compensation arrangements that it, its funds and its portfolio companies have with the Operating Partner. Moreover, both portfolio company executives and Operating Partners may have an incentive to make a positive statement about Stonepeak in order to influence Stonepeak to grant the executive or Operating Partner preferential terms with respect to any personal investment that he or she has made, or may in the future make, in a Stonepeak-managed vehicle.

The Website contains certain Content regarding portfolio companies in which Stonepeak has invested, some of which may have been published in the context of marketing certain products or in connection with any rating, ranking, award or honor issued to Stonepeak and/or its funds. The information included in such Content has not necessarily been independently verified by Stonepeak, nor does Stonepeak assume any responsibility for the accuracy, completeness or currentness of such information.

The Website includes discussion about specific Stonepeak portfolio companies. Such portfolio companies are not necessarily representative of all investments made by Stonepeak, and future portfolio companies could differ materially therefrom. Moreover, it should not be assumed that the portfolio companies discussed or referenced on this Website were or will be profitable, or that future portfolio companies will be profitable.

THIRD-PARTY RATINGS, RANKINGS, AWARDS OR HONORS

From time to time, the Website may include ratings, rankings, awards or honors issued to Stonepeak and/or its funds based on investment activity and/or Stonepeak’s profile (“Ratings”). The Ratings are based on the analysis of the third parties that issue them using their own methodologies and criteria, about which Stonepeak has limited visibility. Other third parties or investors may disagree with the Ratings. The selection of Stonepeak to receive any Rating was based in part on subjective criteria and a limited universe of candidates, and, accordingly, had the editorial team or group of voters who decided to issue the Rating been composed of different individuals, they may have determined to issue the Rating to other firms, funds or transactions.

It should not be assumed that any Rating is necessarily representative of the experience of any particular Stonepeak investor or of Stonepeak investors generally or is necessarily consistent with the views, opinions or belief that Stonepeak investors may have about Stonepeak, Moreover, no Rating should be viewed as reflective of Stonepeak’s past performance or as indicative of its future performance, and certain Ratings relate only to selected transactions or strategies and are therefore not reflective of Stonepeak as a whole. There is no guarantee that similar Ratings will be obtained by Stonepeak in the future.

Where applicable, please refer to the respective websites of the sponsors or issuers of these Ratings for information regarding the criteria for the Ratings, and the manner in which Ratings were determined.

RISKS OF INVESTING

Any investment strategy described on the Website entails various substantial risks, and there can be no guarantee that the investment objectives of such strategies will be achieved. These risks relate to, among other things: the highly competitive market for investment opportunities; dependence on Stonepeak’s ability to identify and consummate suitable investments and add value to its portfolio companies; general risks associated with portfolio companies’ businesses; changes in economic or market conditions, legal or regulatory requirements and tax laws; reliance on portfolio company management teams; costs associated with investing; and the ability to recruit and retain talented and well-qualified investment professionals. For the avoidance of doubt, the preceding sentence merely identifies at a high level some of the risk factors associated with the investment strategies described on this Website and does not, by any means, purport to provide a complete and sufficiently detailed description of the various substantial risks associated with such strategies.

REFERENCES TO “IMPACT”

References to “impact” are not a financial performance metric, are often subjective and may change over time, and are not intended to be an indication of investment return, but are intended to measure potential or actual positive social or environmental impact of an investment. Stonepeak’s assessment of “impact” is informed by third-party standards, guidelines and metrics as Stonepeak deems relevant from time to time. Certain reported impacts expected to be provided by third parties may be estimates that have not been verified by a third party and are not necessarily reported according to any particular established standards or protocols, and therefore Stonepeak does not guarantee the accuracy, adequacy or completeness of such information. There may be certain investment scenarios in which Stonepeak modifies its impact measurement methodology with respect to an investment. There may also be other metrics relevant to assessing “impact” that are not considered by Stonepeak.

ESG

Stonepeak has established an ESG framework which it and the general partner intend to apply as applicable to a fund’s investment portfolio, consistent with and subject to its fiduciary duties and applicable legal, regulatory or contractual requirements. Depending on the investment, the impact of developments connected with ESG factors, including greenhouse gas (“GHG”) emissions, energy management, community relations, worker health and safety, environmental compliance and business ethics and transparency, could have a material effect on the return and risk profile of the investment. The act of selecting and evaluating material ESG factors is subjective by nature, and there is no guarantee that the criteria utilized or judgment exercised by the general partner or a third-party ESG advisor will reflect the beliefs or values, internal policies or preferred practices of any particular limited partner or other asset managers or reflect market trends. Considering ESG factors when evaluating an investment in certain circumstances may, to the extent material risks associated with an investment are identified, cause the general partner not to make an investment that it would have made or to make a management decision with respect to an investment differently than it would have made in the absence of such consideration, which carries the risk that a fund may perform differently than investment funds that do not take ESG factors into account. Additionally, ESG factors are only some of the many factors that the general partner expects to consider in making an investment. Although Stonepeak considers the application of its ESG framework to be an opportunity to enhance or protect the performance of its investments over the long-term, while also producing beneficial impacts for both society and the environment, Stonepeak cannot guarantee that its ESG program, which depends in part on qualitative judgments, will positively impact the financial, climate or ESG performance of any individual investment or a fund as a whole. Similarly, to the extent the general partner or a third-party ESG advisor engages with portfolio investments on ESG-related practices and potential enhancements thereto, there is no guarantee that such engagements will improve the financial or ESG-related performance of the investment. Successful engagement efforts on the part of the general partner or a third-party ESG advisor will depend on the general partner’s skill in properly identifying and analyzing material ESG and other factors and their value, and there can be no assurance that the strategy or techniques employed will be successful. The materiality of ESG risks and impacts on an individual asset and on a portfolio as a whole depends on many factors, including the relevant industry, location, asset class and investment style. ESG factors, issues, objectives, goals and considerations do not apply in every instance or with respect to each investment held, or proposed to be made, by a fund, and will vary greatly based on numerous criteria, including, but not limited to, location, industry, investment strategy, and issuer-specific and investment-specific characteristics. In evaluating a prospective investment, the general partner often depends upon information and data provided by the entity or obtained via third-party reporting or advisors, which may be incomplete or inaccurate and could cause the general partner to incorrectly identify, prioritize, assess or analyze the entity’s ESG practices and/or related risks and opportunities. The general partner does not intend to independently verify certain of the ESG information reported by investments of a fund, and may decide in its discretion not to utilize, report on, or consider certain information provided by such investments. To the extent that Stonepeak or the general partner provides reports of material ESG issues to investors, such reports will be based on Stonepeak’s, the general partner’s or applicable investment management team’s sole and subjective determination of whether and how to report on any material ESG issue has occurred in respect of an investment and the general partner makes no representations that all material ESG issues will or should be discussed in such reports. In addition, Stonepeak’s ESG framework and associated procedures and practices, is expected to change over time. Stonepeak in certain circumstances could determine in its discretion that it is not feasible or practical to implement or complete certain of its ESG initiatives based on cost, timing or other considerations. It is also possible that market dynamics or other factors will make it impractical, inadvisable or impossible for the general partner to adhere to all elements of a fund’s investment strategy, including with respect to ESG risk and opportunity management and impact, whether with respect to one or more individual investments or to a fund’s investments generally. Further, ESG integration and responsible investing practices as a whole are evolving rapidly and there are different principles, frameworks, methodologies and tracking tools being implemented by asset managers, and Stonepeak’s adoption of and adherence to such principles, frameworks, methodologies and tools may vary over time. For example, Stonepeak’s ESG framework does not represent a universally recognized standard for assessing ESG considerations. Stonepeak is currently a signatory to the United Nations’ Principles for Responsible Investment (UNPRI) and the Task Force on Climate-related Financial Disclosures. These initiatives may not align with the approach used by other asset managers or preferred by prospective investors or with future market trends. There is no guarantee that Stonepeak will remain a signatory, supporter or member of these initiatives or other similar industry frameworks.

LIMITATION OF LIABILITY; DISCLAIMERS; INDEMNITY

Stonepeak, its affiliates and their respective officers, directors, managers, partners, members, shareholders, employees, agents and representatives (“Related Parties”) assume no responsibility for, and make no representations or warranties, and specifically disclaim any and all warranties of any kind, express or implied, with respect to the Website, including but not limited to the implied warranties of merchantability or fitness for a particular purpose, title, non-infringement, availability, security, accuracy, freedom from viruses or malware, completeness, timeliness, functionality, reliability, sequencing or speed of delivery, that functions contained at the Website will be uninterrupted or error-free, that defects will be corrected, or that the site or the server that makes it available will be free of viruses, bugs or other harmful components. The Website is provided on “as is” and “as available” basis.

Stonepeak, its affiliates and their Related Parties shall not be liable to any party for any claims, liabilities, losses, costs or damages under any theory, including but not limited to any direct, indirect, punitive, special, incidental, consequential or exemplary damages that result from the access or use of, or the inability to access or use, the Website even if Stonepeak has been advised of the possibility of such damages. You agree to indemnify, defend and hold harmless Stonepeak, its affiliates and their Related Parties against any and all claims, damages, costs or other expenses that arise directly or indirectly out of or from your breach of these Terms of Use and/or your activities in connection with the Website. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE IS TO STOP USING THE WEBSITE.

OWNERSHIP; RESTRICTIONS ON USE

All Content, such as graphics, logos, articles and other materials, is the property of Stonepeak or others and is protected by copyright and other laws. All trademarks and logos displayed on the Website are the property of their respective owners, who may or may not be affiliated with Stonepeak. Except as otherwise provided herein, anything transmitted to the Website by you will be deemed non-confidential as between you and us, and Stonepeak will be free to use, modify, reproduce and distribute it for any purpose without compensation to you.

Nothing contained on the Website should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Content or trademark displayed on this Website without the written permission of Stonepeak or such other third party that may own the Content or trademark displayed on this Website. If you link other websites to this Website, you may not imply or suggest that Stonepeak has endorsed or is affiliated with such websites and you may not display this Website as “framed” within another website. Stonepeak reserves all rights with respect to ownership of all Content on this Website, including all intellectual property rights therein, and will enforce such rights to the full extent of the law.

The Website may only be used for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes and regulations in connection with accessing and using the Website, and that you will not violate the rights of any person, interfere with the functioning of the Website or restrict or inhibit any others from using the Website or attempt to violate the security of this Website or use or gain access to the identities, information or computers of others through this Website. Stonepeak has the right (but not the obligation) to monitor this Website for any unauthorized or objectionable conduct and to take all appropriate actions in response, without notice to you and we may at any time revoke your right to use all or any portion of the Website. Stonepeak may investigate any complaint regarding or suspected violation of these Terms of Use, and may report any activity relating to this Website to regulators, law enforcement officials or other persons or entities that it deems appropriate.

INTERNATIONAL USE

The Website is not intended for distribution to, or use by, any person or entity in any jurisdiction, country or territory where such distribution or use would be contrary to law or regulation or which would subject Stonepeak to any registration or other requirement within such jurisdiction, country or territory. Visitors who choose to access this Website do so at their own initiative and are responsible for compliance with any and all local laws and regulations that may apply to such access and use. Access to the Website is prohibited where such access or use violates applicable laws and regulations.

UK RESTRICTIONS

Stonepeak is not responsible to any visitor to this Website for providing protections that would be afforded to clients or for advising any such person on any transaction or investment. None of the contents of this Website should be construed as investment, legal or tax advice. To the extent that any of the contents of this Website amounts to an invitation or inducement to engage in investment activity, the promotion of such content is restricted under the Financial Services and Markets Act 2000. For such purposes, Stonepeak is an unauthorized person. The communication of information on this Website is directed only at and made only to persons who are professional investors who fall within the following categories of persons under the Financial Services and Markets Act (Financial Promotion) Order 2005, as amended (the “Order”): (a) persons having professional experience relating to private equity investments and are ‘investment professionals’ as defined in article 19(5) of the Order; and (b) high net worth undertakings (broadly companies with GBP 5 million or more called up share capital or net assets and trustees of trusts with GBP 10 million or more gross assets) as defined in article 49 of the Order. Any investment activity or related transaction is only available to such investors and will only be entered into with such investors. No other person should rely or act upon the content of the Website.

LINKS TO EXTERNAL SITES

The Website may provide access or contain links to websites and services owned and operated by third parties. Stonepeak does not review or monitor any such websites linked from or to the Website and is not responsible for the content of any such sites, or any products or services contained on or accessible through such other sites, their terms of use or privacy policies. Accordingly, Stonepeak disclaims responsibility for the information, materials, products or services obtained on or from such other websites, nor will Stonepeak be liable in any respect for any damages arising from your access to such websites.

Third party websites may have a privacy policy or security practices different from the Website so it is important to read the policies of those sites before sharing your personal information.

PRIVACY NOTICES

For information regarding Stonepeak’s privacy policies and security practices, please review Stonepeak’s Privacy Policy.

NON-PUBLIC INVESTOR SECTIONS OF THE WEBSITE

Certain areas of the Website are password-protected. You may not attempt to access any password-protected areas of the Website without authorization. If you are a limited partner investor of, or an employee or agent of a limited partner investor of, Stonepeak, you may have been granted access to certain non-public portions of the Website, operated by Stonepeak, through a uniquely assigned investor log-in (“Investor Sections”). In addition to these Terms of Use, your use of the Investor Sections may also be governed by Other Agreements, including client agreements with us, any applicable user agreements and all applicable laws and regulations. If you have been granted access to the Investor Sections by Stonepeak, you agree that Stonepeak has granted you limited access to specific files pertaining to investments relevant to you, and you agree not to attempt to access other computer files. All information that Stonepeak provides to website users supplying a password is confidential and intended solely for the information of its intended recipient and/or such recipient’s financial, legal or tax advisors, provided that such advisors agree not to disclose any information that is confidential. You must maintain confidentiality of your log-in information and you remain solely responsible for all usage of the Investor Sections of the Website through your account, whether such use is made by you or anyone else. You must immediately notify us of any known or suspected unauthorized use of your login information or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your log-in information.

MISCELLANEOUS

If any of the terms or provisions of these Terms of Use shall be held to be unenforceable, the remaining terms and provisions shall be unimpaired and the unenforceable term or provision shall be replaced by such enforceable term or provision as comes closest to the intention underlying the unenforceable term or provision. These Terms of Use shall be interpreted in accordance with the laws of the State of New York and any applicable Federal Laws in the United States. Any action related to these Terms of Use must be brought in a State or Federal court located in New York County in the State of New York, and you agree to waive trial by jury in any such action. Subject to applicable laws, any failure by Stonepeak to act on any of its rights, or enforce any of the Terms of Use shall not be considered a waiver of any such rights to act on or to enforce the Terms of Use at any point in the future.